Common use of Mandatory Prepayments Clause in Contracts

Mandatory Prepayments. (i) If the principal amount of the Notes is accelerated (including, but not limited to, upon the occurrence of a bankruptcy or insolvency event (including the acceleration of claims by operation of law)), Issuer shall immediately pay to Purchasers, payable to each Purchaser in accordance with its respective Pro Rata Share, an amount equal to the sum of: (i) the outstanding principal amount of the Notes, plus (ii) accrued and unpaid interest thereon through the prepayment date, plus (iii) all other Obligations that are due and payable, including Purchasers’ Expenses and interest at the Default Rate, if applicable, with respect to any past due amounts. (ii) If on any date Issuer or any Subsidiary shall receive Net Proceeds from any Asset Sale, Issuer shall apply an amount equal to one hundred percent (100%) of such Net Proceeds, to prepay the Notes; provided that, (1) Issuer may deliver a Reinvestment Notice with respect to the percentage of such Net Proceeds in the Issuer Retention column below, and shall apply an amount equal to the percentage of such Net Proceeds in the Note Repayment column below, to prepay the Notes: and (2) notwithstanding the foregoing, on each Reinvestment Prepayment Date, Issuer shall apply an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event to prepay the Notes (together with any applicable premium). All Net Proceeds from Asset Sales shall be deposited in a Collateral Account pending repayment or reinvestment in accordance with the terms of this Section 2.2(c). Amounts to be applied in connection with prepayments made pursuant to this Section 2.2(c)(ii) shall be payable to each Purchaser in accordance with its respective Pro Rata Share; provided that any Purchaser may decline any such prepayment (collectively, the “Declined Amount”), in which case the Declined Amount shall be retained by Issuer. Each prepayment of the Notes under this Section 2.2(c)(ii) shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid. Issuer shall deliver to each Purchaser notice of each prepayment of Notes in whole or in part pursuant to this Section 2.2(c)(ii) not 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 such prepayment, and (iii) the option of each Purchaser to (x) decline its share of such prepayment or (y) accept Declined Amounts. Any Purchaser that wishes to exercise its option to decline such prepayment or to accept Declined Amounts shall notify Issuer not later than three (3) Business Days prior to the Mandatory Prepayment Date. Issuer shall not, and shall not permit any of the Subsidiaries to, use any Net Proceeds received from any Asset Sale to repay any Junior Indebtedness.

Mandatory Prepayments. (i) If Upon the Company's receipt of Identified Proceeds, the Company shall be required to reduce the principal amount of outstanding under the Notes is accelerated (including, but not limited to, upon by prepaying the occurrence of a bankruptcy or insolvency event (including the acceleration of claims by operation of law)), Issuer shall immediately pay to Purchasers, payable to each Purchaser Notes in accordance with its respective Pro Rata Share, an aggregate amount equal to the sum of: lesser of (x) the outstanding principal, together with all accrued interest, under all notes issued to Purchasers (the "Purchaser Notes") and (y) (i) 50% of the first $200 million of aggregate Identified Proceeds, and (ii) 100% of aggregate Identified Proceeds in excess of $200 million. Each such prepayment under this Section 2(c) shall be due and payable upon the closing of the transaction resulting in the Company's realization of Identified Proceeds. As used herein, "Identified Proceeds" shall mean (x) Net Proceeds actually received by the Company from any financing undertaken by the Company following the issuance of the Purchaser Notes, other than Excluded Financings, (y) Net Proceeds received by the Company from the sale of assets by the Company (other than sales of assets in the ordinary course), except that up to $200 million of net proceeds received from a sale of the Company's assets may be used to repay Excluded Financings (other than to Ralp▇ ▇. ▇▇▇▇▇, ▇▇, ▇▇s successors and assigns), and (z) the excess, if any, over $300 million of Net Proceeds from Excluded Financings; provided, however, the Identified Proceeds shall exclude any refinancing permitted by Section 8.2 of the Note Purchase Agreement. As used herein, "Excluded Financings" shall mean (i) the outstanding principal amount of $150 million credit facility entered into between the Notes, plus (ii) accrued Company and unpaid interest thereon through the prepayment date, plus (iii) all other Obligations that are due and payable, including Purchasers’ Expenses and interest at the Default Rate, if applicable, with respect to any past due amounts. (ii) If on any date Issuer or any Subsidiary shall receive Net Proceeds from any Asset Sale, Issuer shall apply an amount equal to one hundred percent (100%) of such Net Proceeds, to prepay the Notes; provided that, (1) Issuer may deliver a Reinvestment Notice with respect to the percentage of such Net Proceeds in the Issuer Retention column below, and shall apply an amount equal to the percentage of such Net Proceeds in the Note Repayment column below, to prepay the Notes: and (2) notwithstanding the foregoing, on each Reinvestment Prepayment Date, Issuer shall apply an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event to prepay the Notes (together with any applicable premium). All Net Proceeds from Asset Sales shall be deposited in a Collateral Account pending repayment or reinvestment in accordance with the terms of this Section 2.2(c). Amounts to be applied in connection with prepayments made pursuant to this Section 2.2(c)(ii) shall be payable to each Purchaser in accordance with its respective Pro Rata Share; provided that any Purchaser may decline any such prepayment (collectively, the “Declined Amount”), in which case the Declined Amount shall be retained by Issuer. Each prepayment of the Notes under this Section 2.2(c)(ii) shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid. Issuer shall deliver to each Purchaser notice of each prepayment of Notes in whole or in part pursuant to this Section 2.2(c)(ii) not 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 DateChase Manhattan Bank, (ii) the aggregate equity investment made by Ralp▇ ▇ ▇▇▇▇▇, ▇▇ ▇▇ the Company in the amount of such prepayment$50 million, and (iii) the option $50 million Senior Unsecured Credit Facility provided by The Chase Manhattan Bank and (iv) up to $50,000,000 of each Purchaser additional financing referred to (x) decline its share in Section 16 of such prepayment or (y) accept Declined AmountsAmendment No. Any Purchaser that wishes to exercise its option to decline such prepayment or to accept Declined Amounts shall notify Issuer not later than three (3) Business Days prior 3 to the Mandatory Prepayment DateMerger Agreement. Issuer shall not, and shall not permit any of the Subsidiaries to, use any Net Proceeds received shall mean gross cash proceeds from such financing less the Company's expenses directly attributable to such financing, including any Asset Sale reasonable commitment or facility fees to repay any Junior Indebtednessthe lender and reasonable legal fees.

Mandatory Prepayments. (i) If the principal amount of the Notes is accelerated (including, but not limited to, upon the occurrence of a bankruptcy or insolvency event (including the acceleration of claims by operation of law)), Issuer shall immediately pay to Purchasers, payable to each Purchaser in accordance with its respective Pro Rata Share, an amount equal to the sum of: (i) the outstanding principal amount of the Notes, plus (ii) accrued and unpaid interest thereon through the prepayment date, plus (iii) all other Obligations that are due and payable, including Purchasers’ Expenses and interest at the Default Rate, if applicable, with respect to any past due amounts. (iia) If on any date Issuer the Borrower or any Subsidiary of its Subsidiaries shall receive Net Cash Proceeds from any Asset SaleSale or Recovery Event then, Issuer shall apply with respect to an amount equal to one hundred percent (100%) 75% of such Net Cash Proceeds (“Allocated Proceeds, to prepay the Notes”; provided that, (1) Issuer that the Borrower or such Subsidiary may deliver instead deem a Reinvestment Notice with respect to the percentage portion of such Net Cash Proceeds in the Issuer Retention column below, and shall apply an amount equal to the percentage first 75% of the Total Net Proceeds to the Borrower or such Subsidiary from such Asset Sale or Recovery Event, when and as received, to be the Allocated Proceeds of such Net Asset Sale or Recovery Event), (i) if such Allocated Proceeds in are not Reinvestment Proceeds, such Allocated Proceeds shall be applied on the Note Repayment column below, to prepay fifth Business Day after the Notes: and date such proceeds are received toward the prepayment of the Term Loans or (2ii) notwithstanding the foregoingif such Allocated Proceeds are Reinvestment Proceeds, on each Reinvestment Prepayment Date, Issuer shall apply an amount equal to the relevant Reinvestment Prepayment Amount shall be applied toward the prepayment of the Term Loans in the manner specified in Section 2.9(c); provided that, notwithstanding clauses (i) and (ii) above, to the extent that the terms of the documentation for any First Lien Notes require that a portion of such Allocated Proceeds be applied to purchase First Lien Notes pursuant to a mandatory offer to purchase such First Lien Notes, such Allocated Proceeds may be applied to prepay Term Loans in accordance with Section 2.9(c) and purchase First Lien Notes on a pro rata basis based on the respective amounts of Term Loans and First Lien Notes then outstanding. (b) If on any date the Borrower or any of its Subsidiaries shall receive Net Cash Proceeds from any Debt Incurrence Prepayment Event then with respect to the relevant Reinvestment Event an amount equal to prepay the Notes (together with any applicable premium). All 100% of such Net Cash Proceeds from Asset Sales shall be deposited applied toward the prepayment of the Term Loans in a Collateral Account pending repayment or reinvestment the manner specified in accordance with the terms Section 2.9(c). (c) The application of this Section 2.2(c). Amounts any amounts required to be applied in connection with prepayments made to a prepayment of Term Loans pursuant to this Section 2.2(c)(ii2.9(a) shall be payable made on a pro rata basis to each Purchaser in accordance with its respective Pro Rata Share; provided Class of Term Loans then outstanding (except to the extent that any Purchaser may decline Incremental Activation Notice for any Class of Incremental Term Loans or Extended Term Loans provide that such Incremental Term Loans or Extended Term Loans shall participate on a lesser basis or not participate at all). The application of any amounts required to be applied to a prepayment of Term Loans pursuant to Section 2.9(b) shall be made, at the Borrower’s option (collectively, by notice to the “Declined Amount”Administrative Agent), either (i) on a pro rata basis to each Class of Term Loans then outstanding or (ii) to the Term Loans of each Class in which case direct order of maturity (based on the Declined Amount respective Term Maturity Dates for such Classes) and, if more than one Class of Term Loans has the same Term Maturity Date, on a pro rata basis between such Classes of Term Loans based on the respective principal amount of such Classes of Term Loans then outstanding. Amounts required to be applied to the prepayment of Term Loans of any Class shall be retained by Issuerapplied first, to ABR Loans of such Class and, second, to Eurodollar Loans of such Class. Each prepayment of the Notes Term Loans under this Section 2.2(c)(ii) 2.9 shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid. Issuer shall deliver to each Purchaser notice of each prepayment of Notes in whole or in part pursuant to this Section 2.2(c)(ii) not 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 such prepayment, and (iii) the option of each Purchaser to (x) decline its share of such prepayment or (y) accept Declined Amounts. Any Purchaser that wishes to exercise its option to decline such prepayment or to accept Declined Amounts shall notify Issuer not later than three (3) Business Days prior to the Mandatory Prepayment Date. Issuer shall not, and shall not permit any of the Subsidiaries to, use any Net Proceeds received from any Asset Sale to repay any Junior Indebtedness.

Mandatory Prepayments. The Loan is subject to mandatory prepayment in certain instances of Insured Casualty or Condemnation (ieach a "CASUALTY/CONDEMNATION PREPAYMENT"), in the manner and to the extent set forth in Section 7.4.2. Each Casualty/Condemnation Prepayment, after deducting Lender's costs and expenses (including reasonable attorneys' fees and expenses) If in connection with the principal amount settlement or collection of the Notes Proceeds or Award, shall be applied in the same manner as repayments under Section 2.3.1, and if such Casualty/Condemnation Payment is accelerated (including, but not limited to, upon the occurrence of a bankruptcy or insolvency event (including the acceleration of claims by operation of law)), Issuer shall immediately pay to Purchasers, payable to each Purchaser in accordance with its respective Pro Rata Share, an amount equal to the sum of: (i) the outstanding principal amount of the Notes, plus (ii) accrued and unpaid interest thereon through the prepayment date, plus (iii) all other Obligations that are due and payable, including Purchasers’ Expenses and interest at the Default Rate, if applicable, with respect to any past due amounts. (ii) If made on any date Issuer or other than a Payment Date, then such Casualty/Condemnation Payment shall include interest that would have accrued on the Principal prepaid to but not including the next Payment Date. Provided that no Event of Default is continuing, any Subsidiary such mandatory prepayment under this Section 2.3.2 shall receive Net Proceeds from any Asset Sale, Issuer shall apply an amount equal to one hundred percent (100%) be without the payment of such Net Proceeds, to prepay the Notes; provided that, (1) Issuer may deliver a Reinvestment Notice with respect Yield Maintenance Premium. Notwithstanding anything to the percentage of such Net Proceeds in the Issuer Retention column belowcontrary contained herein, and each Casualty/Condemnation Prepayment shall apply an amount equal to the percentage of such Net Proceeds in the Note Repayment column below, to prepay the Notes: and (2) notwithstanding the foregoing, on each Reinvestment Prepayment Date, Issuer shall apply an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event to prepay the Notes (together with any applicable premium). All Net Proceeds from Asset Sales shall be deposited in a Collateral Account pending repayment or reinvestment in accordance with the terms of this Section 2.2(c). Amounts to be applied in connection with prepayments made pursuant inverse order of maturity and shall not extend or postpone the due dates of the monthly installments due under the Note or this Agreement, or change the amounts of such installments. In addition, and notwithstanding anything to this Section 2.2(c)(ii) the contrary contained herein or in any other Loan Document, provided no Event of Default is continuing, no Yield Maintenance Premium shall be payable to each Purchaser in accordance connection with its respective Pro Rata Share; provided that any Purchaser may decline any such prepayment (collectively, the “Declined Amount”), in which case the Declined Amount shall be retained by Issuer. Each prepayment of the Notes Debt required by Lender under this Section 2.2(c)(ii) shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid. Issuer shall deliver to each Purchaser notice of each prepayment of Notes in whole or in part pursuant to this Section 2.2(c)(ii) not 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 such prepayment, Sections 5 and (iii) the option of each Purchaser to (x) decline its share of such prepayment or (y) accept Declined Amounts. Any Purchaser that wishes to exercise its option to decline such prepayment or to accept Declined Amounts shall notify Issuer not later than three (3) Business Days prior to the Mandatory Prepayment Date. Issuer shall not, and shall not permit any 6 of the Subsidiaries to, use any Net Proceeds received from any Asset Sale to repay any Junior IndebtednessMortgage.

Mandatory Prepayments. (i) If the principal amount On each date on which Lender actually receives a distribution of the Notes is accelerated (includingNet Proceeds, but and if such Net Proceeds are not limited to, upon the occurrence of a bankruptcy or insolvency event (including the acceleration of claims by operation of law)), Issuer shall immediately pay made available to Purchasers, payable to each Purchaser in accordance with its respective Pro Rata Share, an amount equal Borrower for Restoration pursuant to the sum of: (i) the outstanding principal amount terms of the Notesthis Agreement, plus (ii) accrued and unpaid interest thereon through the prepayment date, plus (iii) all other Obligations that are due and payable, including Purchasers’ Expenses and interest at the Default Rate, if applicable, with respect to any past due amounts. (ii) If on any date Issuer or any Subsidiary shall receive Net Proceeds from any Asset Sale, Issuer Lender shall apply an amount equal to one hundred percent (100%) of such Net ProceedsProceeds against the outstanding principal balance of the Note) and, to prepay the Notes; provided that, (1) Issuer may deliver a Reinvestment Notice with respect to the percentage of if such Net Proceeds exceed the Restoration Threshold, Borrower may within ninety (90) days of such prepayment, prepay the entire outstanding balance of the Loan together with any applicable Interest Shortfall upon ten (10) days prior written notice to Lender. Within one hundred eighty (180) days of Borrower’s receipt of notice of ▇▇▇▇▇▇ ▇▇▇▇▇▇’▇ termination of the ▇▇▇▇▇▇ ▇▇▇▇▇▇ Lease as a result of a Condemnation at the ▇▇▇▇▇▇ ▇▇▇▇▇▇ Property, Borrower shall either (i) prepay the Debt in the Issuer Retention column below, and shall apply an amount equal to the percentage then outstanding Allocated Loan Amount of such the ▇▇▇▇▇▇ ▇▇▇▇▇▇ Property (after deducting the Net Proceeds payable and paid to Lender relating to such Condemnation), together with any Interest Shortfall (and following such payment, subject to the terms of Section 11.3 hereof to the extent applicable with respect to any Casualty or Condemnation, Lender shall release the ▇▇▇▇▇▇ ▇▇▇▇▇▇ Property from the Lien of its Security Instrument), or (ii) effect a Substitution of the ▇▇▇▇▇▇ ▇▇▇▇▇▇ Property in accordance with Section 6.6 hereof (clauses (i) and (ii), each a “▇▇▇▇▇▇ ▇▇▇▇▇▇ Condemnation Requirement”). Within one hundred eighty (180) days of Borrower’s receipt of notice of Lowe’s termination of the Note Repayment column belowLowe’s Lease as a result of a Casualty at the Lowe’s Property, to Borrower shall either (i) prepay the Notes: and (2) notwithstanding the foregoing, on each Reinvestment Prepayment Date, Issuer shall apply Debt in an amount equal to the Reinvestment Prepayment then outstanding Allocated Loan Amount of the Lowe’s Property (after deducting the Net Proceeds payable and paid to Lender relating to such Casualty) together with any Interest Shortfall (and following such payment, subject to the terms of Section 11.3 hereof to the extent applicable with respect to any Casualty or Condemnation, Lender shall release the relevant Reinvestment Event to prepay Lowe’s Property from the Notes Lien of its Security Instrument), or (together with any applicable premium). All Net Proceeds from Asset Sales shall be deposited in ii) effect a Collateral Account pending repayment or reinvestment Substitution of the Lowe’s Property in accordance with the terms of this Section 2.2(c6.6 hereof (clauses (i) and (ii), each a “Lowe’s Casualty Requirement”). Amounts to No Yield Maintenance Premium shall be applied due in connection with prepayments any prepayment made pursuant to this Section 2.2(c)(ii) shall be payable to each Purchaser in accordance with its respective Pro Rata Share; provided that any Purchaser may decline any such prepayment (collectively, the “Declined Amount”2.7(b), in which case the Declined Amount shall be retained by Issuer. Each prepayment of the Notes under this Section 2.2(c)(ii) shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid. Issuer shall deliver to each Purchaser notice of each prepayment of Notes in whole or in part pursuant to this Section 2.2(c)(ii) not 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 such prepayment, and (iii) the option of each Purchaser to (x) decline its share of such prepayment or (y) accept Declined Amounts. Any Purchaser that wishes to exercise its option to decline such prepayment or to accept Declined Amounts shall notify Issuer not later than three (3) Business Days prior to the Mandatory Prepayment Date. Issuer shall not, and shall not permit any of the Subsidiaries to, use any Net Proceeds received from any Asset Sale to repay any Junior Indebtedness.

Mandatory Prepayments. (ia) If On the principal amount next occurring Payment Date following the date on which Lender actually receives any Net Proceeds (or, if such day is not a Business Day, the immediately succeeding Business Day), if Lender is not obligated to make such Net Proceeds available to Borrower for the Restoration of the Notes is accelerated (includingProperty or otherwise remit such Net Proceeds to Borrower pursuant to Section 6.4 hereof, but not limited to, upon the occurrence Lender shall apply Net Proceeds as a prepayment of all or a bankruptcy or insolvency event (including the acceleration portion of claims by operation of law)), Issuer shall immediately pay to Purchasers, payable to each Purchaser in accordance with its respective Pro Rata Share, an amount equal to the sum of: (i) the outstanding principal amount balance of the Notes, plus (ii) Loan together with accrued interest and unpaid interest thereon through the prepayment date, plus (iii) all any other Obligations that are sums due and payable, including Purchasers’ Expenses and interest at the Default Rate, if applicable, with respect to any past due amounts. (ii) If on any date Issuer or any Subsidiary shall receive Net Proceeds from any Asset Sale, Issuer shall apply hereunder in an amount equal to one hundred percent (100%) of such Net Proceeds; provided, to prepay the Notes; provided that, (1) Issuer however, if an Event of Default has occurred and is continuing, Lender may deliver a Reinvestment Notice with respect to the percentage of apply such Net Proceeds in the Issuer Retention column below, and shall apply an amount equal to the percentage of such Net Proceeds Debt (until paid in the Note Repayment column below, to prepay the Notes: and (2full) notwithstanding the foregoing, on each Reinvestment Prepayment Date, Issuer shall apply an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event to prepay the Notes (together with in any applicable premium)order or priority in its sole discretion. All Net Proceeds from Asset Sales No yield maintenance premium or other premium shall be deposited in a Collateral Account pending repayment or reinvestment in accordance with the terms of this Section 2.2(c). Amounts to be applied due in connection with prepayments any prepayment made pursuant to this Section 2.2(c)(ii) shall be payable to each Purchaser in accordance with its respective Pro Rata Share; provided that any Purchaser may decline any such 2.4.2. Any partial prepayment (collectively, the “Declined Amount”), in which case the Declined Amount shall be retained by Issuer. Each prepayment of the Notes under this Section 2.2(c)(ii) 2.4.2 shall be accompanied applied by accrued interest to Lender in such order and priority as Lender shall determine in its sole and absolute discretion. (b) On the date of on which Borrower tenders a Casualty/Condemnation Prepayment pursuant to Section 6.4(e) hereof, such prepayment tender shall include (a) all accrued and unpaid interest and the principal indebtedness being prepaid, including interest on the amount prepaid. Issuer shall deliver to each Purchaser notice of each prepayment of Notes in whole or in part pursuant to this Section 2.2(c)(ii) not 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 outstanding principal amount of the Loan being prepaid through the last day of the month within which such prepaymenttender occurs, and (iiib) the option of each Purchaser to (x) decline its share of such prepayment or (y) accept Declined Amounts. Any Purchaser that wishes to exercise its option to decline such prepayment or to accept Declined Amounts shall notify Issuer not later than three (3) Business Days prior any other sums due hereunder relating to the Mandatory Prepayment DateLoan. Issuer No yield maintenance or other premium shall not, and shall not permit be due in connection with any of the Subsidiaries to, use any Net Proceeds received from any Asset Sale to repay any Junior IndebtednessCasualty/Condemnation Prepayment.

Mandatory Prepayments. The Borrower shall make the following mandatory prepayments and associated Cash Collateralizations of the Letters of Credit, in each case as set forth in Section 2.10: (iA) If any Obligor Party shall receive Net Cash Proceeds in excess of $20,000,000 from any Recovery Event or any event described in Section 5.20(c)(ii) or Section 5.20(c)(iii) shall occur, the applicable Net Cash Proceeds shall be applied to the prepayment of an aggregate principal amount of the Notes is accelerated (including, but not limited to, upon the occurrence of a bankruptcy or insolvency event (including the acceleration of claims by operation of law)), Issuer shall immediately pay to Purchasers, payable to each Purchaser Loans in accordance with its respective Pro Rata Sharethe Depositary Agreement or (B) if any Loan Party shall receive any Performance Liquidated Damages Excess Amount and any event described in Section 5.20(d)(i) or Section 5.20(d)(ii) shall occur, the applicable Net Cash Proceeds shall be applied to the prepayment of an aggregate principal amount of the Loans in accordance with the Depositary Agreement. (ii) If any Indebtedness shall be issued or incurred by any Obligor Party (excluding any Indebtedness incurred in accordance with Section 6.02), the Borrower shall, on the date of such incurrence, prepay an aggregate principal amount of the Loans in an aggregate amount equal to 100% of the Net Cash Proceeds thereof in accordance with the Depositary Agreement. (iii) On each Quarterly Payment Date (commencing with the first Quarterly Payment Date that occurs in the first full calendar quarter following the Term Conversion Date), the Borrower shall, on such Quarterly Payment Date, prepay an aggregate principal amount of the Term Loans in an amount equal to the ECF Sweep Amount for such Quarterly Payment Date in accordance with the Depositary Agreement. (iv) In the event that Term Conversion is not achieved by the Term Conversion Date Certain, the Gateway Project or the Diablo Project cannot satisfy all of the conditions precedent to the Term Conversion Date in Section 4.04, or for any other reason any Loan Party wishes to Dispose of the Gateway Project or the Diablo Project or a Guarantor (other than Vista or Holdings) on or before the applicable Date Certain for the Gateway Project or the Diablo Project or the Term Conversion Date Certain, then Borrower shall, substantially concurrently with such Disposal, (A) prepay an aggregate principal amount of the Loans in an amount equal to the applicable amounts for such Project or Guarantor as set forth on Schedule 2.11(b)(iv) in accordance with the Depositary Agreement and (B) distribute to Holdings, and Holdings shall distribute to LeConte, an amount equal to the applicable amount for such Project or Guarantor as set forth on Schedule 2.11(b)(iv) (such amount, the “LeConte Target Disposition Prepayment Amount”). (v) In the event of: (A) any termination of all the Revolving Commitments, the Borrower shall, on the date of such termination, repay or prepay all its outstanding Revolving Loans and terminate all its outstanding Revolving Letters of Credit and/or Cash Collateralize such Revolving Letters of Credit in accordance with Section 2.05(j). If as a result of any partial reduction of the Revolving Commitments, the aggregate Revolving Facility Exposure would exceed the aggregate Revolving Commitments of all Revolving Lenders after giving effect thereto, then the Borrower shall, on the date of such reduction, repay or prepay the Revolving Loans and/or Cash Collateralize the Revolving Letters of Credit in an amount sufficient to eliminate such excess; and (B) any termination of all the DSR Commitments, the Borrower shall, on the date of such termination, repay or prepay all its outstanding DSR L/C Loans and terminate all its outstanding DSR Letters of Credit and/or Cash Collateralize such DSR Letters of Credit in accordance with Section 2.05(j). If as a result of any partial reduction of the DSR Commitments, the aggregate DSR Facility Exposure of any Tranche would exceed the aggregate DSR Commitments of all DSR Lenders under such Tranche after giving effect thereto, then the Borrower shall, on the date of such reduction, repay or prepay the DSR L/C Loans and/or Cash Collateralize DSR Letters of Credit in an amount sufficient to eliminate such excess. (vi) In the event of any reduction or termination of the Construction Commitments, unless the requirements of Section 2.08(b)(ii)(C) are satisfied, the Borrower shall, on the date of such reduction or termination, repay or prepay all outstanding Construction Loans. (vii) In the event of any reduction or termination of the Term Commitments, the Borrower shall, on the date of such reduction or termination prepay on a pro rata basis the Construction Loans and the Vista Expansion Loans in the positive amount (if any) by which the sum of: (i) of the aggregate outstanding principal amount of the Notes, plus sum of (iiA) accrued the Construction Loans and unpaid interest thereon through the prepayment date, plus (iii) all other Obligations that are due and payable, including Purchasers’ Expenses and interest at the Default Rate, if applicable, with any remaining Available Unused Commitments in respect to any past due amounts. (ii) If on any date Issuer or any Subsidiary shall receive Net Proceeds from any Asset Sale, Issuer shall apply an amount equal to one hundred percent (100%) of such Net Proceeds, to prepay the Notes; provided that, (1) Issuer may deliver a Reinvestment Notice with respect to the percentage of such Net Proceeds in the Issuer Retention column below, and shall apply an amount equal to the percentage of such Net Proceeds in the Note Repayment column below, to prepay the Notes: and (2) notwithstanding the foregoing, on each Reinvestment Prepayment Date, Issuer shall apply an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event to prepay the Notes (together with any applicable premium). All Net Proceeds from Asset Sales shall be deposited in a Collateral Account pending repayment or reinvestment in accordance with the terms of this Section 2.2(c). Amounts to be applied in connection with prepayments made pursuant to this Section 2.2(c)(ii) shall be payable to each Purchaser in accordance with its respective Pro Rata Share; provided that any Purchaser may decline any such prepayment (collectively, the “Declined Amount”), in which case the Declined Amount shall be retained by Issuer. Each prepayment of the Notes under this Section 2.2(c)(ii) shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid. Issuer shall deliver to each Purchaser notice of each prepayment of Notes in whole or in part pursuant to this Section 2.2(c)(ii) not less than five Construction Commitments and (5) Business Days prior to the date such prepayment shall be made (each, a “Mandatory Prepayment Date”). Such notice shall set forth (iB) the Mandatory Prepayment Date, (ii) Vista Expansion Loans and any remaining Available Unused Commitments in respect of the Vista Expansion Commitments shall exceed the aggregate amount of the Term Commitments after giving effect to any such prepayment, and (iii) the option of each Purchaser to (x) decline its share of such prepayment termination or (y) accept Declined Amounts. Any Purchaser that wishes to exercise its option to decline such prepayment or to accept Declined Amounts shall notify Issuer not later than three (3) Business Days prior to the Mandatory Prepayment Date. Issuer shall not, and shall not permit any of the Subsidiaries to, use any Net Proceeds received from any Asset Sale to repay any Junior Indebtednessreduction.

Mandatory Prepayments. Unless a Reinvestment Notice has been given, then no later than the third Business Day following the date of receipt by the Borrower or any of its Restricted Subsidiaries of any Net Cash Proceeds, the Borrower shall prepay, without premium or penalty, the Loans and (to the extent such prepayment has not been deducted pursuant to clause (c) of the definition of Net Cash Proceeds) any then outstanding loans under any Ratio Debt Loan Agreement or Term Loan Refinancing Indebtedness, in each case, that is secured pursuant to Section 7.02(s) on a pro rata basis with 75% of such Net Cash Proceeds in excess of $50,000,000; provided that, upon receipt of Investment Grade Ratings (and for all periods thereafter), the Borrower shall only be required to prepay, without premium or penalty, the Loans and (to the extent such prepayment has not been deducted pursuant to clause (c) of the definition of Net Cash Proceeds) any then outstanding loans under any Ratio Debt Loan Agreement or Term Loan Refinancing Indebtedness, in each case, that is secured pursuant to Section 7.02(s) on a pro rata basis with 50% of such Net Cash Proceeds in excess of $50,000,000. On the 1st Business Day after the expiration of any Reinvestment Period, the Borrower shall prepay, without premium or penalty, the Loans and (to the extent such prepayment has not been deducted pursuant to clause (c) of the definition of Net Cash Proceeds) any then outstanding loans under any Ratio Debt Loan Agreement or Term Loan Refinancing Indebtedness, in each case, that is secured pursuant to Section 7.02(s) on a pro rata basis with any portion of such percentage of such Net Cash Proceeds in excess of $50,000,000 which have not been reinvested in accordance with the preceding sentence. Concurrently with any prepayment of the Loans pursuant to this Section 2.05(b), the Borrower shall deliver to the Administrative Agent (i) If a certificate of a Responsible Officer demonstrating the calculation of the amount of the applicable Net Cash Proceeds, and (ii) at least three 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 the Notes is accelerated each Loan (including, but not limited to, upon the occurrence of a bankruptcy or insolvency event (including the acceleration of claims by operation of law)), Issuer shall immediately pay portion thereof) to Purchasers, payable to each Purchaser in accordance with its respective Pro Rata Share, an amount equal to the sum of: (i) the outstanding principal amount of the Notes, plus (ii) accrued and unpaid interest thereon through the prepayment date, plus (iii) all other Obligations that are due and payable, including Purchasers’ Expenses and interest at the Default Rate, if applicable, with respect to any past due amounts. (ii) If on any date Issuer or any Subsidiary shall receive Net Proceeds from any Asset Sale, Issuer shall apply an amount equal to one hundred percent (100%) of such Net Proceeds, to prepay the Notes; provided that, (1) Issuer may deliver a Reinvestment Notice with respect to the percentage of such Net Proceeds in the Issuer Retention column below, and shall apply an amount equal to the percentage of such Net Proceeds in the Note Repayment column below, to prepay the Notes: and (2) notwithstanding the foregoing, on each Reinvestment Prepayment Date, Issuer shall apply an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event to prepay the Notes (together with any applicable premium)be prepaid. All Net Proceeds from Asset Sales shall be deposited in a Collateral Account pending repayment or reinvestment in accordance with the terms prepayments of Borrowings under this Section 2.2(c). Amounts to be applied in connection with prepayments made pursuant to this Section 2.2(c)(ii2.05(b) shall be payable subject to each Purchaser in accordance with its respective Pro Rata Share; provided that any Purchaser may decline any such prepayment (collectivelySection 3.05, the “Declined Amount”)but shall otherwise be without premium or penalty, in which case the Declined Amount shall be retained by Issuer. Each prepayment of the Notes under this Section 2.2(c)(ii) and shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of such prepayment on payment. In the event that the Borrower shall subsequently determine that the actual amount received exceeded the amount prepaid. Issuer set forth in such certificate, the Borrower shall promptly make an additional prepayment of the Loans in an amount equal to such excess, and the Borrower shall concurrently therewith deliver to each Purchaser notice the Administrative Agent a certificate of each prepayment of Notes in whole or in part pursuant to this Section 2.2(c)(ii) not less than five (5) Business Days prior to a Responsible Officer demonstrating 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 derivation of such prepayment, and (iii) the option of each Purchaser to (x) decline its share of such prepayment or (y) accept Declined Amounts. Any Purchaser that wishes to exercise its option to decline such prepayment or to accept Declined Amounts shall notify Issuer not later than three (3) Business Days prior to the Mandatory Prepayment Date. Issuer shall not, and shall not permit any of the Subsidiaries to, use any Net Proceeds received from any Asset Sale to repay any Junior Indebtednessexcess amount.

Mandatory Prepayments. (i) If On the principal amount next occurring Monthly Payment Date following the date on which Lender actually receives a distribution of the Notes is accelerated (includingNet Proceeds, but not limited to, upon the occurrence of a bankruptcy or insolvency event (including the acceleration of claims by operation of law)), Issuer shall immediately pay to Purchasers, payable to each Purchaser if Lender has elected in accordance with its respective Pro Rata Share, an amount equal to the sum of: (i) the outstanding principal amount provisions of the Notes, plus (ii) accrued and unpaid interest thereon through the prepayment date, plus (iii) all other Obligations that are due and payable, including Purchasers’ Expenses and interest at the Default Rate, if applicable, with respect Loan Documents not to any past due amounts. (ii) If on any date Issuer or any Subsidiary shall receive make such Net Proceeds from any Asset Saleavailable to Borrower for a Restoration, Issuer shall apply Borrower shall, at Lender’s option, prepay the Outstanding Principal Balance in an amount equal to one hundred percent (100%) of such Net Proceeds; provided, to prepay the Notes; provided that, (1) Issuer may deliver a Reinvestment Notice with respect to the percentage however, if an Event of Default has occurred and is continuing, unless such Net Proceeds comprise an award in compensation for lost income as a result of a temporary Taking (in which event that portion of the Issuer Retention column belowaward comprising compensation for lost income shall be treated as Rent for the purposes of this Agreement), and shall Lender may apply an amount equal to the percentage of such Net Proceeds to the Debt in any order, proportion and priority as Lender may determine in its sole and absolute discretion. Any prepayment received by Lender under this Section 2.4.2 shall be (a) subject to Section 2.4.3 hereof and (b) accompanied by (i) all interest which would have accrued on the Note Repayment column belowprincipal amount prepaid through, to prepay the Notes: and (2) notwithstanding the foregoingbut not including, on each Reinvestment Prepayment such Monthly Payment Date, Issuer shall apply an amount equal to (ii) all other sums due and payable under the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event to prepay the Notes Loan Documents, and (together with any applicable premium). All Net Proceeds from Asset Sales shall be deposited in a Collateral Account pending repayment or reinvestment in accordance with the terms of this Section 2.2(c). Amounts to be applied iii) all reasonable out-of-pocket costs and expenses incurred by Lender in connection with prepayments such prepayment. Provided that no Event of Default shall have occurred and be continuing, no Yield Maintenance Premium, or other premium or penalty, shall be due in connection with any prepayment made pursuant to this Section 2.2(c)(ii2.4.2 or in connection with any payment made pursuant to Section 5.3(a) shall be payable to each Purchaser in accordance with its respective Pro Rata Share; provided that any Purchaser may decline any such prepayment or (collectively, the “Declined Amount”), in which case the Declined Amount shall be retained by Issuer. Each prepayment b) of the Notes under this Section 2.2(c)(ii) shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid. Issuer shall deliver to each Purchaser notice of each prepayment of Notes in whole or in part pursuant to this Section 2.2(c)(ii) not 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 such prepayment, and (iii) the option of each Purchaser to (x) decline its share of such prepayment or (y) accept Declined Amounts. Any Purchaser that wishes to exercise its option to decline such prepayment or to accept Declined Amounts shall notify Issuer not later than three (3) Business Days prior to the Mandatory Prepayment Date. Issuer shall not, and shall not permit any of the Subsidiaries to, use any Net Proceeds received from any Asset Sale to repay any Junior IndebtednessMortgage.

Mandatory Prepayments. (ia) If Unless the principal amount Required Prepayment Lenders shall otherwise agree, if on any date the Parent, the Borrower or any of the Notes is accelerated its Class I Restricted Subsidiaries shall incur any Indebtedness (including, but not limited to, upon the occurrence of a bankruptcy or insolvency event (including the acceleration of claims by operation of law)), Issuer shall immediately pay to Purchasers, payable to each Purchaser excluding any Indebtedness incurred in accordance with its respective Pro Rata ShareSection 7.2), an amount equal to the sum of: (i) the outstanding principal amount 100% of the Notes, plus (ii) accrued and unpaid interest thereon through Net Cash Proceeds thereof shall be applied on the date of such issuance or incurrence toward the prepayment dateof the Loans as set forth in Section 2.10(c). The provisions of this Section do not constitute a consent to the incurrence of any Indebtedness by the Parent, plus (iii) all other Obligations that are due and payable, including Purchasers’ Expenses and interest at the Default Rate, if applicable, with respect to Borrower or any past due amountsof its Subsidiaries not permitted by Section 7.2. (iib) If on any date Issuer Unless the Required Prepayment Lenders shall otherwise agree, if the Borrower or any Subsidiary of its Class I Restricted Subsidiaries shall receive Net Cash Proceeds from any Asset SaleSale or any Recovery Event then, Issuer shall apply an amount equal to one hundred percent (100%) of such Net Proceeds, to prepay the Notes; provided that, (1) Issuer may deliver unless a Reinvestment Notice with shall be delivered in respect to thereof not later than 45 days after the percentage end of the fiscal quarter during which the Borrower or any of its Class I Restricted Subsidiaries received such Net Proceeds in Cash Proceeds, the Issuer Retention column below, and Loans shall apply be prepaid by an amount equal to the percentage amount of such Net Cash Proceeds (excluding any amounts subject to any such Reinvestment Notice), as set forth in the Note Repayment column belowSection 2.10(c); provided, to prepay the Notes: and (2) that, notwithstanding the foregoing, on each Reinvestment Prepayment Date, Issuer Date the Loans shall apply be prepaid by an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event to prepay the Notes (together with any applicable premiumEvent, as set forth in Section 2.10(c). All Net Proceeds from Asset Sales shall be deposited in a Collateral Account pending repayment or reinvestment in accordance with the terms The provisions of this Section 2.2(c). do not constitute a consent to the consummation of any Disposition not permitted by Section 7.5. (c) Amounts to be applied in connection with as prepayments made pursuant to this Section 2.2(c)(ii) shall be payable applied, first, to each Purchaser in accordance with its respective Pro Rata Share; provided that any Purchaser may decline any such prepayment (collectively, the “Declined Amount”), in which case the Declined Amount shall be retained by Issuer. Each prepayment of the Notes under this Section 2.2(c)(ii) shall be accompanied by accrued interest Term Loans and second, to the date of such prepayment on the amount prepaid. Issuer shall deliver to each Purchaser notice of each prepayment of Notes the Revolving Credit Loans and as specified in whole or in part Section 2.16. Any such mandatory prepayment of the Revolving Credit Loans pursuant to this Section 2.2(c)(ii) not 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 such prepayment, and (iii) the option of each Purchaser to (x) decline its share of such prepayment or (y) accept Declined Amounts. Any Purchaser that wishes to exercise its option to decline such prepayment or to accept Declined Amounts shall notify Issuer not later than three (3) Business Days prior to the Mandatory Prepayment Date. Issuer shall not, and 2.10 shall not permit any result in a mandatory reduction of the Subsidiaries to, use any Net Proceeds received from any Asset Sale Revolving Credit Commitments. Amounts prepaid in respect of Term Loans pursuant to repay any Junior Indebtednessthis Section 2.10 may not be reborrowed.

Mandatory Prepayments. (a) If Lender is not obligated to make Net Proceeds available to any Borrower for Restoration, on the next occurring Monthly Payment Date following the date on which (i) If the principal amount of the Notes is accelerated (includingLender actually receives any Net Proceeds, but not limited to, upon the occurrence of a bankruptcy or insolvency event (including the acceleration of claims by operation of law)), Issuer shall immediately pay to Purchasers, payable to each Purchaser in accordance with its respective Pro Rata Share, an amount equal to the sum of: (i) the outstanding principal amount of the Notes, plus and (ii) accrued and unpaid interest thereon through the prepayment date, plus (iii) all other Obligations Lender has determined that are due and payable, including Purchasers’ Expenses and interest at the Default Rate, if applicable, with respect to any past due amounts. (ii) If on any date Issuer or any Subsidiary shall receive such Net Proceeds from any Asset Saleshall be applied against the Outstanding Principal Balance, Issuer Borrowers shall prepay, or authorize Lender to apply Net Proceeds as a prepayment of, the Outstanding Principal Balance in an amount equal to one hundred percent (100%) of such Net Proceeds. So long as no Event of Default has occurred and is continuing, no Yield Maintenance Premium shall be due in connection with any prepayment made pursuant to prepay this Section 2.4.2. Any partial prepayment under this Section 2.4.2 shall be applied to the Notes; provided that,last payments of principal due under the Loan. (1b) Issuer may deliver If any prepayment under this Section 2.4.2 results in the payment in full of all principal and interest due on the Loan and all other amounts due under the Loan Documents, Lender shall, upon the written request and at the expense of Borrowers, release the Liens of the Mortgages and the other Loan Documents. (c) In the event that following the occurrence of a Reinvestment Notice Casualty or a Condemnation with respect to any Property, Lender is not obligated to make the percentage of Net Proceeds available to the applicable Borrower for Restoration and has determined that such Net Proceeds in shall be applied against the Issuer Retention column belowOutstanding Principal Balance pursuant to Section 2.4.2(a), then, provided that no Event of Default shall have occurred and be continuing, the Borrower that owns such Property shall have the right, at its sole cost and expense, to obtain a release of the Liens of the Mortgage encumbering such Property and the other related Loan Documents by: (i) delivering written notice to Lender of its election to obtain a release of such Property within ten (10) days after receiving notice from Lender that Lender intends to apply such Net Proceeds to the Outstanding Principal Balance, and shall (ii) paying to Lender within sixty (60) days after receiving notice from Lender that Lender intends to apply such Net Proceeds to the Outstanding Principal Balance, in addition to such Net Proceeds, an amount equal to the percentage sum of (A) the Release Amount for such Property minus the amount of such Net Proceeds in applied to the Note Repayment column belowOutstanding Principal Balance, to prepay the Notes: and plus (2B) notwithstanding the foregoing, if such prepayment occurs on each Reinvestment Prepayment a day other than a Monthly Payment Date, Issuer interest at the Interest Rate on the amount so prepaid through, but not including, the next succeeding Monthly Payment Date. Such Borrower shall apply an amount equal prepare and submit to Lender the Reinvestment Prepayment Amount with respect release of Mortgage (and related Loan Documents) for the Property to the relevant Reinvestment Event to prepay the Notes (together with any applicable premium). All Net Proceeds from Asset Sales be released for execution by Lender, which documents shall be deposited in a Collateral Account pending repayment or reinvestment form appropriate for the jurisdiction in accordance with the terms of this Section 2.2(c). Amounts to be applied in connection with prepayments made pursuant to this Section 2.2(c)(ii) shall be payable to each Purchaser in accordance with its respective Pro Rata Sharewhich such Property is located; provided that any Purchaser may decline such Borrower’s obligation to indemnify and hold harmless Lender pursuant to the provisions of the Loan Documents shall survive any such prepayment (collectively, the “Declined Amount”), in which case the Declined Amount shall be retained by Issuer. Each prepayment of the Notes under this Section 2.2(c)(ii) shall be accompanied by accrued interest release to the date of such prepayment on the amount prepaid. Issuer shall deliver to each Purchaser notice of each prepayment of Notes in whole or in part pursuant to this Section 2.2(c)(ii) not 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 such prepayment, and (iii) the option of each Purchaser to (x) decline its share of such prepayment or (y) accept Declined Amounts. Any Purchaser that wishes to exercise its option to decline such prepayment or to accept Declined Amounts shall notify Issuer not later than three (3) Business Days prior to the Mandatory Prepayment Date. Issuer shall not, and shall not permit any of the Subsidiaries to, use any Net Proceeds received from any Asset Sale to repay any Junior Indebtednessextent expressly stated therein.

Mandatory Prepayments. (ia) If the principal amount of the Notes is accelerated (including, but not limited to, upon Upon the occurrence of a bankruptcy any Equity Issuance by the Company or insolvency event (including the acceleration any of claims by operation its Subsidiaries resulting in Net Cash Proceeds in excess of law)), Issuer shall immediately pay to Purchasers, payable to each Purchaser in accordance with its respective Pro Rata Share$100,000, an amount equal to the sum of: (i) the outstanding principal amount 60% of the Notes, plus Net Cash Proceeds thereof shall be applied within ten (ii10) accrued and unpaid interest thereon through Business Days of the date of such issuance toward the prepayment date, plus (iii) all other Obligations that are due of the Term Loans and payable, including Purchasers’ Expenses and interest at the Default Rate, if applicable, with respect to any past due amountsRevolving Loans as set forth in Section 2.23(c). (iib) If on any date Issuer the Company or any Subsidiary of its Subsidiaries shall receive Net Cash Proceeds from any Asset Sale, Issuer shall apply an amount equal to one hundred percent (100%) of such Net ProceedsPurchase Price Refund or Recovery Event then, to prepay the Notes; provided that, (1) Issuer may deliver unless a Reinvestment Notice with shall be delivered in respect to the percentage thereof (within ten (10) Business Days of such Net Proceeds in the Issuer Retention column belowAsset Sale, and shall apply an amount equal to the percentage of Purchase Price Refund or Recovery Event), such Net Cash Proceeds shall be applied on the 11th Business Day following such Asset Sale, Purchase Price Refund or Recovery Event toward the prepayment of the Term Loans and the Revolving Loans as set forth in the Note Repayment column belowSection 2.23(c); provided, to prepay the Notes: and (2) 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 $250,000 in any fiscal year of the Company; and (ii) on each Reinvestment Prepayment Date, Issuer shall apply an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event to prepay the Notes (together with any applicable premium). All Net Proceeds from Asset Sales shall be deposited applied toward the prepayment of the Term Loans and the payment of the Revolving Loans as set forth in a Collateral Account pending repayment or reinvestment in accordance with the terms of this Section 2.2(c2.23(c). . (c) Amounts to be applied in connection with prepayments made pursuant to this Section 2.2(c)(ii2.23(a) and Section 2.23(b) shall be payable applied first, to each Purchaser in accordance with its respective Pro Rata Share; provided that the prepayment of the Term Loans, and second, to the prepayment of the Revolving Loans, but not the reduction of the Revolving Commitments. The application of any Purchaser may decline any such prepayment (collectively, the “Declined Amount”), in which case the Declined Amount pursuant to this Section shall be retained by Issuermade, first, to Base Rate Loans, second, to Index Rate Loans, and, third, to LIBOR Loans. Each prepayment of the Notes Loans under this Section 2.2(c)(ii(except in the case of Revolving Credit Loans that are Base Rate Loans and Swing Line Loans) shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid. Issuer shall deliver to each Purchaser notice of each prepayment of Notes in whole or in part pursuant to this Section 2.2(c)(ii. (d) not less than five (5) Business Days prior to To the date such prepayment shall be made (each, a “Mandatory Prepayment Date”). Such notice shall set forth (i) the Mandatory Prepayment Date, (ii) extent that the aggregate amount of outstanding Borrowing Base Obligations exceeds the Borrowing Base at any time, and upon the Administrative Agent’s demand therefor, the Borrowers shall pay such prepaymentexcess amount by first prepaying the Revolving Loans, next prepaying amounts paid by the Issuing Bank under the Letters of Credit for which it has not been reimbursed by the Borrowers, and then providing cash collateral for the Letters of Credit, as specified below. In the event that the Borrowers shall be required to provide cash collateral for the Letters of Credit pursuant to the foregoing sentence, the Borrowers shall effect the same by paying to the Administrative Agent, for the benefit of the Issuing Bank, immediately available funds in an amount equal to the required amount, which funds shall be retained by the Administrative Agent, for the benefit of the Issuing Bank, in a cash collateral account until the earlier to occur of (1) the date the affected Letters of Credit shall have been terminated or cancelled, and (iii2) the option date the aggregated amount of each Purchaser outstanding Borrowing Base Obligations no longer exceeds the Borrowing Base, at which time the cash collateral shall be paid to the Company. (xe) decline If the Administrative Agent determines, based on its share review of the audited financial statements of the Company for its fiscal year ended on March 31, 2007, that EBITDA plus the Applicable Add-Backs for such prepayment fiscal year was less than $11,500,000, or (y) accept Declined Amounts. Any Purchaser that wishes if such audited financial statements are not delivered to exercise its option to decline such prepayment or to accept Declined Amounts shall notify Issuer not later than three (3) the Administrative Agent within 30 days of the date on which they are due, the Borrowers shall, within 10 Business Days prior to after the Mandatory Prepayment Date. Issuer shall notAdministrative Agent makes a written demand therefor, and shall not permit any prepay the Term Loans in an aggregate amount of the Subsidiaries to, use any Net Proceeds received from any Asset Sale to repay any Junior Indebtedness$2,000,000.

Mandatory Prepayments. (ia) If the principal amount On each date on which Lender actually receives a distribution of the Notes is accelerated (includingNet Proceeds, but and if Lender exercises its right provided for herein not limited to, upon the occurrence of a bankruptcy or insolvency event (including the acceleration of claims by operation of law)), Issuer shall immediately pay to Purchasers, payable to each Purchaser in accordance with its respective Pro Rata Share, an amount equal to the sum of: (i) the outstanding principal amount of the Notes, plus (ii) accrued and unpaid interest thereon through the prepayment date, plus (iii) all other Obligations that are due and payable, including Purchasers’ Expenses and interest at the Default Rate, if applicable, with respect to any past due amounts. (ii) If on any date Issuer or any Subsidiary shall receive make such Net Proceeds from any Asset Saleavailable to Borrower for a Restoration, Issuer shall apply an amount equal to one hundred percent (100%) of such Net Proceeds, to prepay the Notes; provided that, (1) Issuer may deliver a Reinvestment Notice with respect Proceeds shall be applied to the percentage outstanding principal balance of the Loan, together with interest accruing on such amount calculated through the next Monthly Payment Date. Any prepayment received by Lender pursuant to this Section 2.4.2 on a date other than a Monthly Payment Date shall be held by Lender as collateral security for the Loan in an interest bearing account, with such interest accruing to the benefit of and payable to Borrower, and shall be applied by Lender on the next Monthly Payment Date. The Allocated Loan Amount of an applicable Individual Property shall be reduced by an amount equal to such prepayment of principal upon such application of Net Proceeds pursuant to this Section 2.4.2. Notwithstanding the foregoing and anything else herein to the contrary, if in connection with any Casualty or Condemnation at any Individual Property Lender exercises its right provided for herein not to make the Net Proceeds available to Borrower for a Restoration, then at Borrower’s option, Lender shall release the applicable Individual Property from the lien of the Mortgage and related Loan Documents (or, in lieu of such release, the assignment of the related Mortgage by Lender on substantially the same terms as are provided in Section 2.4.1(c)), provided that (i) Borrower shall pay Lender an amount which, when added to the amount of Net Proceeds received in connection with such Casualty or Condemnation, equals the Allocated Loan Amount of the Individual Property for which the Net Proceeds were obtained together with interest on such amount calculated for the same periods as Net Proceeds in the Issuer Retention column below, and shall apply an amount equal to the percentage of such Net Proceeds in the Note Repayment column below, to prepay the Notes: and (2) notwithstanding the foregoing, on each Reinvestment Prepayment Date, Issuer shall apply an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event to prepay the Notes (together with any applicable premium). All Net Proceeds from Asset Sales shall be deposited in a Collateral Account pending repayment or reinvestment in accordance with the terms first sentence of this Section 2.2(c). Amounts 2.4.2, (ii) no Event of Default shall have occurred and be continuing (except for any Event of Default which would be cured or eliminated by the release or assignment of the Individual Property, (iii) Borrower shall provide to be applied Lender a release of the Mortgage as it relates to such Individual Property and related Loan Documents in connection a form appropriate for the jurisdiction in which the applicable Individual Property is located and reasonably satisfactory to Lender for execution by Lender and (iv) simultaneously with prepayments made the release, Borrower shall convey fee simple title to the Release Property to a Person other than Borrower. (b) Any prepayment of the Loan pursuant to this Section 2.2(c)(ii) 2.4.2 shall be payable to each Purchaser in accordance with its respective Pro Rata Share; provided that without premium (including Yield Maintenance Premium) or penalty of any Purchaser may decline any such prepayment (collectively, the “Declined Amount”), in which case the Declined Amount shall be retained by Issuer. Each prepayment of the Notes under this Section 2.2(c)(ii) shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid. Issuer shall deliver to each Purchaser notice of each prepayment of Notes in whole or in part pursuant to this Section 2.2(c)(ii) not 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 such prepayment, and (iii) the option of each Purchaser to (x) decline its share of such prepayment or (y) accept Declined Amounts. Any Purchaser that wishes to exercise its option to decline such prepayment or to accept Declined Amounts shall notify Issuer not later than three (3) Business Days prior to the Mandatory Prepayment Date. Issuer shall not, and shall not permit any of the Subsidiaries to, use any Net Proceeds received from any Asset Sale to repay any Junior Indebtednesskind.

Mandatory Prepayments. (ia) If the principal amount of the Notes is accelerated any Indebtedness shall be issued or incurred by any Group Member (including, but not limited to, upon the occurrence of a bankruptcy or insolvency event (including the acceleration of claims by operation of law)), Issuer shall immediately pay to Purchasers, payable to each Purchaser excluding any Indebtedness incurred in accordance with its respective Pro Rata ShareSection 7.2 (other than any Credit Agreement Refinancing Facilities or Permitted External Refinancing Debt)), an amount equal to the sum of: (i) the outstanding principal amount 100% of the Notes, plus (ii) accrued and unpaid interest thereon through Net Cash Proceeds thereof shall be applied on the date of such issuance or incurrence toward the prepayment date, plus (iii) all other Obligations that are due and payable, including Purchasers’ Expenses and interest at of the Default Rate, if applicable, with respect to any past due amountsTerm Loans as set forth in Section 2.12(d). (iib) If Subject to Section 2.12(e), if on any date Issuer or any Subsidiary Group Member shall receive Net Cash Proceeds from any Asset SaleSale or Recovery Event, Issuer which, together with the Net Cash Proceeds received from all other Asset Sales or Recovery Events in such fiscal year exceed $40,000,000, then, unless a Reinvestment Notice shall apply be delivered within five (5) Business Days following the receipt of such Net Cash Proceeds in respect thereof, an amount equal to one hundred percent (100%) of such Net Proceeds, to prepay the Notes; provided that, (1) Issuer may deliver a Reinvestment Notice with respect to the percentage of such Net Cash Proceeds in the Issuer Retention column belowexcess of $40,000,000, and shall apply an amount equal to all Net Cash Proceeds received thereafter in such fiscal year, shall be applied on the percentage fifth Business Day after receipt toward the prepayment of such Net Proceeds the Term Loans as set forth in the Note Repayment column belowSection 2.12(d); provided, to prepay the Notes: and (2) that, notwithstanding the foregoing, on each Reinvestment Prepayment Date, Issuer shall apply an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event to prepay the Notes (together with any applicable premium). All Net Proceeds from Asset Sales shall be deposited applied toward the prepayment of the Term Loans as set forth in a Collateral Account pending repayment or reinvestment in accordance with the terms of this Section 2.2(c2.12(d). . (c) [Reserved]. (d) Amounts to be applied in connection with prepayments made pursuant to this Section 2.2(c)(ii) 2.12 shall be payable applied to each Purchaser the prepayment of the Term Loans in accordance with its respective Pro Rata Share; provided that any Purchaser may decline any such prepayment (collectively, the “Declined Amount”Section 2.18(b), in which case the Declined Amount shall be retained by Issuer. Each prepayment of the Notes Term Loans under this Section 2.2(c)(ii) 2.12 shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid. (e) Notwithstanding any provision to the contrary in this Agreement, the following amounts shall be excluded from the calculation of the amount of Net Cash Proceeds from any Asset Sale or Recovery Event, as applicable: (i) any Net Cash Proceeds from any Asset Sale by a Foreign Subsidiary or Net Cash Proceeds from any Recovery Event with respect to 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. Issuer shall deliver to each Purchaser notice Any amount that is excluded from the calculation of each prepayment of Notes Net Cash Proceeds in whole or in part pursuant to accordance with this Section 2.2(c)(ii2.12(e)(i) will not less 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 law to eliminate such limitations). Once the distribution of any of such affected Net Cash Proceeds is permitted under the applicable local law, the Parent Borrower shall prepay the Term Loans (not later than five (5) Business Days prior after such distribution is permitted) by an amount equal to such portion of such affected amount, except, for the avoidance of doubt, to the date such prepayment extent that a Reinvestment Notice has been or shall be made validly delivered pursuant to Section 2.12(b) in respect of such Net Cash Proceeds or to the extent Section 2.12(e)(ii) precludes such prepayment; and (eachii) any Net Cash Proceeds from any Asset Sale by a Foreign Subsidiary or Net Cash Proceeds from any Recovery Event with respect to a Foreign Subsidiary, a “Mandatory Prepayment Date”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 (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 law to avoid any such adverse tax consequence). Such notice Any amount that is excluded from the calculation of Net Cash Proceeds in accordance with this paragraph 2.12(e)(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 distribution of any of such affected Net Cash Proceeds would cease to result in adverse tax consequences, the Parent Borrower shall set forth prepay the Term Loans (not later than five (5) Business Days after such determination) by an amount equal to such portion of such affected amount, except, for the avoidance of doubt, to the extent that a 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 extent Section 2.12(e)(i) precludes such prepayment. Notwithstanding anything to the contrary in this Section 2.12, in no event shall any Group Member be required to repatriate cash of Non-Domestic Subsidiaries to the United States. (f) If, on any date, (i) the Mandatory Prepayment Dateaggregate Dollar Equivalents of the sum of the aggregate outstanding principal amounts of Foreign Currency Loans and any outstanding L/C Obligations denominated in any L/C Foreign Currency exceeds an amount equal to 105% of the Foreign Currency Sublimit, the Borrowers shall, without notice or demand, immediately repay such of the outstanding Foreign Currency Loans and cash collateralize any outstanding Letters of Credit denominated in any L/C Foreign Currency in an aggregate principal amount such that, after giving effect thereto, the aggregate Dollar Equivalents of the outstanding principal amounts of Foreign Currency Loans does not exceed the Foreign Currency Sublimit or (ii) the aggregate amount Total Revolving Extensions of such prepaymentCredit (including the Dollar Equivalents of any Revolving Extensions of Credit outstanding in a currency other than Dollars) exceed the Total Revolving Commitments, and the Total Revolving Extensions of Credit (iiiincluding the Dollar Equivalents of any Revolving Extensions of Credit outstanding in a currency other than Dollars) exceed the option of each Purchaser to (x) decline its share of such prepayment or (y) accept Declined Amounts. Any Purchaser that wishes to exercise its option to decline such prepayment or to accept Declined Amounts shall notify Issuer not later than three (3) Total Revolving Commitments for two consecutive Business Days prior to thereafter, then on such second Business Day thereafter, the Mandatory Prepayment Date. Issuer shall notBorrowers shall, and shall not permit any without notice or demand, immediately repay such of the Subsidiaries tooutstanding Revolving Extensions of Credit and cash collateralize any outstanding Letters of Credit in an aggregate principal amount such that, use after giving effect thereto, the Total Revolving Extensions of Credit (including the Dollar Equivalents of any Net Proceeds received from any Asset Sale to repay any Junior IndebtednessRevolving Extensions of Credit outstanding in a currency other than Dollars) do not exceed the Total Revolving Commitments.

Mandatory Prepayments. (i) If the principal amount of the Notes is accelerated (including, but not limited to, upon the occurrence of a bankruptcy or insolvency event (including the acceleration of claims by operation of law)), Issuer shall immediately pay to Purchasers, payable to each Purchaser in accordance with its respective Pro Rata Share, an amount equal to the sum of: (i) the outstanding principal amount of the Notes, plus (ii) accrued and unpaid interest thereon through the prepayment date, plus (iii) all other Obligations that are due and payable, including Purchasers’ Expenses and interest at the Default Rate, if applicable, with respect to any past due amounts. (iia) If on any date Issuer the Borrower or any Subsidiary of its Subsidiaries shall receive Net Cash Proceeds from any Asset SaleSale or Recovery Event then, Issuer shall apply with respect to an amount equal to one hundred percent (100%) 75% of such Net Cash Proceeds (“Allocated Proceeds, to prepay the Notes”; provided that, (1) Issuer that the Borrower or such Subsidiary may deliver instead deem a Reinvestment Notice with respect to the percentage portion of such Net Cash Proceeds in the Issuer Retention column below, and shall apply an amount equal to the percentage first 75% of the Total Net Proceeds to the Borrower or such Subsidiary from such Asset Sale or Recovery Event, when and as received, to be the Allocated Proceeds of such Net Asset Sale or Recovery Event), (i) if such Allocated Proceeds in are not Reinvestment Proceeds, such Allocated Proceeds shall be applied on the Note Repayment column below, to prepay fifth Business Day after the Notes: and date such proceeds are received toward the prepayment of the Term Loans or (2ii) notwithstanding the foregoingif such Allocated Proceeds are Reinvestment Proceeds, on each Reinvestment Prepayment Date, Issuer shall apply an amount equal to the relevant Reinvestment Prepayment Amount shall be applied toward the prepayment of the Term Loans in the manner specified in Section 2.9(c); provided that, notwithstanding clauses (i) and (ii) above, to the extent that the terms of the documentation for any First Lien Notes or Pre-Existing Debt that is secured on a pari passu basis with the Obligations under this Agreement require that a portion of such Allocated Proceeds be applied to purchase First Lien Notes or Pre-Existing Debt pursuant to a mandatory offer to purchase such First Lien Notes or Pre-Existing Debt, such Allocated Proceeds may be applied to prepay Term Loans in accordance with Section 2.9(c) and purchase First Lien Notes and/or Pre-Existing Debt on a pro rata basis based on the respective amounts of Term Loans and First Lien Notes and/or Pre-Existing Debt then outstanding. (b) If on any date the Borrower or any of its Subsidiaries shall receive Net Cash Proceeds from any Debt Incurrence Prepayment Event then with respect to the relevant Reinvestment Event an amount equal to prepay the Notes (together with any applicable premium). All 100% of such Net Cash Proceeds from Asset Sales shall be deposited applied toward the prepayment of the Term Loans in a Collateral Account pending repayment or reinvestment the manner specified in accordance with the terms Section 2.9(c). (c) The application of this Section 2.2(c). Amounts any amounts required to be applied in connection with prepayments made to a prepayment of Term Loans pursuant to this Section 2.2(c)(ii2.9(a) shall be payable made on a pro rata basis to each Purchaser in accordance with its respective Pro Rata Share; provided Class of Term Loans then outstanding (except to the extent that any Purchaser may decline Incremental Activation Notice for any Class of Incremental Term Loans or Extended Term Loans provide that such Incremental Term Loans or Extended Term Loans shall participate on a lesser basis or not participate at all). The application of any amounts required to be applied to a prepayment of Term Loans pursuant to Section 2.9(b) shall be made, at the Borrower’s option (collectively, by notice to the “Declined Amount”Administrative Agent), either (i) on a pro rata basis to each Class of Term Loans then outstanding or (ii) to the Term Loans of each Class in which case direct order of maturity (based on the Declined Amount respective Term Maturity Dates for such Classes) and, if more than one Class of Term Loans has the same Term Maturity Date, on a pro rata basis between such Classes of Term Loans based on the respective principal amount of such Classes of Term Loans then outstanding. Amounts required to be applied to the prepayment of Term Loans of any Class shall be retained by Issuerapplied first, to ABR Loans of such Class and, second, to Eurodollar Loans of such Class. Each prepayment of the Notes Term Loans under this Section 2.2(c)(ii) 2.9 shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid. Issuer shall deliver to each Purchaser notice of each prepayment of Notes in whole or in part pursuant to this Section 2.2(c)(ii) not 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 such prepayment, and (iii) the option of each Purchaser to (x) decline its share of such prepayment or (y) accept Declined Amounts. Any Purchaser that wishes to exercise its option to decline such prepayment or to accept Declined Amounts shall notify Issuer not later than three (3) Business Days prior to the Mandatory Prepayment Date. Issuer shall not, and shall not permit any of the Subsidiaries to, use any Net Proceeds received from any Asset Sale to repay any Junior Indebtedness.

Mandatory Prepayments. (i) If In addition to Borrowers’ obligation to pay the principal entire amount of the Notes is accelerated (including, but not limited to, Obligations upon the occurrence of a bankruptcy or insolvency event Revolving Commitment Termination Date, Borrowers shall also be jointly and severally required to prepay the Obligations as follows: (including A) Borrowers shall prepay the acceleration of claims by operation of law)), Issuer shall immediately pay to Purchasers, payable to each Purchaser Obligations (I) in accordance with its respective Pro Rata Share, an amount equal to the sum of: (i) the outstanding principal amount of the NotesNet Asset Sale Proceeds from Asset Sales of ABL Priority Collateral (other than the collection of Accounts and the sale or lease of Inventory in the Ordinary Course of Business) and (II) in the amount of all cash proceeds from the collection of Accounts or the sale or lease of Inventory in the Ordinary Course of Business. In addition, plus Borrowers shall prepay the Obligations in the amount of the Net Asset Sale Proceeds from Asset Sales of Notes Priority Collateral to the extent (iix) accrued such Net Asset Sale Proceeds are not required to be applied to the Senior Secured Notes or the Second Lien Obligations pursuant to the Intercreditor Agreement, as the case may be, and unpaid interest thereon through (y) such prepayment is otherwise permitted by the prepayment dateSenior Secured Notes Indenture and the Intercreditor Agreement; (B) Borrowers shall prepay the Obligations from (I) the Net Insurance/Condemnation Proceeds received by Agent or any Credit Party, plus as applicable paid in respect of any ABL Priority Collateral and (iiiII) all Net Insurance/Condemnation Proceeds to the extent (x) such Net Insurance/Condemnation Proceeds are not required to be applied to the Senior Secured Notes or the Second Lien Obligations pursuant to the Senior Secured Notes Indenture and the Intercreditor Agreement, as the case may be, and (y) such prepayment is otherwise permitted by the Senior Secured Notes Indenture and the Intercreditor Agreement; and (C) On the date of receipt by any Credit Party of any Cash proceeds from the incurrence of any Indebtedness of any Credit Party (other Obligations that are due and payable, including Purchasers’ Expenses and interest at the Default Rate, if applicable, than with respect to any past due amounts. (ii) If on any date Issuer Indebtedness permitted to be incurred pursuant to Section 6.1, including, without limitation, the Senior Secured Notes, the $125,000,000 Unsecured Debt, the Second Lien Obligations, or any Subsidiary the Subordinated Lien Obligations, if any), Borrowers shall receive Net Proceeds from any Asset Sale, Issuer shall apply prepay the Loans in an aggregate amount equal to one hundred percent (100%) % of such Net Proceedsproceeds, to prepay the Notes; provided that, (1) Issuer may deliver a Reinvestment Notice with respect to the percentage net of such Net Proceeds in the Issuer Retention column belowunderwriting discounts and commissions and other reasonable costs and expenses associated therewith, including reasonable legal fees and shall apply an amount equal to the percentage of such Net Proceeds in the Note Repayment column below, to prepay the Notes: and (2) notwithstanding the foregoing, on each Reinvestment Prepayment Date, Issuer shall apply an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event to prepay the Notes (together with any applicable premium). All Net Proceeds from Asset Sales shall be deposited in a Collateral Account pending repayment or reinvestment in accordance with the terms of this Section 2.2(c). Amounts expenses that are not otherwise required to be applied in connection with prepayments made to the Senior Secured Notes pursuant to this Section 2.2(c)(ii) shall be payable to each Purchaser in accordance with its respective Pro Rata Share; provided that any Purchaser may decline any such prepayment (collectively, the “Declined Amount”), in which case Senior Secured Notes Indenture and the Declined Amount shall be retained by Issuer. Each prepayment of the Notes under this Section 2.2(c)(ii) shall be accompanied by accrued interest $125,000,000 Unsecured Debt pursuant to the date of $125,000,000 Unsecured Debt Credit Agreement, as such prepayment agreements are in effect on the amount prepaid. Issuer shall deliver to each Purchaser notice of each prepayment of Notes in whole or in part pursuant to this Section 2.2(c)(ii) not 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 such prepayment, and (iii) the option of each Purchaser to (x) decline its share of such prepayment or (y) accept Declined Amounts. Any Purchaser that wishes to exercise its option to decline such prepayment or to accept Declined Amounts shall notify Issuer not later than three (3) Business Days prior to the Mandatory Prepayment Date. Issuer shall not, and shall not permit any of the Subsidiaries to, use any Net Proceeds received from any Asset Sale to repay any Junior Indebtednesshereof.

Mandatory Prepayments. (ia) If any Indebtedness shall be incurred or issued by any Group Member after the principal amount of the Notes is accelerated Closing Date (including, but not limited to, upon the occurrence of a bankruptcy or insolvency event (including the acceleration of claims by operation of lawother than Excluded Indebtedness)), Issuer shall immediately pay to Purchasers, payable to each Purchaser in accordance with its respective Pro Rata Share, an amount equal to the sum of: (i) the outstanding principal amount 100% of the Notes, plus (ii) accrued and unpaid interest thereon through Net Cash Proceeds thereof shall be applied on the date of such incurrence or issuance toward the prepayment date, plus (iii) all other Obligations that are due and payable, including Purchasers’ Expenses and interest at of the Default Rate, if applicable, with respect to any past due amountsTerm Loans as set forth in Section 4.2(d). (ii1) If on any date Issuer or any Subsidiary Group Member shall receive Net Cash Proceeds from any Asset SaleSale or Recovery Event then, Issuer unless a Reinvestment Notice shall apply be delivered in respect thereof, an amount equal to one hundred percent (100%) % of such Net Proceeds, to prepay Cash Proceeds shall be applied on such date toward the Notesprepayment of the Term Loans as set forth in Section 4.2(d); provided that, (1) Issuer may deliver a Reinvestment Notice with respect to the percentage of such Net Proceeds in the Issuer Retention column below, and shall apply an amount equal to the percentage of such Net Proceeds in the Note Repayment column below, to prepay the Notes: and (2) notwithstanding the foregoing, on each Reinvestment Prepayment Date, Issuer shall apply an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied toward the prepayment of the Term Loans as set forth in Section 4.2(d). (2) Notwithstanding the foregoing, to prepay the Notes extent that (together with and for so long as) any of or all of the Net Cash Proceeds of any Asset Sale or any Recovery Event by a Foreign Subsidiary giving rise to mandatory prepayment pursuant to Section 4.2(b)(1) (each such Asset Sale and Recovery Event, a “Specified Asset Sale”) are prohibited or delayed by applicable premiumlocal Requirements of Law from being repatriated to the jurisdiction of organization of the Borrower, the calculation of Net Cash Proceeds shall be reduced by the amount so prohibited or delayed; provided, that once such repatriation of any such affected Net Cash Proceeds is permitted under the applicable local Requirements of Law, the Group Members shall be treated as having received Net Cash Proceeds equal to the amount of such reduction. (c) The Borrower shall, on each Excess Cash Flow Application Date, apply the ECF Percentage of the excess, if any, of (i) Excess Cash Flow for the related Excess Cash Flow Payment Period minus (ii) Voluntary Prepayments made during such Excess Cash Flow Payment Period or, at the option of the Borrower, on or prior such Excess Cash Flow Application Date, toward the prepayment of the Term Loans as set forth in Section 4.2(d). All Net Proceeds from Asset Sales Each such prepayment shall be deposited made on a date (an “Excess Cash Flow Application Date”) no later than ten (10) days after the date on which the financial statements referred to in a Collateral Account pending repayment or reinvestment in accordance Section 7.1(a) for the fiscal year of the Borrower with respect to which such prepayment is made are required to be delivered to the terms of this Section 2.2(c). Lenders. (d) Amounts to be applied in connection with prepayments made pursuant to this Section 2.2(c)(ii) 4.2 shall be payable applied to each Purchaser the prepayment of the Term Loans in accordance with its respective Pro Rata Share; provided that any Purchaser may decline any such prepayment (collectivelySection 4.8 and first, the “Declined Amount”)to Base Rate Loans and, in which case the Declined Amount shall be retained by Issuersecond, to Eurodollar Loans. Each prepayment of the Notes Term Loans under this Section 2.2(c)(ii) 4.2 shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid. Issuer . (e) The Additional Term B-1 Commitment shall deliver to each Purchaser notice terminate upon funding on the Amendment No.1 2 Effective Date. (f) For the avoidance of each doubt, if any prepayment of Notes in whole under Section 4.2(a) made on or in part pursuant to this Section 2.2(c)(ii) not less than five (5) Business Days prior to the date such prepayment firstsix month anniversary of the Amendment No. 12 Effective Date is a Repricing Transaction, the repayment shall be made (each, a “Mandatory Prepayment Date”subject to Section 4.1(d). Such notice shall set forth (i) the Mandatory Prepayment Date, (ii) the aggregate amount of such prepayment, and (iii) the option of each Purchaser to (x) decline its share of such prepayment or (y) accept Declined Amounts. Any Purchaser that wishes to exercise its option to decline such prepayment or to accept Declined Amounts shall notify Issuer not later than three (3) Business Days prior to the Mandatory Prepayment Date. Issuer shall not, and shall not permit any of the Subsidiaries to, use any Net Proceeds received from any Asset Sale to repay any Junior Indebtedness.

Mandatory Prepayments. (a) The Borrowers shall repay the Term Loan in full in cash and pay all other non-contingent monetary Obligations that are then due and payable on the Maturity Date. (b) The Borrowers shall prepay the Term Loan, in whole or in part, and pay all accrued but unpaid interest on the portion so prepaid, on a pro rata basis among the Lenders in accordance with their respective Pro Rata Shares of the Term Loan on the date that any Borrower receives the Net Cash Proceeds from (i) If the principal amount sale of any Designated Collateral, or (ii) any casualty insurance proceeds with respect to any Designated Collateral to the Notes is accelerated (includingextent such casualty insurance proceeds are not used to rebuild, but not limited toreconstruct, upon or replace the occurrence of a bankruptcy or insolvency event (including the acceleration of claims by operation of law)), Issuer shall immediately pay to Purchasers, payable to each Purchaser affected Designated Collateral in accordance with its respective Pro Rata Sharethe terms of the applicable Mortgage, or (iii) any eminent domain, condemnation or similar taking with respect to any Designated Collateral, in each case, other than in connection with the sale or other disposition of the Headquarters Property, in an amount equal to 100% of the Net Cash Proceeds received, and in connection with the sale or other disposition of the Headquarters Property, an amount equal to the sum of: first $5,000,000 of Net Cash Proceeds received upon the sale or other disposition thereof. Each mandatory prepayment of the Term Loan made pursuant to this Section 3.1(b) shall be applied first to any Base Rate Loans until paid in full, then to any LIBOR Rate Loans until paid in full. (c) In conjunction with each mandatory prepayment of the Term Loan required pursuant to (i) Sections 3.1(a) and (b) hereof, the outstanding principal amount of the Notes, plus (ii) accrued and unpaid interest thereon through the prepayment date, plus (iii) all other Obligations that are due and payable, including Purchasers’ Expenses and interest at the Default Rate, if applicableBorrowers shall pay to each Lender, with respect to any past LIBOR Rate Loan prepaid, the amounts due amounts. under Section 4.4, if any, and (ii) If on any date Issuer or any Subsidiary Section 3.1(b) hereof, the Borrowers shall receive Net Proceeds from any Asset Sale, Issuer shall apply an amount equal pay to one hundred percent (100%) of such Net Proceeds, to prepay the Notes; provided that, (1) Issuer may deliver each Lender a Reinvestment Notice with respect to the percentage of such Net Proceeds mandatory prepayment fee in the Issuer Retention column below, and shall apply an amount equal to the percentage of such Net Proceeds in the Note Repayment column below, to prepay the Notes: and (2) notwithstanding the foregoing, on each Reinvestment Adjusted Applicable Prepayment Date, Issuer shall apply an amount equal Premium corresponding to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event to prepay the Notes (together with any applicable premium). All Net Proceeds from Asset Sales shall be deposited in a Collateral Account pending repayment or reinvestment in accordance with the terms of this Section 2.2(c). Amounts to be applied in connection with prepayments made pursuant to this Section 2.2(c)(ii) shall be payable to each Purchaser in accordance with its respective Pro Rata Share; provided that any Purchaser may decline any such required mandatory prepayment (collectively, the “Declined Amount”), in which case the Declined Amount shall be retained by Issuer. Each prepayment of the Notes under this Section 2.2(c)(ii) shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid. Issuer shall deliver to each Purchaser notice of each prepayment of Notes in whole or in part pursuant to this Section 2.2(c)(ii) not 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 such prepayment, and (iii) the option of each Purchaser to (x) decline its share of such prepayment or (y) accept Declined Amounts. Any Purchaser that wishes to exercise its option to decline such prepayment or to accept Declined Amounts shall notify Issuer not later than three (3) Business Days prior to the Mandatory Prepayment Date. Issuer shall not, and shall not permit any of the Subsidiaries to, use any Net Proceeds received from any Asset Sale to repay any Junior Indebtednessamount.

Mandatory Prepayments. (ia) If On the principal amount next occurring Payment Date following the date on which Lender actually receives any Net Proceeds (or, if such day is not a Business Day, the immediately succeeding Business Day), if Lender is not obligated to make such Net Proceeds available to Borrower for the Restoration of the Notes is accelerated (includingapplicable Individual Property or otherwise remit such Net Proceeds to Borrower pursuant to Section 6.4 hereof, but not limited to, upon the occurrence Lender shall apply Net Proceeds as a prepayment of all or a bankruptcy or insolvency event (including the acceleration portion of claims by operation of law)), Issuer shall immediately pay to Purchasers, payable to each Purchaser in accordance with its respective Pro Rata Share, an amount equal to the sum of: (i) the outstanding principal amount balance of the Notes, plus (ii) Loan together with accrued interest and unpaid interest thereon through the prepayment date, plus (iii) all any other Obligations that are sums due and payable, including Purchasers’ Expenses and interest at the Default Rate, if applicable, with respect to any past due amounts. (ii) If on any date Issuer or any Subsidiary shall receive Net Proceeds from any Asset Sale, Issuer shall apply hereunder in an amount equal to one hundred percent (100%) of such Net Proceeds; provided, to prepay the Notes; provided that, (1) Issuer however, if an Event of Default has occurred and is continuing, Lender may deliver a Reinvestment Notice with respect to the percentage of apply such Net Proceeds in the Issuer Retention column below, and shall apply an amount equal to the percentage of such Net Proceeds Debt (until paid in the Note Repayment column below, to prepay the Notes: and (2full) notwithstanding the foregoing, on each Reinvestment Prepayment Date, Issuer shall apply an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event to prepay the Notes (together with in any applicable premium)order or priority in its sole discretion. All Net Proceeds from Asset Sales No yield maintenance premium or other premium shall be deposited in a Collateral Account pending repayment or reinvestment in accordance with the terms of this Section 2.2(c). Amounts to be applied due in connection with prepayments any prepayment made pursuant to this Section 2.2(c)(ii) shall be payable to each Purchaser in accordance with its respective Pro Rata Share; provided that any Purchaser may decline any such 2.4.2. Any partial prepayment (collectively, the “Declined Amount”), in which case the Declined Amount shall be retained by Issuer. Each prepayment of the Notes under this Section 2.2(c)(ii) 2.4.2 shall be accompanied applied by accrued interest to Lender in such order and priority as Lender shall determine in its sole and absolute discretion. (b) On the date of on which Borrower tenders a Casualty/Condemnation Prepayment pursuant to Section 6.4(f) hereof, such prepayment tender shall include (a) all accrued and unpaid interest and the principal indebtedness being prepaid, including interest on the amount prepaid. Issuer shall deliver to each Purchaser notice of each prepayment of Notes in whole or in part pursuant to this Section 2.2(c)(ii) not 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 outstanding principal amount of the Loan being prepaid through the last day of the month within which such prepaymenttender occurs, and (iiib) the option of each Purchaser to (x) decline its share of such prepayment or (y) accept Declined Amounts. Any Purchaser that wishes to exercise its option to decline such prepayment or to accept Declined Amounts shall notify Issuer not later than three (3) Business Days prior any other sums due hereunder relating to the Mandatory Prepayment DateLoan. Issuer No yield maintenance or other premium shall not, and shall not permit be due in connection with any of the Subsidiaries to, use any Net Proceeds received from any Asset Sale to repay any Junior IndebtednessCasualty/Condemnation Prepayment.

Mandatory Prepayments. (ia) If Unless the principal amount of the Notes is accelerated Required Prepayment Lenders shall otherwise agree, if any Indebtedness (including, but not limited to, upon the occurrence of a bankruptcy or insolvency event (including the acceleration of claims by operation of law)), Issuer shall immediately pay to Purchasers, payable to each Purchaser excluding any Indebtedness incurred in accordance with its respective Pro Rata ShareSection 7.2) shall be incurred by the Borrower or any Domestic Subsidiary that is a Restricted Subsidiary, an amount equal to 100% of the sum of: Net Cash Proceeds thereof shall be applied on the date of receipt of such Net Cash Proceeds toward the prepayment of the Term Loans as set forth in Section 2.12(d). (b) Unless the Required Prepayment Lenders shall otherwise agree, if on any date the Borrower or any Domestic Subsidiary that is a Restricted Subsidiary shall for its own account receive Net Cash Proceeds from any Asset Sale or Recovery Event then, unless a Reinvestment Notice shall be delivered in respect thereof, such Net Cash Proceeds shall be applied on such date toward the prepayment of the Term Loans as set forth in Section 2.12(d); provided that notwithstanding the foregoing, (i) the outstanding principal Borrower shall not be required to prepay the Term Loans pursuant to this paragraph (b) in excess of the amount such that the Total Senior Secured Leverage Ratio immediately after such prepayment would be equal to or less than the Total Senior Secured Leverage Ratio immediately prior to effecting such Asset Sale (the amount of Net Cash Proceeds not required to prepay the NotesTerm Loans as a result of this provision is herein referred to as “Excess Sale Proceeds”), plus (ii) accrued and unpaid interest thereon through during any fiscal year, the prepayment date, plus (iii) all other Obligations that are due and payable, including Purchasers’ Expenses and interest at the Default Rate, if applicable, with respect Borrower shall not be permitted to any past due amounts. (ii) If on any date Issuer or any Subsidiary shall receive Net Proceeds from any Asset Sale, Issuer shall apply an amount equal to one hundred percent (100%) of such Net Proceeds, to prepay the Notes; provided that, (1) Issuer may deliver a Reinvestment Notice with in respect to the percentage of such Net Cash Proceeds in the Issuer Retention column below, and shall apply an amount equal to the percentage of extent that after giving effect to such Asset Sale or Recovery Event, such Net Cash Proceeds, together with all other Net Cash Proceeds of all such Asset Sales and Recovery Events received in the Note Repayment column belowsuch fiscal year, to prepay the Notes: and would exceed 5% of Consolidated Total Assets, (2iii) notwithstanding the foregoing, on each Reinvestment Prepayment Date, Issuer the Term Loans shall apply be prepaid as set forth in Section 2.12(d) by an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event and (iv) on the date (the “Trigger Date”) that is one year after any such Reinvestment Prepayment Date, the Term Loans shall be prepaid as set forth in Section 2.12(d) by an amount equal to prepay the Notes portion of any Committed Reinvestment Amount with respect to the relevant Reinvestment Event not actually expended by such Trigger Date. (together c) Unless the Required Prepayment Lenders shall otherwise agree, if, for any fiscal year of the Borrower commencing with the fiscal year ending December 31, 2008, there shall be Excess Cash Flow, the Borrower shall, on the relevant Excess Cash Flow Application Date, apply an amount equal to (i) the Excess Cash Flow Percentage of such Excess Cash Flow minus (ii) the aggregate amount of all prepayments of Revolving Loans and Swingline Loans during such fiscal year to the extent accompanied by permanent optional reductions of the Revolving Commitments and all optional prepayments of the Term Loans during such fiscal year, in each case other than to the extent any applicable premiumsuch prepayment is funded with the proceeds of new long-term Indebtedness, toward the prepayment of the Term Loans as set forth in Section 2.12(d). All Net Proceeds from Asset Sales Each such prepayment shall be deposited made on a date (an “Excess Cash Flow Application Date”) no later than ten days after the date on which the financial statements referred to in a Collateral Account pending repayment or reinvestment Section 6.1(a), for the fiscal year with respect to which such prepayment is made, are required to be delivered to the Administrative Agent. Notwithstanding the foregoing, all mandatory prepayments pursuant to this Section 2.12(c) shall be limited to the extent that the Borrower reasonably determines that such mandatory prepayments would result in accordance with adverse tax consequences related to the terms repatriation of funds in connection therewith by Foreign Subsidiaries of the Borrower; provided that any amount so excluded from any such mandatory prepayment pursuant to the operation of this Section 2.2(c). sentence shall not increase the Available Amount pursuant to clause (a)(i) of the definition thereof. (d) Amounts to be applied in connection with prepayments made pursuant to this Section 2.2(c)(ii) 2.12 shall be payable applied to each Purchaser the prepayment of the Term Loans in accordance with its respective Pro Rata Share; provided that Section 2.18(b) until paid in full. The application of any Purchaser may decline any such prepayment (collectively, the “Declined Amount”), in which case the Declined Amount pursuant to Section 2.12 shall be retained by Issuermade, first, to Base Rate Loans and, second, to LIBO Rate Loans. Each prepayment of the Notes Term Loans under this Section 2.2(c)(ii) 2.12 shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid. Issuer shall deliver . (e) Notwithstanding anything to the contrary in Section 2.12(d) or 2.18, with respect to the amount of any mandatory prepayment described in Section 2.12(a) through (c) above (which, for the avoidance of doubt, includes prepayments of any New Term Loans) (such amounts, the “Prepayment Amount”), at any time when Term Loans remain outstanding, the Borrower will, in lieu of applying such amount to the prepayment of Term Loans as provided in paragraph (d) above, on the date specified in Section 2.12 for such prepayment, give the Administrative Agent telephonic notice (promptly confirmed in writing) requesting that the Administrative Agent prepare and provide to each Purchaser Term Lender (which, for the avoidance of doubt, includes any Lender holding a New Term Loan) a notice of each prepayment of Notes in whole or in part pursuant to this Section 2.2(c)(ii) not less than five (5) Business Days prior to the date such prepayment shall be made (each, a “Prepayment Option Notice”) as described below. As promptly as practicable after receiving such notice from the Borrower, the Administrative Agent will send to each Term Lender a Prepayment Option Notice, which shall be in the form of Exhibit J (or such other form approved by the Administrative Agent), and shall include an offer by the Borrower to prepay on the date (each a “Mandatory Prepayment Date”)) that is ten Business Days after the date of the Prepayment Option Notice, the relevant Term Loans of such Lender by an amount equal to the portion of the Prepayment Amount indicated in such Lender’s Prepayment Option Notice as being applicable to such Lender’s Term Loans. Such notice shall set forth (i) On the Mandatory Prepayment Date, (ii) the Borrower shall pay to the relevant Term Lenders the aggregate amount necessary to prepay that portion of the outstanding relevant Term Loans in respect of which such prepayment, and Lenders have accepted (iii) the option of each Purchaser it being understood that any Lender’s failure to (x) decline its share of such prepayment or (y) accept Declined Amounts. Any Purchaser that wishes to exercise its option to decline such prepayment or to accept Declined Amounts shall notify Issuer not later than three (3) Business Days object prior to the relevant Mandatory Prepayment Date. Issuer Date shall not, and shall not permit any be deemed as an acceptance by such Lender of the Subsidiaries tooffer to prepay contained in such Prepayment Option Notice and the amount to be prepaid in respect of Term Loans held by such Lender) prepayment as described above; provided that, use following such offer and application, any Net Proceeds received from any Asset Sale amount remaining unapplied shall be returned to repay any Junior Indebtednessthe Borrower.

Mandatory Prepayments. (ia) [reserved]. (b) If the principal amount of the Notes is accelerated any Indebtedness shall be incurred by any Group Member (including, but not limited to, upon the occurrence of a bankruptcy or insolvency event (including the acceleration of claims by operation of law)), Issuer shall immediately pay to Purchasers, payable to each Purchaser excluding any Indebtedness incurred in accordance with its respective Pro Rata ShareSection 7.2), an amount equal to 100% of the sum of: Net Cash Proceeds thereof shall be applied on the date of such incurrence toward the prepayment of the Term Loans and other amounts as set forth in Section 2.12(e). Contemporaneously with the prepayment of the Term Loans pursuant to this Section 2.12(b) prior to the first anniversary of the Closing Date, the Borrower shall pay to the Administrative Agent (for the ratable benefit of the Lenders), a prepayment fee equal to 1.00% of the aggregate amount of the Term Loans so prepaid. Any such Term Loan prepayment fee shall be fully earned on the date paid and shall not be refundable for any reason; provided that in the event that (i) such prepayment occurs as a result of a Refinancing and (ii) SVB acts as the outstanding principal sole and exclusive administrative agent and collateral agent for such Refinancing, then any Lender participating in such Refinancing shall not be entitled to any portion of the prepayment premium, and the amount of the Notes, plus (ii) accrued and unpaid interest thereon through the total prepayment date, plus (iii) all other Obligations that are due and payable, including Purchasers’ Expenses and interest at the Default Rate, if applicable, with respect to any past due amountspremium shall be reduced accordingly. (iic) If on any date Issuer or any Subsidiary Group Member shall receive Net Cash Proceeds from any Asset SaleSale or Recovery Event then, Issuer shall apply an amount equal to one hundred percent (100%) of such Net Proceeds, to prepay the Notes; provided that, (1) Issuer may deliver unless a Reinvestment Notice with shall be delivered in respect to the percentage of thereof, such Net Cash Proceeds shall be applied on such date toward the prepayment of the Loans and other amounts as set forth in the Issuer Retention column below, and shall apply an amount equal to the percentage of such Net Proceeds in the Note Repayment column below, to prepay the Notes: and (2) notwithstanding the foregoing, Section 2.12(e); provided that on each Reinvestment Prepayment Date, Issuer shall apply an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event to prepay the Notes (together with any applicable premium). All Net Proceeds from Asset Sales shall be deposited applied toward the prepayment of the Loans and other amounts as set forth in a Collateral Account pending repayment or reinvestment in accordance with the terms of this Section 2.2(c2.12(e). . (d) [reserved]. (e) Amounts to be applied in connection with prepayments made pursuant to this Section 2.2(c)(ii) 2.12 shall be payable applied first to each Purchaser the prepayment of installments due in respect of the Term Loans on a pro rata basis and in accordance with its respective Pro Rata Share; Sections 2.3 and 2.18(b) and second to repay outstanding Revolving Loans and Swingline Loans in accordance with Section 2.18(c) (with no corresponding permanent reduction in the Revolving Commitments) (provided that any Purchaser 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 retained distributed first, to the prepayment, on a pro rata basis, of the Term Loans held by IssuerTerm Lenders that have elected to accept such Declined Amounts; and second, to the extent of any residual, if no Term Loans remain outstanding, to the prepayment of the Revolving Loans and Swingline Loans in accordance with Section 2.18(c) (with no corresponding permanent reduction in the Revolving Commitments). Each prepayment of the Notes Loans under this Section 2.2(c)(ii2.12 (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 prepayment on the amount prepaid. Issuer The Borrower shall deliver to the Administrative Agent and each Purchaser Term Lender notice of each prepayment of Notes Term Loans in whole or in part pursuant to this Section 2.2(c)(ii) 2.12 not 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 such prepayment, prepayment and (iii) the option options of each Purchaser Term Lender to (x) decline or accept its share of such prepayment or and (y) to accept Declined Amounts. Any Purchaser Term Lender that wishes to exercise its option to decline such prepayment or to accept Declined Amounts shall notify Issuer the Administrative Agent by facsimile not later than three (3) Business Days prior to the Mandatory Prepayment Date. Issuer . (f) The Borrower shall notdeliver to the Administrative Agent, and shall not permit any 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 Subsidiaries toamount of such prepayment and (ii) to the extent practicable, use at least ten (10) days’ prior written notice of such prepayment (and the Administrative Agent shall promptly provide the same to each Lender). Each notice of prepayment shall specify the prepayment and the principal amount of each Loan (or portion thereof) to be prepaid. (g) No prepayment fee shall be payable in respect of any Net Proceeds received from any Asset Sale mandatory prepayments made pursuant to repay any Junior Indebtednessthis Section 2.12, other than pursuant to Section 2.12(b).

Mandatory Prepayments. (a) If any Indebtedness shall be incurred by the Borrower or any of its Subsidiaries after the Closing Date (excluding (i) If the principal amount of the Notes is accelerated (including, but not limited to, upon the occurrence proceeds of a bankruptcy or insolvency event Permitted Receivables Financing, and (including the acceleration of claims by operation of law)), Issuer shall immediately pay to Purchasers, payable to each Purchaser ii) any other permitted Indebtedness incurred in accordance with its respective Pro Rata ShareSection 7.2), an amount equal to the sum of: (i) the outstanding principal amount Applicable Prepayment Percentage of the Notes, plus (ii) accrued and unpaid interest thereon through Net Cash Proceeds thereof shall be applied on the date of such issuance or incurrence toward the prepayment date, plus (iii) all other Obligations that are due and payable, including Purchasers’ Expenses and interest at of the Default Rate, if applicable, with respect to any past due amountsTerm Loans as set forth in Section 2.13(c). (iib) If on any date Issuer the Borrower or any Subsidiary of its Subsidiaries shall receive Net Cash Proceeds from any Asset SaleSale or Recovery Event then, Issuer unless a Reinvestment Notice shall apply an amount equal be delivered in respect thereof (or will be delivered concurrently with the next compliance certificate to one hundred percent (100%) be delivered pursuant to Section 6.2(b)), the Applicable Prepayment Percentage of such Net ProceedsCash Proceeds shall be applied on such date toward the prepayment of the Term Loans as set forth in Section 2.13(c); provided, to prepay the Notes; provided that, (1) Issuer may deliver a Reinvestment Notice with respect to the percentage of such Net Proceeds in the Issuer Retention column below, and shall apply an amount equal to the percentage of such Net Proceeds in the Note Repayment column below, to prepay the Notes: and (2) notwithstanding the foregoing, on each Reinvestment Prepayment Date, Issuer shall apply an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event to prepay the Notes (together with any applicable premium). All Net Proceeds from Asset Sales shall be deposited applied toward the prepayment of the Term Loans as set forth in a Collateral Account pending repayment Section 2.13(c). (c) The application of any prepayment pursuant to Section 2.13(a) or reinvestment in accordance with (b) shall be made ratably to the terms Term Loans based on the outstanding respective principal amounts thereof. Partial prepayments of this Section 2.2(c). Amounts to be applied in connection with prepayments made the Term Loans pursuant to this Section 2.2(c)(ii) 2.13 shall be payable applied to each Purchaser the remaining installments thereof in accordance with its respective Pro Rata Share; provided that the direct order of maturity. The application of any Purchaser may decline any such prepayment (collectively, the “Declined Amount”), in which case the Declined Amount of Term Loans pursuant to this Section 2.13 shall be retained by Issuermade, first, to ABR Loans and second, to Eurodollar Loans. Each prepayment of the Notes Loans under this Section 2.2(c)(ii) 2.13 shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid. Issuer shall deliver to each Purchaser notice of each prepayment of Notes in whole or in part pursuant to this Section 2.2(c)(ii) not 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 such prepayment, and (iii) the option of each Purchaser to (x) decline its share of such prepayment or (y) accept Declined Amounts. Any Purchaser that wishes to exercise its option to decline such prepayment or to accept Declined Amounts shall notify Issuer not later than three (3) Business Days prior to the Mandatory Prepayment Date. Issuer shall not, and shall not permit any of the Subsidiaries to, use any Net Proceeds received from any Asset Sale to repay any Junior Indebtedness.

Mandatory Prepayments. (i) If the principal amount of the Notes is accelerated (including, but not limited to, upon the occurrence of a bankruptcy or insolvency event (including the acceleration of claims by operation of law)), Issuer shall immediately pay to Purchasers, payable to each Purchaser in accordance with its respective Pro Rata Share, an amount equal to the sum of: (i) the outstanding principal amount of the Notes, plus (ii) accrued and unpaid interest thereon through the prepayment date, plus (iii) all other Obligations that are due and payable, including Purchasers’ Expenses and interest at the Default Rate, if applicable, with respect to any past due amounts. (ii) If on any date Issuer or any Subsidiary shall receive Net Proceeds from any Asset Sale, Issuer shall apply an amount equal to one hundred percent (100%) of such Net Proceeds, to prepay the Notes; provided that, (1) Issuer may deliver a Reinvestment Notice with respect to the percentage of such Net Proceeds in the Issuer Retention column below, and shall apply an amount equal to the percentage of such Net Proceeds in the Note Repayment column below, to prepay the Notes: First $10.0 25.0 % 75.0 % Next $10.0 35.0 % 65.0 % Next $10.0 45.0 % 45.0 % Any remaining proceeds thereafter 50.0 % 50.0 % and (2) notwithstanding the foregoing, on each Reinvestment Prepayment Date, Issuer shall apply an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event to prepay the Notes (together with any applicable premium). All Net Proceeds from Asset Sales shall be deposited in a Collateral Account pending repayment or reinvestment in accordance with the terms of this Section 2.2(c). Amounts to be applied in connection with prepayments made pursuant to this Section 2.2(c)(ii) shall be payable to each Purchaser in accordance with its respective Pro Rata Share; provided that any Purchaser may decline any such prepayment (collectively, the “Declined Amount”), in which case the Declined Amount shall be retained by Issuer. Each prepayment of the Notes under this Section 2.2(c)(ii) shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid. Issuer shall deliver to each Purchaser notice of each prepayment of Notes in whole or in part pursuant to this Section 2.2(c)(ii) not 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 such prepayment, and (iii) the option of each Purchaser to (x) decline its share of such prepayment or (y) accept Declined Amounts. Any Purchaser that wishes to exercise its option to decline such prepayment or to accept Declined Amounts shall notify Issuer not later than three (3) Business Days prior to the Mandatory Prepayment Date. Issuer shall not, and shall not permit any of the Subsidiaries to, use any Net Proceeds received from any Asset Sale to repay any Junior Indebtedness.

Mandatory Prepayments. (ia) [reserved]. (b) If the principal amount of the Notes is accelerated any Indebtedness shall be incurred by any Group Member (including, but not limited to, upon the occurrence of a bankruptcy or insolvency event (including the acceleration of claims by operation of law)), Issuer shall immediately pay to Purchasers, payable to each Purchaser excluding any Indebtedness incurred in accordance with its respective Pro Rata ShareSection 7.2 but including any Overadvance set forth in Section 2.8(a), an amount equal to the sum of: (i) the outstanding principal amount 100% of the Notes, plus (ii) accrued and unpaid interest thereon through Net Cash Proceeds thereof shall be applied on the date of such incurrence toward the prepayment date, plus (iii) all of the Term Loans and other Obligations that are due and payable, including Purchasers’ Expenses and interest at the Default Rate, if applicable, with respect to any past due amountsamounts as set forth in Section 2.12(e). (iic) If on any date Issuer or any Subsidiary Group Member shall receive Net Cash Proceeds from any Asset SaleSale or Recovery Event then, Issuer shall apply an amount equal to one hundred percent (100%) of such Net Proceeds, to prepay the Notes; provided that, (1) Issuer may deliver unless a Reinvestment Notice with shall be delivered in respect to the percentage of thereof, such Net Cash Proceeds shall be applied on such date toward the prepayment of the Loans and other amounts as set forth in the Issuer Retention column below, and shall apply an amount equal to the percentage of such Net Proceeds in the Note Repayment column below, to prepay the Notes: and (2) Section 2.12(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 $1,000,000 in any fiscal year of the Borrower and (ii) on each Reinvestment Prepayment Date, Issuer shall apply an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event to prepay the Notes (together with any applicable premium). All Net Proceeds from Asset Sales shall be deposited applied toward the prepayment of the Loans and other amounts as set forth in a Collateral Account pending repayment or reinvestment in accordance with the terms of this Section 2.2(c2.12(e). . (d) [reserved]. (e) Amounts to be applied in connection with prepayments made pursuant to this Section 2.2(c)(ii) 2.12 shall be payable applied to each Purchaser the prepayment of installments due in respect of the Term Loans in reverse order of maturity and in accordance with its respective Pro Rata Share; Sections 2.3 and 2.18(b) (provided that any Purchaser 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 retained distributed first, to the prepayment, on a pro rata basis, of the Term Loans held by IssuerTerm Lenders that 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 2.15(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 L/C Lenders on terms and conditions satisfactory to the Issuing Lender. Each prepayment of the Notes Loans under this Section 2.2(c)(ii2.12 (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 prepayment on the amount prepaid. Issuer The Borrower shall deliver to the Administrative Agent and each Purchaser Term Lender notice of each prepayment of Notes Term Loans in whole or in part pursuant to this Section 2.2(c)(ii) 2.12 not 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 such prepayment, prepayment and (iii) the option options of each Purchaser Term Lender to (x) decline or accept its share of such prepayment or and (y) to accept Declined Amounts. Any Purchaser Term Lender that wishes to exercise its option to decline such prepayment or to accept Declined Amounts shall notify Issuer the Administrative Agent by facsimile not later than three (3) Business Days prior to the Mandatory Prepayment Date. Issuer . (f) The Borrower shall notdeliver to the Administrative Agent, and shall not permit any 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 Subsidiaries toamount of such prepayment or reduction and (ii) to the extent practicable, use at least ten days prior written notice of such 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 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 Net Proceeds received from any Asset Sale mandatory prepayments made pursuant to repay any Junior Indebtednessthis Section 2.12.

Mandatory Prepayments. (ia) [Reserved]. (b) If the principal amount of the Notes is accelerated any Indebtedness shall be incurred by any Group Member (including, but not limited to, upon the occurrence of a bankruptcy or insolvency event (including the acceleration of claims by operation of law)), Issuer shall immediately pay to Purchasers, payable to each Purchaser excluding any Indebtedness incurred in accordance with its respective Pro Rata ShareSection 7.2 but including any Overadvance set forth in Section 2.8(a), an amount equal to the sum of: (i) the outstanding principal amount 100% of the Notes, plus (ii) accrued and unpaid interest thereon through Net Cash Proceeds thereof shall be applied on the date of such incurrence toward the prepayment date, plus (iii) all of the Term Loans and other Obligations that are due and payable, including Purchasers’ Expenses and interest at the Default Rate, if applicable, with respect to any past due amountsamounts as set forth in Section 2.12(e). (iic) If on any date Issuer or any Subsidiary Group Member shall receive Net Cash Proceeds from any Asset SaleSale or Recovery Event then, Issuer shall apply an amount equal to one hundred percent (100%) of such Net Proceeds, to prepay the Notes; provided that, (1) Issuer may deliver unless a Reinvestment Notice with shall be delivered in respect to the percentage of thereof, such Net Cash Proceeds shall be applied on such date toward the prepayment of the Loans and other amounts as set forth in the Issuer Retention column below, and shall apply an amount equal to the percentage of such Net Proceeds in the Note Repayment column below, to prepay the Notes: and (2) Section 2.12(e); provided that notwithstanding the foregoing, on each Reinvestment Prepayment Date, Issuer shall apply an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event to prepay the Notes (together with any applicable premium). All Net Proceeds from Asset Sales shall be deposited applied toward the prepayment of the Loans and other amounts as set forth in a Collateral Account pending repayment or reinvestment in accordance with the terms of this Section 2.2(c2.12(e). . (d) [Reserved]. (e) Amounts to be applied in connection with prepayments made pursuant to this Section 2.2(c)(ii) 2.12 shall be payable applied to each Purchaser the prepayment of installments due in respect of the Term Loans in reverse order of maturity and in accordance with its respective Pro Rata Share; Sections 2.3 and 2.18(b) (provided that any Purchaser 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 retained distributed first, to the prepayment, on a pro rata basis, of the Term Loans held by IssuerTerm Lenders that 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 2.15(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 L/C Lenders on terms and conditions satisfactory to the Issuing Lender. Each prepayment of the Notes Loans under this Section 2.2(c)(ii2.12 (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 prepayment on the amount prepaid. Issuer The Borrower shall deliver to the Administrative Agent and each Purchaser Term Lender notice of each prepayment of Notes Term Loans in whole or in part pursuant to this Section 2.2(c)(ii) 2.12 not 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 such prepayment, prepayment and (iii) the option options of each Purchaser Term Lender to (x) decline or accept its share of such prepayment or and (y) to accept Declined Amounts. Any Purchaser Term Lender that wishes to exercise its option to decline such prepayment or to accept Declined Amounts shall notify Issuer the Administrative Agent by facsimile not later than three (3) Business Days prior to the Mandatory Prepayment Date. Issuer . (f) The Borrower shall notdeliver to the Administrative Agent, and shall not permit any 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 Subsidiaries toamount of such prepayment or reduction and (ii) to the extent practicable, use at least ten days prior written notice of such 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 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 Net Proceeds received from any Asset Sale mandatory prepayments made pursuant to repay any Junior Indebtednessthis Section 2.12.

Mandatory Prepayments. (i) If Immediately upon the sale, transfer or other disposition by any Borrower of any Pool Aircraft or by Holdings or a Borrower of Equity Interests in a Non-Parent Borrower or an Intermediate Lessee (each such sale, transfer or other disposition, a “Disposition Event”), the Borrowers, or Holdings as the case may be, shall forthwith prepay an aggregate principal amount of the Notes is accelerated (including, but Outstanding ILFC Loans equal to 75% of the Net Sale Proceeds from such Disposition Event by deposit into the FRBNY Account; provided that the Borrowers shall not limited to, upon be required to prepay the occurrence Outstanding ILFC Loans following a transfer of a bankruptcy or insolvency event (including the acceleration of claims by operation of law)), Issuer shall immediately pay any Aircraft Asset to Purchasers, payable to each Purchaser another Borrower Party in accordance with its respective Pro Rata Share, an amount equal to the sum of: (iSection 2.12(a) the outstanding principal amount of the Notes, plus (ii) accrued and unpaid interest thereon through the prepayment date, plus (iii) all other Obligations that are due and payable, including Purchasers’ Expenses and interest at the Default Rate, if applicable, with respect to any past due amountsor Section 5.25. (ii) If on With respect to any date Issuer Event of Loss suffered by a Pool Aircraft, the Borrowers shall, upon the receipt of any hull insurance, condemnation or any Subsidiary shall receive Net Proceeds from any Asset Saleother proceeds in respect of such Event of Loss, Issuer shall apply prepay an aggregate principal amount of the Outstanding ILFC Loans equal to one hundred percent (100%) 75% of the net proceeds received on account of such Net Proceeds, to prepay Event of Loss by deposit into the NotesFRBNY Account; provided that,that such “net proceeds” shall not include any amounts to the extent required under the applicable Lease to be paid over to such Lessee pursuant to such Lease; (1iii) Issuer may deliver a Reinvestment Notice Concurrently with respect to the percentage removal of such Net Proceeds in any Pool Aircraft from the Issuer Retention column below, and shall apply an amount equal to the percentage of such Net Proceeds in the Note Repayment column below, to prepay the Notes: and (2) notwithstanding the foregoing, on each Reinvestment Prepayment Date, Issuer shall apply an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event to prepay the Notes (together with any applicable premium). All Net Proceeds from Asset Sales shall be deposited in a Collateral Account pending repayment or reinvestment Designated Pool in accordance with Section 2.12(b) where the terms Borrower has notified the Lender Parties and the FRBNY that it does not intend to sell or otherwise dispose of this Section 2.2(c). Amounts the applicable Pool Aircraft (except to be applied the Parent Borrower or one of its Subsidiaries) or where any sale, transfer or other disposition does not result in connection with prepayments made pursuant to this Section 2.2(c)(iiany Net Sale Proceeds (unless (i) shall be payable to each Purchaser a Non-Pool Aircraft is being substituted for such Pool Aircraft in accordance with its respective Pro Rata Share; provided that any Purchaser may decline any such prepayment (collectively, the “Declined Amount”), in which case the Declined Amount shall be retained by Issuer. Each prepayment of the Notes under this Section 2.2(c)(ii2.12(b) shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid. Issuer shall deliver to each Purchaser notice of each prepayment of Notes in whole or in part pursuant to this Section 2.2(c)(ii) not 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 Supplemental Pool Aircraft are being removed from the Designated Pool in accordance with Section 2.15), the Borrowers shall prepay an aggregate principal amount of the Outstanding ILFC Loans equal to 75% of the most recent Appraised Value (which shall be deemed to be $0.00 in the case of any Pool Aircraft subject to an event described in clause (a) to the proviso of the definition of “Appraised Value”) of such Pool Aircraft by deposit into the FRBNY Account; and (iv) Upon a Change in Control the Borrowers shall prepay the Outstanding ILFC Loans in full by deposit into the FRBNY Account. If, following removal of a Pool Aircraft from the Designated Pool in the circumstances described in Section 2.07(b)(iii) (a “Removed Aircraft”), the Borrower sells such Removed Aircraft to a Person other than the Parent Borrower or one of its Subsidiaries within three months of such removal, the Borrowers shall promptly make additional prepayment in respect of the aggregate amount of such prepaymentOutstanding ILFC Loans equal to 75% of the excess, and (iii) if any, of the option of each Purchaser to (x) decline its share Net Sale Proceeds over the Appraised Value of such prepayment or Removed Aircraft as if such Removed Aircraft were subject to clause (yb)(i) accept Declined Amounts. Any Purchaser that wishes to exercise its option to decline such prepayment or to accept Declined Amounts shall notify Issuer not later than three (3) Business Days prior to the Mandatory Prepayment Date. Issuer shall not, and shall not permit any of the Subsidiaries to, use any Net Proceeds received from any Asset Sale to repay any Junior Indebtednessabove.

Mandatory Prepayments. (ia) If an Underlying Borrower with respect to an Underlying Loan shall prepay (or pay on or after the maturity date of such Underlying Loan) all or any portion of the principal amount of the Notes is accelerated (including, but not limited to, upon the occurrence of a bankruptcy or insolvency event such Underlying Loan (including any scheduled amortization or unscheduled principal payment, liquidation proceeds or other similar proceeds) or the acceleration Underlying Loan shall be sold to any Person, on the first Payment Date immediately following the date of claims such payment by operation such Underlying Borrower, Borrower shall be required to make a prepayment of lawthe Loan hereunder (each, a “Mandatory Prepayment”) in an amount equal to the sum of (i) lesser of (x) the product of the Advance Rate (UPB) for such Underlying Loan and the amount of such principal payment or prepayment and (y) the amount necessary to reduce the then outstanding Allocated Loan Amount for such Underlying Loan to zero, (ii) all fees and other amounts then due and payable to Custodian pursuant to the Custodial Agreement, Collection Agent pursuant to the Collection Account Agreement and Servicer pursuant to the Servicing Agreement, in each case with respect to such Underlying Loan, (iii) all accrued and unpaid interest on the unpaid principal amount of such Underlying Loan and (iv) all other amounts then due and payable to Lender in connection with such Underlying Loan (the “Mandatory Prepayment Amount”)). The obligation of Borrower to pay the Mandatory Prepayment Amount may be satisfied by the application of Receipts pursuant to Section 3.03(c) hereof. In connection with any Mandatory Prepayment required hereunder, Issuer the Allocated Loan Amount for the applicable Underlying Loan shall immediately be reduced by an amount equal to the related Mandatory Prepayment Amount. After the reduction in full of the Allocated Loan Amount for the applicable Underlying Loan, any excess amounts shall be applied by Lender in its sole discretion. Upon any Mandatory Prepayment that is allocated to an Underlying Loan that is not in an open prepayment period, Borrower shall pay to PurchasersLender the Prepayment Premium with respect to such Mandatory Prepayment. (b) If any Underlying Loan is a Defaulted Loan, payable Borrower shall pay to each Purchaser in accordance with its respective Pro Rata ShareLender, within two (2) Business Days of demand by Lender, an amount equal to the sum of: Allocated Loan Amount for the applicable Underlying Loan (i) without the outstanding principal amount payment of any premium or penalty); provided, however, any demand for payment of the Notes, plus (ii) accrued and unpaid interest thereon through the prepayment date, plus (iii) all other Obligations that are due and payable, including Purchasers’ Expenses and interest Allocated Loan Amount for an applicable Underlying Loan may be waived or revoked by Lender in its sole discretion at the Default Rate, if applicable, with respect to any past due amountstime. (iic) If on any date Issuer or any Subsidiary Promptly following the repayment of the Allocated Loan Amount of an applicable Underlying Loan in full, and so long as no Event of Default shall receive Net Proceeds from any Asset Salehave occurred and be continuing, Issuer shall apply an amount equal to one hundred percent (100%) of such Net Proceeds, to prepay the Notes; provided that, (1) Issuer may deliver a Reinvestment Notice with respect to the percentage of such Net Proceeds Lender’s security interest in the Issuer Retention column below, and related Collateral shall apply an amount equal to the percentage of such Net Proceeds in the Note Repayment column below, to prepay the Notes: and (2) notwithstanding the foregoing, on each Reinvestment Prepayment Date, Issuer shall apply an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event to prepay the Notes (together with any applicable premium). All Net Proceeds from Asset Sales shall be deposited in a Collateral Account pending repayment or reinvestment terminate in accordance with the terms of this Section 2.2(c). Amounts to be applied in connection with prepayments made pursuant to this Section 2.2(c)(ii) shall be payable to each Purchaser in accordance with its respective Pro Rata Share; provided that any Purchaser may decline any such prepayment (collectively, the “Declined Amount”), in which case the Declined Amount shall be retained by Issuer. Each prepayment of the Notes under this Section 2.2(c)(ii) shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid. Issuer shall deliver to each Purchaser notice of each prepayment of Notes in whole or in part pursuant to this Section 2.2(c)(ii) not 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 such prepayment, and (iii) the option of each Purchaser to (x) decline its share of such prepayment or (y) accept Declined Amounts. Any Purchaser that wishes to exercise its option to decline such prepayment or to accept Declined Amounts shall notify Issuer not later than three (3) Business Days prior to the Mandatory Prepayment Date. Issuer shall not, and shall not permit any of the Subsidiaries to, use any Net Proceeds received from any Asset Sale to repay any Junior Indebtedness4.10.

Mandatory Prepayments. (ia) If Following the principal amount Closing Date, immediately upon receipt by the Borrower of proceeds of any dividend or distribution (or if any such proceeds are received by the Notes is accelerated (includingBorrower in the period after the Completion Date and on or before the Closing Date, but not limited to, upon immediately after the occurrence of a bankruptcy or insolvency event (including the acceleration of claims by operation of law)Closing Date), Issuer the Borrower shall immediately pay to Purchasers, payable to each Purchaser prepay the Term Loans in accordance with its respective Pro Rata Share, an amount equal to all such proceeds. Any such prepayment shall be applied in accordance with paragraph (c) immediately below. (b) Following the sum ofClosing Date, if the Borrower or any of its Subsidiaries incur or issue, as applicable: (i) the outstanding principal amount of the Notesany Indebtedness for borrowed money, plus or (ii) accrued equity securities, then immediately following the date of receipt of the proceeds thereof (or if any such proceeds are received by the Borrower after the Completion Date and unpaid interest thereon through on or before the prepayment dateClosing Date, plus (iii) all other Obligations that are due and payableimmediately after the Closing Date), including Purchasers’ Expenses and interest at the Default Rate, if applicable, with respect to any past due amounts. (ii) If on any date Issuer or any Subsidiary Borrower shall receive Net Proceeds from any Asset Sale, Issuer shall apply prepay the Term Loans in an amount equal to one hundred percent (100%) all such proceeds received therefrom, in each case, net of such Net Proceeds, underwriting discounts and commissions and other reasonable out-of-pocket costs paid to prepay the Notes; provided that, (1) Issuer may deliver a Reinvestment Notice with respect to the percentage of such Net Proceeds in the Issuer Retention column below, and shall apply an amount equal to the percentage of such Net Proceeds in the Note Repayment column below, to prepay the Notes: and (2) notwithstanding the foregoing, on each Reinvestment Prepayment Date, Issuer shall apply an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event to prepay the Notes (together with any applicable premium). All Net Proceeds from Asset Sales shall be deposited in a Collateral Account pending repayment or reinvestment in accordance with the terms of this Section 2.2(c). Amounts to be applied non-Affiliates in connection with prepayments made pursuant to this Section 2.2(c)(ii) shall be payable to each Purchaser in accordance with its respective Pro Rata Share; provided that any Purchaser may decline any such prepayment (collectively, the “Declined Amount”), in which case the Declined Amount shall be retained by Issuertherewith. Each prepayment of the Notes under this Section 2.2(c)(ii) shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid. Issuer shall deliver to each Purchaser notice of each prepayment of Notes in whole or in part pursuant to this Section 2.2(c)(ii) not less than five (5) Business Days prior to the date Any such prepayment shall be applied in accordance with paragraph (c) immediately below. (c) Any prepayments made by the Borrower pursuant to clauses (each, a “Mandatory Prepayment Date”). Such notice shall set forth (ia) the Mandatory Prepayment Date, (ii) the aggregate amount of such prepayment, and (iii) the option of each Purchaser to (x) decline its share of such prepayment or (yb) accept Declined Amounts. Any Purchaser that wishes of this Section 2.8 shall be applied by the Administrative Agent as follows: first, to exercise its option Administrative Agent’s fees and reimbursable expenses then due and payable pursuant to decline such prepayment or to accept Declined Amounts shall notify Issuer not later than three (3) Business Days prior to the Mandatory Prepayment Date. Issuer shall not, and shall not permit any of the Subsidiaries toLoan Documents; second, use to all other fees and reimbursable expenses of the Lenders then due and payable pursuant to any Net Proceeds received from any Asset Sale of the Loan Documents, pro rata to repay any Junior Indebtednessthe Lenders based on their respective Pro Rata Shares of such fees and expenses; third to interest then due and payable on the Term Loans made to the Borrower, pro rata to the Lenders based on their respective Term Loan Commitments; and fourth, to the principal balance of the Term Loans, until the same shall have been paid in full, pro rata to the Lenders based on their respective Term Loan Commitments.

Mandatory Prepayments. (ia) If any Indebtedness shall be incurred by the principal amount Borrower or any of the Notes is accelerated its Restricted Subsidiaries (including, but not limited to, upon the occurrence of a bankruptcy or insolvency event excluding any Indebtedness permitted by Section 7.2 (including the acceleration of claims by operation of lawother than First Lien Refinancing Indebtedness)), Issuer shall immediately pay to Purchasers, payable to each Purchaser in accordance with its respective Pro Rata Share, an amount equal to the sum of: (i) the outstanding principal amount 100% of the Notes, plus (ii) accrued and unpaid interest thereon through Net Cash Proceeds thereof shall be applied within one Business Day of the date of such issuance or incurrence toward the prepayment date, plus (iii) all other Obligations that are due and payable, including Purchasers’ Expenses and interest at of the Default Rate, if applicable, with respect to any past due amountsTerm Loans as set forth in Section 2.11(d). (iib) If on any date Issuer the Borrower or any Subsidiary of its Restricted Subsidiaries shall receive have received Net Cash Proceeds of at least $5,000,000 in the aggregate from any Asset SaleSales or Recovery Events then, Issuer shall apply an amount equal to one hundred percent (100%) of such Net Proceeds, to prepay the Notes; provided that, (1) Issuer may deliver unless a Reinvestment Notice with shall be delivered in respect to the percentage thereof, such Net Cash Proceeds shall be applied within one Business Day of such Net Proceeds date toward the prepayment of the Term Loans as set forth in the Issuer Retention column belowSection 2.11(d); provided, and shall apply an amount equal to the percentage of such Net Proceeds in the Note Repayment column below, to prepay the Notes: and (2) that notwithstanding the foregoing, on each Reinvestment Prepayment Date, Issuer shall apply an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event to prepay the Notes (together with any applicable premium). All Net Proceeds from Asset Sales shall be deposited applied toward the prepayment of the Term Loans as set forth in Section 2.11(d). (c) If, for any fiscal year of the Borrower commencing with the fiscal year ending December 31, 2012, there shall be Excess Cash Flow, the Borrower shall, on the relevant Excess Cash Flow Application Date, prepay an aggregate amount of Term Loans in an amount equal to (A) the ECF Percentage of Excess Cash Flow for the fiscal year covered by the financial statements for such fiscal year (such prepayment to be applied as set forth in Section 2.11(d) below), minus (B) solely to the extent not funded with the proceeds of Indebtedness, (x) the aggregate amount of all optional prepayments of the Term Loans pursuant to Section 2.10 or Section 2.26 made during such fiscal year (provided that with respect to any prepayment pursuant to Section 2.26, the aggregate amount of such prepayment for purposes of this clause shall be the amount of the Borrower’s cash payment in respect of such prepayment) to the extent not otherwise deducted previously pursuant to this clause, (y) with respect to the Excess Cash Flow Period ending on December 31, 2012, the aggregate amount of all optional repayments of Revolving Loans (not to exceed the amount of Revolving Loans drawn as of the Closing Date, and only to the extent not reborrowed prior to the end of such Excess Cash Flow Period) pursuant to Section 2.10 made during such fiscal year to the extent not otherwise deducted previously pursuant to this clause (provided that in no event shall the deduction pursuant to this clause (y) exceed the lesser of (i) $12,000,000 and (ii) an amount equal to 25% of Excess Cash Flow calculated without giving effect to this clause (y)) and (z) with respect to the Excess Cash Flow Period ending on December 31, 2013 and each Excess Cash Flow Period ending thereafter, the aggregate amount of all optional repayments of Revolving Loans pursuant to Section 2.10 made during such fiscal year that are accompanied by an equivalent permanent reduction in the Revolving Commitments to the extent not otherwise deducted previously pursuant to this clause. Each such prepayment shall be made on a Collateral Account pending repayment or reinvestment 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) Partial prepayments of the Term Loans pursuant to Section 2.11 shall be applied in accordance with Section 2.17(b) first, to the terms of this Section 2.2(cnext eight installments thereof scheduled to be paid in direct order, and second, to the remaining installments on a pro rata basis (other than the repayment to be made on the Maturity Date). Amounts to be applied in connection with prepayments made The application of any prepayment pursuant to this Section 2.2(c)(ii) 2.11 shall be payable made, first, to each Purchaser in accordance with its respective Pro Rata Share; provided that any Purchaser may decline any such prepayment (collectivelyABR Loans and, the “Declined Amount”)second, in which case the Declined Amount shall be retained by Issuerto Eurodollar Loans. Each prepayment of the Notes Loans under this Section 2.2(c)(ii) 2.11 shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid. Issuer shall deliver . (e) Notwithstanding any other provisions of Section 2.11, to each Purchaser notice the extent any or all of each the Net Cash Proceeds of any Asset Sale by a Foreign Subsidiary, the Net Cash Proceeds of any Recovery Event received by a Foreign Subsidiary or Excess Cash Flow attributable to Foreign Subsidiaries, are prohibited or delayed by any applicable local law (including, without limitation, 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 Borrower or any applicable Domestic Subsidiary or if the Borrower has determined in good faith that repatriation of any such amount to the Borrower or any applicable Domestic Subsidiary would have material adverse tax consequences (including a material acceleration of the point in time when such earnings would otherwise be taxed) with respect to such amount, the portion of such Net Cash Proceeds or Excess Cash Flow so affected will not be required to be applied to prepay the Term Loans at the times provided in this Section 2.11 but may be retained by the applicable Foreign Subsidiary so long, but only so long, as the applicable local law will not permit repatriation or the passing on to or otherwise using for the benefit of the Borrower or the applicable Domestic Subsidiary, or the Borrower believes in good faith that such material adverse tax consequence would result, and once such repatriation of any of such affected Net Cash Proceeds or Excess Cash Flow is permitted under the applicable local law or the Borrower determines in good faith such repatriation would no longer have such material adverse tax consequences, such repatriation will be promptly effected and such repatriated Net Cash Proceeds or Excess Cash Flow will be promptly (and in any event not later than five Business Days after such repatriation) applied (net of additional taxes payable or reasonably estimated to be payable as a result thereof) to the prepayment of Notes in whole or in part the Term Loans pursuant to Section 2.11 (provided that no such prepayment of the Term Loans pursuant to Section 2.11 shall be required in the case of any such Net Cash Proceeds or Excess Cash Flow the repatriation of which the Borrower believes in good faith would result in material adverse tax consequences, if on or before the date on which such Net Cash Proceeds so retained would otherwise have been required to be applied to reinvestments or prepayments pursuant to a Reinvestment Notice (or such Excess Cash Flow would have been so required if it were Net Cash Proceeds), the Borrower applies an amount equal to the amount of such Net Cash Proceeds or Excess Cash Flow to such reinvestments or prepayments as if such Net Cash Proceeds or Excess Cash Flow had been received by the Borrower rather than such Foreign Subsidiary, less the amount of additional taxes that would have been payable or reserved against if such Net Cash Proceeds or Excess Cash Flow had been repatriated (or, if less, the Net Cash Proceeds or Excess Cash Flow that would be calculated if received by such Foreign Subsidiary). (f) Notwithstanding anything to the contrary contained in this Section 2.2(c)(ii2.11, if any Term Lender shall notify the Administrative Agent (i) not less than five on the date of such prepayment, with respect to any prepayment under Section 2.11(a) or (5b) or (ii) at least one Business Days Day prior to the date such of a prepayment shall be made (each, a “Mandatory Prepayment Date”). Such notice shall set forth (iunder Section 2.11(c) the Mandatory Prepayment Date, (ii) the aggregate amount of such prepayment, and (iii) the option of each Purchaser that it wishes to (x) decline its share of such prepayment or prepayment, such share (ythe “Declined Prepayment Amount”) accept Declined Amounts. Any Purchaser that wishes to exercise its option to decline such prepayment or to accept Declined Amounts shall notify Issuer not later than three (3) Business Days prior to may be retained by the Mandatory Prepayment Date. Issuer shall not, and shall not permit any of the Subsidiaries to, use any Net Proceeds received from any Asset Sale to repay any Junior IndebtednessBorrower.

Mandatory Prepayments. On the 10th day following the Company consummating any public or private offering of any Capital Stock or any other issuance of any Capital Stock or of any other Securities or any other financing or capital-raising transaction of any kind (ieach a “Subsequent Offering”) If on any date other than the principal amount of Maturity Date, the Notes is accelerated (includingCompany shall, but not limited tosubject to the Holder’s conversion rights set forth herein, upon the occurrence of a bankruptcy or insolvency event (including the acceleration of claims by operation of law)), Issuer shall immediately pay to Purchasers, payable to each Purchaser the Holder in accordance with its respective Pro Rata Share, immediately available Dollars an amount equal to the sum of: lesser of (i) the outstanding principal amount 50% of the Notes, plus net proceeds the Company receives from such Subsequent Offering and (ii) accrued and unpaid interest thereon through to the prepayment dateextent not earlier converted, plus the aggregate amount of outstanding Obligations (iii) all other Obligations that are due and payablethe “Mandatory Prepayment Amount”). Notwithstanding anything in this Note to the contrary, including Purchasers’ Expenses and interest at in the Default Rateevent the Company receives any proceeds from an Equity Line of Credit, if applicable, with respect the Company shall pay to any past due amounts. (ii) If on any date Issuer or any Subsidiary shall receive Net Proceeds from any Asset Sale, Issuer shall apply the Holder in immediately available Dollars an amount equal to one hundred percent (100%) 10% of the net proceeds received. The Company shall provide notice to the Holder of the closing of such Net ProceedsSubsequent Offering, to prepay including the Notes; provided that, (1) Issuer may deliver a Reinvestment Notice with respect to expected gross proceeds thereof, not later than the percentage of such Net Proceeds in the Issuer Retention column below, and shall apply an amount equal to the percentage of such Net Proceeds in the Note Repayment column below, to prepay the Notes: and (2) notwithstanding the foregoing, on each Reinvestment Prepayment Date, Issuer shall apply an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event to prepay the Notes (together with any applicable premium). All Net Proceeds from Asset Sales shall be deposited in a Collateral Account pending repayment or reinvestment in accordance with the terms of this Section 2.2(c). Amounts to be applied in connection with prepayments made pursuant to this Section 2.2(c)(ii) shall be payable to each Purchaser in accordance with its respective Pro Rata Share; provided that any Purchaser may decline any such prepayment (collectively, the “Declined Amount”), in which case the Declined Amount shall be retained by Issuer. Each prepayment of the Notes under this Section 2.2(c)(ii) shall be accompanied by accrued interest to 2nd day preceding the date of consummation of such prepayment Subsequent Offering, which notice shall be irrevocable and constitute an agreement to pay the Mandatory Prepayment Amount on the amount prepaiddate of consummation of such Subsequent Offering. Issuer shall deliver The Holder may continue to each Purchaser notice convert the principal amounts to be prepaid under this Note until the date of each prepayment consummation of Notes such Subsequent Offering; provided, that, if the Company does not provide such notice, in addition to all other remedies provided under the Transaction Documents for failure to comply with this Note, the Holder may refuse such payment in whole or in part pursuant to this Section 2.2(c)(ii) not less than five (5) Business Days prior to and convert the date such prepayment shall be made (each, a “Mandatory Prepayment Date”). Such notice shall set forth (i) Note in the Mandatory Prepayment Date, (ii) the aggregate amount of such prepaymentpayment refused and, in its sole discretion, apply such payment to other outstanding Obligations, if any. This Section 2(b) is merely a requirement to redeem this Note and (iii) not an authorization to consummate any Subsequent Offering otherwise prohibited by the option of each Purchaser to (x) decline its share of such prepayment or (y) accept Declined Amounts. Any Purchaser that wishes to exercise its option to decline such prepayment or to accept Declined Amounts shall notify Issuer not later than three (3) Business Days prior to the Mandatory Prepayment Date. Issuer shall not, and shall not permit any of the Subsidiaries to, use any Net Proceeds received from any Asset Sale to repay any Junior IndebtednessTransaction Documents.

Mandatory Prepayments. (i) If the principal amount of the Notes is Term Loans are accelerated (including, but not limited to, upon following the occurrence of a bankruptcy or insolvency event (including the acceleration an Event of claims by operation of law))Default, Issuer Borrower shall immediately pay to PurchasersLenders, payable to each Purchaser Lender in accordance with its respective Pro Rata Share, an amount equal to the sum of: (iA) the all outstanding principal amount of the Notes, Term Loans plus (ii) accrued and unpaid interest thereon through the prepayment date, (B) the Final Payment, (C) the Prepayment Fee, plus (iiiD) all other Obligations sums, that are shall have become due and payable, including PurchasersLenders’ Expenses Expenses, if any, and interest at the Default Rate, if applicable, Rate with respect to any past due amounts. (ii) If on any date Issuer or any Subsidiary In the event Borrower permanently discontinues Borrower’s pursuit of active development of Ataluren (also known as PTC124®) for all therapeutic indications (as determined by the Lenders in their reasonable discretion) (the “PTC124 Discontinuation”), Borrower will give prompt written notice to Collateral Agent, and the Lenders shall receive Net Proceeds from any Asset Salehave the right, Issuer shall apply an amount equal upon written notice to one hundred percent (100%) of such Net ProceedsBorrower, to prepay require Borrower to repay the Notes; provided that, (1) Issuer may deliver a Reinvestment Notice with respect Term Loans in full, in which case Borrower shall immediately pay to the percentage of such Net Proceeds in the Issuer Retention column belowLenders, and shall apply an amount equal to the percentage of such Net Proceeds in the Note Repayment column below, to prepay the Notes: and (2) notwithstanding the foregoing, on each Reinvestment Prepayment Date, Issuer shall apply an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event to prepay the Notes (together with any applicable premium). All Net Proceeds from Asset Sales shall be deposited in a Collateral Account pending repayment or reinvestment in accordance with the terms of this Section 2.2(c). Amounts to be applied in connection with prepayments made pursuant to this Section 2.2(c)(ii) shall be payable to each Purchaser Lender in accordance with its respective Pro Rata Share; provided , an amount equal to the sum of: (A) all outstanding principal of the Term Loans plus accrued interest thereon through the prepayment date (accrued at the applicable interest rate as set forth in Section 2.3 of this Agreement), (B) the Final Payment, (C) an amount equal to fifty percent (50%) of the Prepayment Fee, plus (D) all other sums, that shall have become due and payable, including Lenders’ Expenses, if any, and interest at the Default Rate with respect to any Purchaser may decline any such prepayment (collectivelypast due amounts. Notwithstanding the foregoing, the “Declined Amount”), in which case PTC124 Discontinuation shall not be deemed to have occurred (and the Declined Amount Lenders shall be retained by Issuer. Each prepayment not have the right to require Borrower to repay the Term Loans as a result of the Notes under this Section 2.2(c)(iiPTC124 Discontinuation) shall be accompanied in the event that after the Effective Date Borrower receives a lump sum cash payment(s) (which payment(s) are recognized by accrued interest to Borrower as revenue or equity, or any combination thereof, but not indebtedness) of at least $25,000,000 in the date of such prepayment on the amount prepaid. Issuer shall deliver to each Purchaser notice of each prepayment of Notes in whole or in part pursuant to this Section 2.2(c)(ii) not 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 such prepayment, and (iii) the option of each Purchaser to (x) decline its share of such prepayment or (y) accept Declined Amounts. Any Purchaser that wishes to exercise its option to decline such prepayment or to accept Declined Amounts shall notify Issuer not later than three (3) Business Days prior to the Mandatory Prepayment Date. Issuer shall not, and shall not permit any of the Subsidiaries to, use any Net Proceeds received from any Asset Sale to repay any Junior Indebtednessaggregate.

Mandatory Prepayments. (i) If the principal amount On each date on which Borrower or Lender actually receives a distribution of the Notes Net Proceeds, and if Lender is accelerated (includingnot obligated to make such Net Proceeds available to Borrower for a Restoration, but not limited toBorrower shall, upon the occurrence of a bankruptcy or insolvency event (including the acceleration of claims by operation of law))at Lender’s option, Issuer shall immediately pay to Purchasers, payable to each Purchaser in accordance with its respective Pro Rata Share, an amount equal to the sum of: (i) prepay the outstanding principal amount balance of the Notes, plus (ii) accrued and unpaid interest thereon through the prepayment date, plus (iii) all other Obligations that are due and payable, including Purchasers’ Expenses and interest at the Default Rate, if applicable, with respect to any past due amounts. (ii) If on any date Issuer or any Subsidiary shall receive Net Proceeds from any Asset Sale, Issuer shall apply Note in an amount equal to one hundred percent (100%) of such Net Proceeds, to prepay Proceeds together with interest that would have accrued on such amounts through the Notes; provided that, (1) Issuer may deliver a Reinvestment Notice with respect next Monthly Payment Date. The full amount of any such prepayment shall be applied to the percentage Components in the order specified in Section 2.3.1 and any amount of such Net Proceeds prepayment in excess of that required to pay the Debt in full and such interest shall, if any of the Senior Mezzanine Loan, the Junior A Mezzanine Loan or the Junior B Mezzanine Loan is in existence, be paid in the Issuer Retention column below, and shall apply an amount equal following order of priority: (a) first to the percentage of such Net Proceeds in the Note Repayment column belowSenior Mezzanine Loan, to prepay the Notes: and (2b) notwithstanding the foregoing, on each Reinvestment Prepayment Date, Issuer shall apply an amount equal second to the Reinvestment Prepayment Amount with respect Junior A Mezzanine Loan and to the relevant Reinvestment Event Preferred Equity, pari passu, (c) third to prepay the Notes Junior B Mezzanine Loan and (together d) with any applicable premium)remainder being promptly remitted to Borrower. All Net Proceeds from Asset Sales No Yield Maintenance Premium or other prepayment premium or fee shall be deposited in a Collateral Account pending repayment or reinvestment in accordance with the terms of this Section 2.2(c). Amounts to be applied due in connection with prepayments any prepayment made pursuant to this Section 2.2(c)(ii) shall be payable to each Purchaser in accordance with its respective Pro Rata Share; provided that any Purchaser may decline any such 2.4.2. Any prepayment (collectively, the “Declined Amount”), in which case the Declined Amount shall be retained received by Issuer. Each prepayment of the Notes under this Section 2.2(c)(ii) shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid. Issuer shall deliver to each Purchaser notice of each prepayment of Notes in whole or in part Lender pursuant to this Section 2.2(c)(ii) not less 2.4.2 on a date other than five (5) Business Days prior a Monthly Payment Date shall be held by Lender as collateral security for the Loan in an interest bearing account, with such interest accruing 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 benefit of such prepayment, and (iii) the option of each Purchaser to (x) decline its share of such prepayment or (y) accept Declined Amounts. Any Purchaser that wishes to exercise its option to decline such prepayment or to accept Declined Amounts shall notify Issuer not later than three (3) Business Days prior to the Mandatory Prepayment Date. Issuer shall notBorrower, and shall not permit any of be applied by Lender on the Subsidiaries to, use any Net Proceeds received from any Asset Sale to repay any Junior Indebtednessnext Monthly Payment Date.

Mandatory Prepayments. (ia) If a Casualty Occurrence shall occur, and the principal amount of relevant Unit or Units are not timely replaced pursuant to Clause Sixteenth (d) hereof, the Notes is accelerated (includingBorrower shall pay the next installment as set forth in the relevant Note and prepay the Loan, but not limited to, upon the occurrence of a bankruptcy or insolvency event (including the acceleration of claims by operation of law)), Issuer shall immediately pay to Purchasers, payable to each Purchaser in accordance with its respective Pro Rata Share, an amount equal to the sum of: (i) the outstanding principal amount of the Notes, plus (ii) accrued and unpaid interest thereon through the prepayment date, plus (iii) all other Obligations that are due and payable, including Purchasers’ Expenses and interest at the Default Rate, if applicable, with respect to any past due amounts. (ii) If on any date Issuer or any Subsidiary shall receive Net Proceeds from any Asset Sale, Issuer shall apply an amount equal to one hundred percent (100%) of such Net Proceeds, to prepay the Notes; provided that, (1) Issuer may deliver a Reinvestment Notice with respect to the percentage of such Net Proceeds in the Issuer Retention column below, and shall apply an amount equal to the percentage of such Net Proceeds in product obtained by multiplying the Note Repayment column below, to prepay the Notes: and (2) notwithstanding the foregoing, on each Reinvestment Prepayment Date, Issuer shall apply an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event to prepay the Notes (together with any applicable premium). All Net Proceeds from Asset Sales shall be deposited in a Collateral Account pending repayment or reinvestment in accordance with the terms of this Section 2.2(c). Amounts to be applied in connection with prepayments made pursuant to this Section 2.2(c)(ii) shall be payable to each Purchaser in accordance with its respective Pro Rata Share; provided that any Purchaser may decline any such prepayment (collectively, the “Declined Amount”), in which case the Declined Amount shall be retained by Issuer. Each prepayment of the Notes under this Section 2.2(c)(ii) shall be accompanied by accrued interest to aggregate unpaid principal outstanding at the date of such prepayment for all remaining Units (after deducting therefrom the principal installment, if any, due on the amount prepaid. Issuer date of such prepayment) by a fraction, the numerator of which shall deliver to each Purchaser be the number of Units for which the subject Casualty Occurrence has occurred and the denominator of which shall be the total Units. (b) The Borrower shall give Lender written notice of each mandatory prepayment of Notes in whole or in part pursuant to under this Section 2.2(c)(ii) not less Clause no later than five 10:00 a.m., New York time on the date 10 (5ten) Business Days prior before such prepayment is due. All prepayments shall be applied, pro rata, to the date such prepayment shall be made (each, a “Mandatory Prepayment Date”). Such notice shall scheduled installments of principal payments set forth in the respective payment schedule of each Note. (ic) Concurrently with any partial mandatory prepayment under this Clause, the Mandatory Prepayment Date, (ii) Lender agrees to cancel and deliver each Note so prepaid or partially prepaid to the Borrower in exchange for new Notes issued by the Borrower reflecting the relevant aggregate principal amount of such prepaymentNote then due, after giving effect to the applicable partial prepayment and (iii) the option new payment schedule of each Purchaser to (x) decline its share of such prepayment or (y) accept Declined Amounts. Any Purchaser that wishes to exercise its option to decline such prepayment or to accept Declined Amounts shall notify Issuer not later than three (3) Business Days prior to the Mandatory Prepayment Date. Issuer shall not, and shall not permit any of the Subsidiaries to, use any Net Proceeds received from any Asset Sale to repay any Junior IndebtednessNote.

Mandatory Prepayments. Furthermore, the undersigned agrees that should the outstanding principal balance of the Loan at any time exceed the amount which is equal to 65% of the collective fair market value of the Gulfstream Aerospace Model G-IV-SP Aircraft bearing manufacturer’s serial number 1460 and U.S. Registration ▇▇▇▇ N326JD held as security under the Mortgage (the “Aircraft”), as determined by the Lender pursuant to an appraisal obtained by it, at the sole cost and expense of the undersigned (“Lender’s Appraisal”), the undersigned will forthwith make one or more prepayments (or provide cash collateral) of this Note within thirty (30) days of written demand therefor, in each case such that the outstanding principal balance of the Loan shall not exceed the amount which is (i) If 65% of the value of the Lender’s Appraisal plus (ii) the cash collateral. So long as no Event of Default has occurred hereunder, the appraisal mechanism set forth immediately above may not be exercised more than once every twelve (12) months. Any prepayment made pursuant to the terms of this paragraph VII shall not be subject to a prepayment fee; provided, however, if such prepayment is (i) made on a day that is not the last day of an Interest Period, shall be accompanied by the LIBOR Breakage Fee calculated with respect to the principal amount balance being prepaid, or, (ii) if the Loan is then accruing interest at the Fixed Rate, such prepayment shall be subject to payment of the Notes is accelerated (includingFixed Rate Prepayment Fee. Notwithstanding the foregoing, but not limited to, upon the occurrence of a bankruptcy or insolvency event (including the acceleration of claims by operation of law)), Issuer shall immediately pay to Purchasers, payable to each Purchaser undersigned may deposit with Lender cash in accordance with its respective Pro Rata Share, an amount equal to the sum of: difference between (ia) the outstanding principal amount balance of the Notes, plus Loan and (iib) accrued and unpaid interest thereon through the prepayment date, plus (iii) all other Obligations that are due and payable, including Purchasers’ Expenses and interest at product of 65% multiplied by the Default Rate, if applicable, with respect to any past due amounts. (ii) If on any date Issuer or any Subsidiary shall receive Net Proceeds from any Asset Sale, Issuer shall apply an amount equal to one hundred percent (100%) appraised value of such Net Proceeds, to prepay the Notes; provided that, (1) Issuer may deliver a Reinvestment Notice with respect Aircraft pursuant to the percentage of Lender’s Appraisal (such Net Proceeds in differential hereinafter referred to as the Issuer Retention column below, and shall apply an amount equal to the percentage of such Net Proceeds in the Note Repayment column below, to prepay the Notes: and (2) notwithstanding the foregoing, on each Reinvestment Prepayment Date, Issuer shall apply an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event to prepay the Notes (together with any applicable premium“LTV Shortfall”). All Net Proceeds from Asset Sales The LTV Shortfall shall be deposited in a Collateral Account pending repayment or reinvestment in accordance into an interest bearing cash collateral account maintained with the terms Lender or, at Lender’s discretion, one of this Lender’s affiliates.” (d) Section 2.2(c). Amounts to be applied in connection with prepayments made pursuant to this Section 2.2(c)(iiVIII(C) shall be payable to each Purchaser in accordance with its respective Pro Rata Share; provided that any Purchaser may decline any such prepayment (collectively, the “Declined Amount”), in which case the Declined Amount shall be retained by Issuer. Each prepayment of the Notes under this Section 2.2(c)(ii) shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid. Issuer shall deliver to each Purchaser notice of each prepayment of Notes in whole or in part pursuant to this Section 2.2(c)(ii) not less than five (5) Business Days prior to the date such prepayment shall be made (each, a Note entitled “Mandatory Prepayment Date”). Such notice shall set forth (i) the Mandatory Prepayment Date, (ii) the aggregate amount of such prepayment, Financial Covenants” is hereby amended and (iii) the option of each Purchaser to (x) decline its share of such prepayment or (y) accept Declined Amounts. Any Purchaser that wishes to exercise its option to decline such prepayment or to accept Declined Amounts shall notify Issuer not later than three (3) Business Days prior to the Mandatory Prepayment Date. Issuer shall not, and shall not permit any of the Subsidiaries to, use any Net Proceeds received from any Asset Sale to repay any Junior Indebtedness.restated as follows:

Mandatory Prepayments. (i) If the principal amount of the Notes is accelerated (including, but not limited to, upon the occurrence of a bankruptcy or insolvency event (including the acceleration of claims by operation of law)), Issuer shall immediately pay to Purchasers, payable to each Purchaser in accordance with its respective Pro Rata Share, an amount equal to the sum of: (i) the outstanding principal amount of the Notes, plus (ii) accrued and unpaid interest thereon through the prepayment date, plus (iii) all other Obligations that are due and payable, including Purchasers’ Expenses and interest at the Default Rate, if applicable, with respect to any past due amounts. (iia) If on any date Issuer the Borrower or any Subsidiary of its Subsidiaries shall receive Net Cash Proceeds from any Asset SaleSale or Recovery Event then, Issuer shall apply with respect to an amount equal to one hundred percent (100%) 75% of such Net Cash Proceeds (“Allocated Proceeds, to prepay the Notes”; provided that, (1) Issuer that the Borrower or such Subsidiary may deliver instead deem a Reinvestment Notice with respect to the percentage portion of such Net Cash Proceeds in the Issuer Retention column below, and shall apply an amount equal to the percentage first 75% of the Total Net Proceeds to the Borrower or such Subsidiary from such Asset Sale or Recovery Event, when and as received, to be the Allocated Proceeds of such Net Asset Sale or Recovery Event), (i) if such Allocated Proceeds in are not Reinvestment Proceeds, such Allocated Proceeds shall be applied on the Note Repayment column below, to prepay fifth Business Day after the Notes: and date such proceeds are received toward the prepayment of the Term Loans or (2ii) notwithstanding the foregoingif such Allocated Proceeds are Reinvestment Proceeds, on each Reinvestment Prepayment Date, Issuer shall apply an amount equal to the relevant Reinvestment Prepayment Amount shall be applied toward the prepayment of the Term Loans in the manner specified in Section 2.9(c); provided that, notwithstanding clauses (i) and (ii) above, to the extent that the terms of the documentation for any First Lien Notes require that a portion of such Allocated Proceeds be applied to purchase First Lien Notes pursuant to a mandatory offer to purchase such First Lien Notes, such Allocated Proceeds may be applied to prepay Term Loans in accordance with Section 2.9(c) and purchase First Lien Notes on a pro rata basis based on the respective amounts of Term Loans and First Lien Notes then outstanding. (b) If on any date the Borrower or any of its Subsidiaries shall receive Net Cash Proceeds from any Debt Incurrence Prepayment Event then with respect to the relevant Reinvestment Event an amount equal to prepay the Notes (together with any applicable premium). All 100% of such Net Cash Proceeds from Asset Sales shall be deposited applied toward the prepayment of the Term Loans in a Collateral Account pending repayment or reinvestment the manner specified in accordance with the terms Section 2.9(c). (c) The application of this Section 2.2(c). Amounts any amounts required to be applied in connection with prepayments made to a prepayment of Term Loans pursuant to this Section 2.2(c)(ii2.9(a) shall be payable made on a pro rata basis to each Purchaser in accordance with its respective Pro Rata Share; provided Class of Term Loans then outstanding (except to the extent that any Purchaser may decline Incremental Activation Notice for any Class of Incremental Term Loans or Extended Term Loans provide that such Incremental Term Loans or Extended Term Loans shall participate on a lesser basis or not participate at all). The application of any amounts required to be applied to a prepayment of Term Loans pursuant to Section 2.9(b) shall be made, at the Borrower's option (collectively, by notice to the “Declined Amount”Administrative Agent), either (i) on a pro rata basis to each Class of Term Loans then outstanding or (ii) to the Term Loans of each Class in which case direct order of maturity (based on the Declined Amount respective Term Maturity Dates for such Classes) and, if more than one Class of Term Loans has the same Term Maturity Date, on a pro rata basis between such Classes of Term Loans based on the respective principal amount of such Classes of Term Loans then outstanding. Amounts required to be applied to the prepayment of Term Loans of any Class shall be retained by Issuerapplied first, to ABR Loans of such Class and, second, to Eurodollar Loans of such Class. Each prepayment of the Notes Term Loans under this Section 2.2(c)(ii) 2.9 shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid. Issuer shall deliver to each Purchaser notice of each prepayment of Notes in whole or in part pursuant to this Section 2.2(c)(ii) not 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 such prepayment, and (iii) the option of each Purchaser to (x) decline its share of such prepayment or (y) accept Declined Amounts. Any Purchaser that wishes to exercise its option to decline such prepayment or to accept Declined Amounts shall notify Issuer not later than three (3) Business Days prior to the Mandatory Prepayment Date. Issuer shall not, and shall not permit any of the Subsidiaries to, use any Net Proceeds received from any Asset Sale to repay any Junior Indebtedness.

Mandatory Prepayments. (ia) If During any Dominion Trigger Period, all funds deposited into any Dominion Account shall automatically be dispersed to repay the principal outstanding Revolving Loans (for the avoidance of doubt, it being understood and agreed that, after such repayment and subject to the Availability Block and the other terms herein, Borrowers may reborrow hereunder in accordance with the terms herein); (b) Concurrently with the receipt by any Borrower of any net cash proceeds from any Asset Disposition of any Collateral (other than with respect to a Permitted Asset Disposition), in an amount equal to 100% of such Asset Disposition; (c) Concurrently with the receipt of any proceeds of insurance paid in respect of any Collateral, Borrowers shall prepay Revolver Loans in an amount equal to such proceeds, subject to Section 8.6.2; (d) Concurrently with the receipt of any net cash proceeds from the issuance of any Debt of any Borrower (excluding Debt permitted by Section 10.2.1) in an amount equal to 100% of such net cash proceeds to the extent not used for Acquisitions by a Borrower within one hundred eighty (180) days thereafter. (e) Concurrently with any issuance of Equity Interests by a Borrower (excluding any issuance of Equity Interests (v) in defeasance and satisfaction of the Notes is accelerated 2009 Convertible Notes; (includingw) in connection with a Permitted Acquisition; (x) pursuant to any employee or director option program, but not limited tobenefit plan or compensation program; (y) by a Subsidiary to Titan International or another Subsidiary to Titan International or another Subsidiary or (z) if waived by the Required Lenders, in connection with a Change of Control of any Borrower), Borrowers shall prepay Revolver Loans in an amount equal to the net proceeds of such issuance (except to the extent that such proceeds are intended to be, and in fact are, reinvested within 180 days from such date of issuance). (f) Immediately upon the occurrence of a bankruptcy or insolvency event No Draw Period, Borrowers shall prepay in full the Revolver Loans (not including any outstanding Letters of Credit so long as Borrowers are in compliance with the acceleration of claims by operation of law)), Issuer shall immediately pay to Purchasers, payable to each Purchaser in accordance with its respective Pro Rata Share, an amount equal to the sum of: LC Conditions at such time (i) the outstanding principal amount of the Notes, plus (ii) accrued and unpaid interest thereon through the prepayment date, plus (iii) all other Obligations that are due and payable, including Purchasers’ Expenses and interest at the Default Rate, if applicable, than with respect to any past due amountscompliance with Section 6.2(a))). (ii) If on any date Issuer or any Subsidiary shall receive Net Proceeds from any Asset Sale, Issuer shall apply an amount equal to one hundred percent (100%) of such Net Proceeds, to prepay the Notes; provided that, (1) Issuer may deliver a Reinvestment Notice with respect to the percentage of such Net Proceeds in the Issuer Retention column below, and shall apply an amount equal to the percentage of such Net Proceeds in the Note Repayment column below, to prepay the Notes: and (2) notwithstanding the foregoing, on each Reinvestment Prepayment Date, Issuer shall apply an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event to prepay the Notes (together with any applicable premium). All Net Proceeds from Asset Sales shall be deposited in a Collateral Account pending repayment or reinvestment in accordance with the terms of this Section 2.2(c). Amounts to be applied in connection with prepayments made pursuant to this Section 2.2(c)(ii) shall be payable to each Purchaser in accordance with its respective Pro Rata Share; provided that any Purchaser may decline any such prepayment (collectively, the “Declined Amount”), in which case the Declined Amount shall be retained by Issuer. Each prepayment of the Notes under this Section 2.2(c)(ii) shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid. Issuer shall deliver to each Purchaser notice of each prepayment of Notes in whole or in part pursuant to this Section 2.2(c)(ii) not 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 such prepayment, and (iii) the option of each Purchaser to (x) decline its share of such prepayment or (y) accept Declined Amounts. Any Purchaser that wishes to exercise its option to decline such prepayment or to accept Declined Amounts shall notify Issuer not later than three (3) Business Days prior to the Mandatory Prepayment Date. Issuer shall not, and shall not permit any of the Subsidiaries to, use any Net Proceeds received from any Asset Sale to repay any Junior Indebtedness.

Mandatory Prepayments. (i) If any Indebtedness shall be incurred by the principal amount Company or any of the Notes is accelerated its Subsidiaries (including, but not limited to, upon the occurrence of a bankruptcy or insolvency event (including the acceleration of claims by operation of law)), Issuer shall immediately pay to Purchasers, payable to each Purchaser excluding any Indebtedness incurred in accordance with its respective Pro Rata ShareSection 7.01), an amount equal to the sum of: (i) the outstanding principal amount 100% of the Notes, plus (ii) accrued and unpaid interest thereon through Net Cash Proceeds thereof shall be applied within five Business Days of the receipt of such Net Cash Proceeds toward the prepayment date, plus (iii) all other Obligations that are due and payable, including Purchasers’ Expenses and interest at of the Default Rate, if applicable, with respect to any past due amountsTerm Loans as set forth in Section 2.13(c)(iii). (ii) If on any date Issuer the Company or any Subsidiary of its Subsidiaries shall receive Net Cash Proceeds from any Asset SaleSale or Recovery Event then, Issuer unless a Reinvestment Notice shall apply be delivered in respect thereof within five Business Days of the receipt of such Net Cash Proceeds, an amount equal to one hundred percent (100%) % of such Net ProceedsCash Proceeds shall be applied within ten Business Days following receipt thereof toward the prepayment of the Term Loans; provided, to prepay the Notes; provided that, (1) Issuer may deliver a Reinvestment Notice with respect to the percentage of such Net Proceeds in the Issuer Retention column below, and shall apply an amount equal to the percentage of such Net Proceeds in the Note Repayment column below, to prepay the Notes: and (2) notwithstanding the foregoing, on each Reinvestment Prepayment Date, Issuer shall apply an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event to prepay the Notes (together with any applicable premium). All Net Proceeds from Asset Sales shall be deposited in a Collateral Account pending repayment or reinvestment in accordance with applied toward the terms prepayment of this Section 2.2(c). the Term Loans. (iii) Amounts to be applied in connection with prepayments made shall be applied to the prepayment of the Term Loans in accordance with Section 2.20. The application of any prepayment pursuant to this Section 2.2(c)(ii2.13(c) shall be payable made, first, to each Purchaser in accordance with its respective Pro Rata Share; provided that any Purchaser may decline any such prepayment (collectivelyABR Loans and, the “Declined Amount”)second, in which case the Declined Amount shall be retained by Issuerto Term Benchmark Loans. Each prepayment of the Notes Loans under this Section 2.2(c)(ii2.13(c) shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid. Issuer shall deliver to each Purchaser notice of each Each prepayment of Notes the Term Loans in whole or in part pursuant to accordance with this Section 2.2(c)(ii2.13(c) not 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) applied to installments thereof in the Mandatory Prepayment Date, (ii) the aggregate amount inverse order of such prepayment, and (iii) the option of each Purchaser to (x) decline its share of such prepayment or (y) accept Declined Amounts. Any Purchaser that wishes to exercise its option to decline such prepayment or to accept Declined Amounts shall notify Issuer not later than three (3) Business Days prior to the Mandatory Prepayment Date. Issuer shall not, and shall not permit any of the Subsidiaries to, use any Net Proceeds received from any Asset Sale to repay any Junior Indebtednessmaturity.

Mandatory Prepayments. (ia) If Subject to the principal amount terms and conditions of the Notes is accelerated (includingIntercreditor Agreement, but not limited to, upon in the occurrence of a bankruptcy or insolvency event (including that the acceleration of claims by operation of law)), Issuer shall immediately pay to Purchasers, payable to each Purchaser in accordance with its respective Pro Rata Share, an amount equal to the sum of: (i) the outstanding principal amount of the Notes, plus (ii) accrued and unpaid interest thereon through the prepayment date, plus (iii) all other Obligations that are due and payable, including Purchasers’ Expenses and interest at the Default Rate, if applicable, with respect to any past due amounts. (ii) If on any date Issuer Borrower or any Subsidiary shall receive Net Cash Proceeds from any Asset Sale, Issuer shall apply an amount equal to one hundred percent the Borrower shall, substantially simultaneously with (100%and in any event not later than the third Business Day next following) the receipt of such Net Cash Proceeds, apply all such Net Cash Proceeds to prepay the Notes; provided that,outstanding Loans. (1b) Issuer may deliver a Reinvestment Notice with Mandatory prepayments of outstanding Loans under this Agreement shall be allocated pro rata among the Loans and applied pro rata against the remaining scheduled installments of principal due in respect of the Loans under Sections 2.10(a)(i), (ii) and (iii). (c) The Borrower shall, to the percentage extent practicable, notify the Administrative Agent by telephone (confirmed by telecopy or electronic communication) of any prepayment under this Section, either (i) in the case of any 1-month LIBOR Loan or a 2-Week LIBOR Loan, at least three Business Days or (ii) in the case of any PRIME Rate Loan, at least one Business Day, before the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date, the principal amount to be prepaid and a reasonably detailed calculation of the amount of such Net Proceeds in the Issuer Retention column below, and shall apply an amount equal to the percentage prepayment. Promptly following receipt of such Net Proceeds in the Note Repayment column below, to prepay the Notes: and (2) notwithstanding the foregoing, on each Reinvestment Prepayment Date, Issuer shall apply an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event to prepay the Notes (together with any applicable premium). All Net Proceeds from Asset Sales shall be deposited in a Collateral Account pending repayment or reinvestment in accordance with the terms of this Section 2.2(c). Amounts to be applied in connection with prepayments made pursuant to this Section 2.2(c)(ii) shall be payable to each Purchaser in accordance with its respective Pro Rata Share; provided that any Purchaser may decline any such prepayment (collectivelynotice, the “Declined Amount”), in which case Administrative Agent shall advise the Declined Amount shall be retained by IssuerLenders of the contents thereof. Each prepayment of a Borrowing shall be applied ratably to the Notes under this Section 2.2(c)(ii) Loans included in the prepaid Borrowing. Prepayments shall be accompanied by accrued interest to the date of such prepayment on the amount amounts prepaid. Issuer All prepayments of Borrowings under this Section shall deliver be subject to each Purchaser notice Section 2.15, but shall otherwise be without premium or penalty. (d) Notwithstanding any other provision of each this Section, the Borrower may defer any prepayment of Notes in whole or in part less than $1,000,000 that would otherwise be required to be made under this Section until the aggregate amount of all prepayments so deferred shall exceed $1,000,000, at which time the Borrower shall make all such deferred prepayments. (e) All amounts required to be paid pursuant to this Section 2.2(c)(ii) not less than five (5) Business Days 2.12 shall be applied first, to prepay outstanding Loans of Lenders that accept the same. Any Lender may elect, by notice to the Administrative Agent at or prior to the date time and in the manner specified by the Administrative Agent, prior to any prepayment of Loans required to be made by the Borrower pursuant to this Section 2.12, to decline all (but not a portion) of its pro rata share of such prepayment shall be made (eachsuch declined amounts, a the “Mandatory Prepayment DateDeclined Proceeds”). Such notice Any Declined Proceeds shall set be offered to the Lenders not so declining such prepayment (with such Lenders having the right to decline any prepayment with Declined Proceeds at the time and in the manner specified by the Administrative Agent). All such accepted prepayments shall be applied first, to the scheduled installments of principal due in respect of the Loans under Section 2.10 within 12 months of the date on which such prepayment is made and second, pro rata to the remaining scheduled installments of principal due in respect of the Loans under Section 2.10. Thereafter, the remaining Declined Proceeds shall be retained by the Borrower. (f) The Borrower shall deliver to the Administrative Agent, at the time of each prepayment required under this Section 2.12, a certificate signed by a Financial Officer of the Borrower setting forth (i) in reasonable detail the Mandatory Prepayment Datecalculation of the amount of such prepayment. If at the time of any prepayment pursuant to Section 2.12 there shall be outstanding Borrowings of different Types, (ii) and if some but not all Lenders shall have accepted such mandatory prepayment, then the aggregate amount of such prepayment, and (iii) the option of each Purchaser to (x) decline its share of such mandatory prepayment or (y) accept Declined Amounts. Any Purchaser that wishes to exercise its option to decline such prepayment or to accept Declined Amounts shall notify Issuer not later than three (3) Business Days prior be allocated ratably to the Mandatory Prepayment Date. Issuer shall not, and shall not permit any outstanding Borrowings of the Subsidiaries to, use any Net Proceeds received from any Asset Sale to repay any Junior Indebtednessaccepting Lenders.

Mandatory Prepayments. (i) If the principal amount of the Notes is accelerated (including, but not limited to, upon the occurrence of a bankruptcy or insolvency event (including the acceleration of claims by operation of law)), Issuer shall immediately pay to Purchasers, payable to each Purchaser in accordance with its respective Pro Rata Share, an amount equal to the sum of: (i) the outstanding principal amount of the Notes, plus (ii) accrued and unpaid interest thereon through the prepayment date, plus (iii) all other Obligations that are due and payable, including Purchasers’ Expenses and interest at the Default Rate, if applicable, with respect to any past due amounts. (iia) If on any date Issuer the Borrower or any Subsidiary of its Subsidiaries shall receive Net Cash Proceeds from any Asset SaleSale or Recovery Event then, Issuer shall apply with respect to an amount equal to one hundred percent (100%) 75% of such Net Cash Proceeds (“Allocated Proceeds, to prepay the Notes”; provided that, (1) Issuer that the Borrower or such Subsidiary may deliver instead deem a Reinvestment Notice with respect to the percentage portion of such Net Cash Proceeds in the Issuer Retention column below, and shall apply an amount equal to the percentage first 75% of the Total Net Proceeds to the Borrower or such Subsidiary from such Asset Sale or Recovery Event, when and as received, to be the Allocated Proceeds of such Net Asset Sale or Recovery Event), (i) if such Allocated Proceeds in are not Reinvestment Proceeds, such Allocated Proceeds shall be applied on the Note Repayment column below, to prepay fifth Business Day after the Notes: and date such proceeds are received toward the prepayment of the Term Loans or (2ii) notwithstanding the foregoingif such Allocated Proceeds are Reinvestment Proceeds, on each Reinvestment Prepayment Date, Issuer shall apply an amount equal to the relevant Reinvestment Prepayment Amount shall be applied toward the prepayment of the Term Loans in the manner specified in Section 2.9(c); provided that, notwithstanding clauses (i) and (ii) above, to the extent that the terms of the documentation for any First Lien Notes or Pre-Existing Debt that is secured on a pari passu basis with the Obligations under this Agreement require that a portion of such Allocated Proceeds be applied to purchase First Lien Notes or Pre-Existing Debt pursuant to a mandatory offer to purchase such First Lien Notes or Pre-Existing Debt, such Allocated Proceeds may be applied to prepay Term Loans in accordance with Section 2.9(c) and purchase First Lien Notes and/or Pre-Existing Debt on a pro rata basis based on the respective amounts of Term Loans and First Lien Notes and/or Pre-Existing Debt then outstanding. (b) If on any date the Borrower or any of its Subsidiaries shall receive Net Cash Proceeds from any Debt Incurrence Prepayment Event then with respect to the relevant Reinvestment Event an amount equal to prepay the Notes (together with any applicable premium). All 100% of such Net Cash Proceeds from Asset Sales shall be deposited applied toward the prepayment of the Term Loans in a Collateral Account pending repayment or reinvestment the manner specified in accordance with the terms Section 2.9(c). (c) The application of this Section 2.2(c). Amounts any amounts required to be applied in connection with prepayments made to a prepayment of Term Loans pursuant to this Section 2.2(c)(ii2.9(a) shall be payable made on a pro rata basis to each Purchaser in accordance with its respective Pro Rata Share; provided Class of Term Loans then outstanding (except to the extent that any Purchaser may decline Incremental Activation Notice for any Class of Incremental Term Loans or Extended Term Loans provide that such Incremental Term Loans or Extended Term Loans shall participate on a lesser basis or not participate at all). The application of any amounts required to be applied to a prepayment of Term Loans pursuant to Section 2.9(b) shall be made, at the Borrower’s option (collectively, by notice to the “Declined Amount”Administrative Agent), in which case either (i) on a pro rata basis to each Class of Term Loans then outstanding or (ii) to the Declined Amount Term Loans of each Class selected by the Borrower. Amounts required to be applied to the prepayment of Term Loans of any Class shall be retained by Issuerapplied first, to ABR Loans of such Class and, second, to Eurodollar Loans of such Class. Each prepayment of the Notes Term Loans under this Section 2.2(c)(ii) 2.9 shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid. Issuer shall deliver to each Purchaser notice of each prepayment of Notes in whole or in part pursuant to this Section 2.2(c)(ii) not 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 such prepayment, and (iii) the option of each Purchaser to (x) decline its share of such prepayment or (y) accept Declined Amounts. Any Purchaser that wishes to exercise its option to decline such prepayment or to accept Declined Amounts shall notify Issuer not later than three (3) Business Days prior to the Mandatory Prepayment Date. Issuer shall not, and shall not permit any of the Subsidiaries to, use any Net Proceeds received from any Asset Sale to repay any Junior Indebtedness.

Mandatory Prepayments. (i) If the principal amount of the Notes is accelerated (including, but not limited to, upon the occurrence of a bankruptcy or insolvency event (including the acceleration of claims by operation of law)), Issuer shall immediately pay to Purchasers, payable to each Purchaser in accordance with its respective Pro Rata Share, an amount equal to the sum of: (i) the outstanding principal amount of the Notes, plus (ii) accrued and unpaid interest thereon through the prepayment date, plus (iii) all other Obligations that are due and payable, including Purchasers’ Expenses and interest at the Default Rate, if applicable, with respect to any past due amounts. (iia) If on any date Issuer TWTC, the Borrower or any Subsidiary shall receive Net Cash Proceeds in excess of $20,000,000 from any Asset SaleSale or Recovery Event then, Issuer shall apply an amount equal to one hundred percent (100%) of such Net Proceeds, to prepay the Notes; provided that, (1) Issuer may deliver unless a Reinvestment Notice shall be delivered in respect thereof, such Net Cash Proceeds shall be applied, pursuant to Section 2.12(b), toward the prepayment of the Term Loan B Loans of each Term Loan B Lender that accepts an offer of such prepayment as set forth in Section 2.12(b). If a Reinvestment Notice has been delivered with respect to a Reinvestment Event, then on the percentage of such Net Proceeds in the Issuer Retention column below, and shall apply an amount equal to the percentage of such Net Proceeds in the Note Repayment column below, to prepay the Notes: and (2) notwithstanding the foregoing, on each relevant Reinvestment Prepayment Date, Issuer shall apply Date an amount equal to the Reinvestment Prepayment Amount with respect to the relevant such Reinvestment Event to prepay the Notes (together with any applicable premium). All Net Proceeds from Asset Sales shall be deposited in a Collateral Account pending repayment or reinvestment in accordance with applied toward the terms of this Section 2.2(c). Amounts to be applied in connection with prepayments made pursuant to this Section 2.2(c)(ii) shall be payable to each Purchaser in accordance with its respective Pro Rata Share; provided that any Purchaser may decline any such prepayment (collectively, the “Declined Amount”), in which case the Declined Amount shall be retained by Issuer. Each prepayment of the Notes under this Section 2.2(c)(ii) shall be accompanied by accrued interest to the date Term Loan B Loans of each Term Loan B Lender that accepts an offer of such prepayment on as set forth in Section 2.12(b). Any prepayments of the amount prepaid. Issuer shall deliver to each Purchaser notice Term Loan B Loans of each prepayment Term Loan B Lender that accepts an offer of Notes in whole or in part pursuant to this Section 2.2(c)(ii) not less than five (5) Business Days prior to the date such prepayment shall be made prior to the time when the Borrower is required to make an “Offer to Purchase” (as defined in the 2018 Senior Note Indenture) pursuant to Section 4.11(c) of the 2018 Senior Note Indenture. (b) With respect to the amount of any mandatory prepayment described in Section 2.12(a) (such amount, the “Term Loan B Prepayment Amount”), the Borrower will, on the date specified in Section 2.12(a) for such prepayment, give the Administrative Agent telephonic notice (promptly confirmed in writing) requesting that the Administrative Agent prepare and provide to each Term Loan B Lender a notice (each, a “Prepayment Option Notice”). As promptly as practicable after receiving such notice from the Borrower, the Administrative Agent will send to each Term Loan B Lender a Prepayment Option Notice, which shall be in the form of Exhibit I-1, and shall include an offer by the Borrower to prepay on the date (each a “Mandatory Prepayment Date”)) that is five Business Days after the date of the Prepayment Option Notice, the relevant Term Loan B Loans of such Term Loan B Lender by an amount equal to the portion of the Term Loan B Prepayment Amount indicated in such Term Loan B Lender’s Prepayment Option Notice as being applicable to such Term Loan B Lender’s Term Loan B Loans. Such notice shall set forth (i) On the Mandatory Prepayment Date, (iii) the Borrower shall pay to the Administrative Agent for the account of the relevant Term Loan B Lenders the aggregate amount of such prepayment, and (iii) the option of each Purchaser necessary to (x) decline its share of such prepayment or (y) accept Declined Amounts. Any Purchaser prepay that wishes to exercise its option to decline such prepayment or to accept Declined Amounts shall notify Issuer not later than three (3) Business Days prior to the Mandatory Prepayment Date. Issuer shall not, and shall not permit any portion of the Subsidiaries to, use any Net Proceeds received from any Asset Sale outstanding relevant Term Loan B Loans in respect of which such Term Loan B Lenders have accepted prepayment as described above and the Borrower shall be entitled to repay any Junior Indebtednessretain the remaining portion of the Term Loan B Prepayment Amount not accepted by the relevant Term Loan B Lenders.

Mandatory Prepayments. On the next Business Day following (i) If the principal amount Company consummating any public or private offering or any other issuance of any Capital Stock or any other issuance of any Capital Stock (including any issuance of Common Stock to the general public), Stock Equivalents or of any other Securities or Indebtedness (including entering into any Equity Line of Credit) or any other debt or equity financing or capital-raising transaction of any kind or (ii) the Company receiving proceeds net of any litigation financing of litigation(s) described in Schedule 13 of the Notes is accelerated Disclosure Certificate (includingeach a “Mandatory Prepayment Triggering Event”) on any date other than the Maturity Date, but not limited tothe Company shall, upon subject to the occurrence of a bankruptcy or insolvency event (including the acceleration of claims by operation of law))Holder’s conversion rights set forth herein, Issuer shall immediately pay to Purchasers, payable to each Purchaser the Holder in accordance with its respective Pro Rata Share, cash an amount equal to (X) 66% of the sum of: net proceeds of each Mandatory Prepayment Triggering Event described in preceding clause (i) and (Y) 100% of such net proceeds, after repayment of amounts owed to the outstanding principal amount funder of the Notesfinancing of litigation(s) described in Schedule 13 of the Disclosure Certificate, plus of the Mandatory Prepayment Triggering Event described in preceding clause (ii) accrued and unpaid interest thereon through to repay the prepayment date, plus (iii) all other Obligations that are due and payable, including Purchasers’ Expenses and interest at the Default Rate, if applicable, with respect to any past due amounts. (ii) If on any date Issuer or any Subsidiary shall receive Net Proceeds from any Asset Sale, Issuer shall apply an amount equal to one hundred percent (100%) of such Net Proceeds, to prepay the Notes; provided that, (1) Issuer may deliver a Reinvestment Notice with respect to the percentage of such Net Proceeds in the Issuer Retention column below, and shall apply an amount equal to the percentage of such Net Proceeds in the Note Repayment column below, to prepay the Notes: and (2) notwithstanding the foregoing, on each Reinvestment Prepayment Date, Issuer shall apply an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event to prepay the Notes (together with any applicable premium). All Net Proceeds from Asset Sales shall be deposited in a Collateral Account pending repayment or reinvestment in accordance with the terms of this Section 2.2(c). Amounts to be applied in connection with prepayments made pursuant to this Section 2.2(c)(ii) shall be payable to each Purchaser in accordance with its respective Pro Rata Share; provided that any Purchaser may decline any such prepayment (collectively, the “Declined Amount”), in which case the Declined Amount shall be retained by Issuer. Each prepayment of the Notes under this Section 2.2(c)(ii) shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid. Issuer shall deliver to each Purchaser notice of each prepayment of Notes in whole or in part pursuant to this Section 2.2(c)(ii) not less than five (5) Business Days prior to the date such prepayment shall be made (each, a “Mandatory Prepayment DateAmount”). Such The Company shall provide notice to the Holder of the closing or payment, as applicable, of such Mandatory Prepayment Triggering Event, including the expected net proceeds thereof, not later than the 10th day preceding the date of consummation or payment, as applicable, of such Mandatory Prepayment Triggering Event, which notice shall set forth (i) be irrevocable and constitute an agreement to pay applicable Mandatory Prepayment Amount on the date of consummation or payment, as applicable, of such Mandatory Prepayment Triggering Event. The Holder may continue to convert the principal amounts to be prepaid under this Note until the date of consummation of such Mandatory Prepayment Triggering Event; provided, that, if the Company does not provide such notice, in addition to all other remedies provided under the Transaction Documents for failure to comply with this Note, the Holder may convert the Note in the amount of such payment and, in its sole discretion, either return such payment or apply such payment to other outstanding Obligations, if any. In the event that the terms of the Mandatory Prepayment DateTriggering Event do not provide for the repayment in cash in full of all outstanding Obligations, (ii) the aggregate amount Holder may choose, in its sole discretion, to adjust the Conversion Price to match the price of the Common Stock issued or implied by such prepayment, and (iii) the option of each Purchaser to (x) decline its share of such prepayment or (y) accept Declined Amounts. Any Purchaser that wishes to exercise its option to decline such prepayment or to accept Declined Amounts shall notify Issuer not later than three (3) Business Days prior to the Mandatory Prepayment DateTriggering Event. Issuer shall not, This Section 2(b) is merely a requirement to redeem this Note and shall not permit an authorization to consummate any of Mandatory Prepayment Triggering Event otherwise prohibited by the Subsidiaries to, use any Net Proceeds received from any Asset Sale to repay any Junior IndebtednessTransaction Documents.

Mandatory Prepayments. (ia) If If, subsequent to the principal amount Closing Date, the Parent, any of the Notes is accelerated Borrowers or any of the Credit Parties shall receive Net Proceeds from any issuance of Indebtedness (including, but not limited to, upon the occurrence of a bankruptcy or insolvency event (including the acceleration of claims by operation of law)other than Permitted Indebtedness), Issuer 100% of such Net Proceeds shall immediately pay to Purchasers, payable to each Purchaser in accordance with its respective Pro Rata Share, an amount equal be simultaneously paid to the sum of: (i) Administrative Agent for the outstanding principal amount pro rata accounts of the Notes, plus (ii) accrued and unpaid interest thereon through the prepayment date, plus (iii) all other Obligations that are due and payable, including Purchasers’ Expenses and interest at the Default Rate, if applicable, with respect to any past due amountsLenders. (iib) If on If, subsequent to the Closing Date, the Parent, any date Issuer of the Borrowers or any Subsidiary of the Credit Parties shall receive Net Proceeds from any Asset SaleSale (other than in the ordinary course of business), Issuer 100% of such Net Proceeds shall apply be simultaneously paid to the Administrative Agent for the pro rata accounts of the Lenders. (c) The Borrowers shall give the Administrative Agent (which shall promptly notify each Lender) at least one Business Day's notice of each mandatory prepayment pursuant to this Section 2.7 setting forth the date and amount thereof. With respect to each prepayment of Loans required by this Section 2.7, the Borrowers may designate the Types of Loans which are to be prepaid and the specific borrowing(s) pursuant to which such Loans were made; provided that: (i) the Borrowers shall first so designate all Base Rate Loans and LIBOR Rate Loans, if any, with Interest Periods ending on the date of repayment prior to designating any other LIBOR Rate Loans; (ii) if any prepayment of LIBOR Rate Loans made pursuant to a single borrowing shall reduce the outstanding Loans made pursuant to such borrowing to an amount less than the minimum borrowing amount set forth in Section 2.2(d), such borrowing shall be immediately converted into Base Rate Loans; and (iii) each prepayment of any Loans made pursuant to a borrowing shall be applied pro rata among such Loans. In the absence of a designation by the Borrowers as described in the preceding sentence, the Administrative Agent shall, subject to the above, make such designations in its sole discretion with a view, but no obligation, to minimize breakage costs owing under Section 2.17. Notwithstanding the foregoing provisions of this Section 2.7, if at any time the mandatory prepayment of Loans pursuant to this Section 2.7 would result, after giving effect to the second sentence of this subsection (c), in the Borrowers incurring breakage costs under Section 2.17 as a result of LIBOR Rate Loans being repaid other than on the last day of an Interest Period applicable thereto (the "Affected LIBOR Rate Loans"), then the Borrowers may, if they so elect by notice to the Administrative Agent, deposit a portion (up to 100%) of the amounts that otherwise would have been paid in respect of the Affected LIBOR Rate Loans with the Administrative Agent to be held pursuant to an escrow agreement to be entered into in form and substance satisfactory to the Administrative Agent, with such escrowed amounts to be released from such escrow (and applied to repay the principal amount of such Loans) upon each occurrence thereafter of the last day of an Interest Period applicable to the relevant LIBOR Rate Loans (or such earlier date or dates as shall be requested by the Borrowers), with the amount to be so released and applied on the last day of each Interest Period to be the amount of the Loans to which such Interest Period applies (or, if less, the amount remaining in such escrow account). (d) If on any date the sum of (i) Revolving Credit Loans outstanding on such date and (ii) Letter of Credit Obligations on such date exceeds the lesser of (x) the aggregate Revolving Credit Commitments as then in effect (including, without limitation, as a result of the determination of Dollar Equivalents pursuant to Section 2.11(c) hereof) and (y) the Borrowing Base, the Borrowers agree to repay on such date the principal of the Revolving Credit Loans in an amount equal to one hundred percent (100%) of such Net Proceeds, to prepay the Notes; provided that, (1) Issuer may deliver a Reinvestment Notice with respect to the percentage of such Net Proceeds in the Issuer Retention column below, and shall apply an amount equal to the percentage of such Net Proceeds in the Note Repayment column below, to prepay the Notes: and (2) notwithstanding the foregoing, on each Reinvestment Prepayment Date, Issuer shall apply an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event to prepay the Notes (together with any applicable premium). All Net Proceeds from Asset Sales shall be deposited in a Collateral Account pending repayment or reinvestment in accordance with the terms of this Section 2.2(c). Amounts to be applied in connection with prepayments made pursuant to this Section 2.2(c)(ii) shall be payable to each Purchaser in accordance with its respective Pro Rata Share; provided that any Purchaser may decline any such prepayment (collectively, the “Declined Amount”), in which case the Declined Amount shall be retained by Issuer. Each prepayment of the Notes under this Section 2.2(c)(ii) shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid. Issuer shall deliver to each Purchaser notice of each prepayment of Notes in whole or in part pursuant to this Section 2.2(c)(ii) not 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 such prepayment, and (iii) the option of each Purchaser to (x) decline its share of such prepayment or (y) accept Declined Amounts. Any Purchaser that wishes to exercise its option to decline such prepayment or to accept Declined Amounts shall notify Issuer not later than three (3) Business Days prior to the Mandatory Prepayment Date. Issuer shall not, and shall not permit any of the Subsidiaries to, use any Net Proceeds received from any Asset Sale to repay any Junior Indebtednessexcess.

Mandatory Prepayments. (ia) If after the principal amount of the Notes is accelerated Closing Date any Indebtedness shall be incurred or issued by any Group Member (including, but not limited to, upon the occurrence of a bankruptcy or insolvency event (including the acceleration of claims by operation of lawother than Excluded Indebtedness)), Issuer shall immediately pay to Purchasers, payable to each Purchaser in accordance with its respective Pro Rata Share, an amount equal to the sum of: (i) the outstanding principal amount 100% of the Notes, plus (ii) accrued and unpaid interest thereon through Net Cash Proceeds thereof shall be applied on the date of such incurrence or issuance toward the prepayment date, plus (iii) all other Obligations that are due and payable, including Purchasers’ Expenses and interest at of the Default Rate, if applicable, with respect to any past due amountsTerm Loans as set forth in Section 4.2(d). (ii1) If on any date Issuer or any Subsidiary Group Member shall receive Net Cash Proceeds from any Asset SaleSale or Recovery Event then, Issuer unless a Reinvestment Notice shall apply be delivered in respect thereof, an amount equal to one hundred percent (100%) % of such Net Proceeds, to prepay Cash Proceeds shall be applied on such date toward the Notesprepayment of the Term Loans as set forth in Section 4.2(d); provided that, (1) Issuer may deliver a Reinvestment Notice with respect to the percentage of such Net Proceeds in the Issuer Retention column below, and shall apply an amount equal to the percentage of such Net Proceeds in the Note Repayment column below, to prepay the Notes: and (2) notwithstanding the foregoing, on each Reinvestment Prepayment Date, Issuer shall apply an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event to prepay the Notes (together with any applicable premium). All Net Proceeds from Asset Sales shall be deposited applied toward the prepayment of the Term Loans as set forth in Section 4.2(d); provided further that no prepayment of the Term Loans pursuant to this clause (b) shall be required if at such time the Consolidated Leverage Ratio is less than or equal to 1.25 to 1.00, on a Collateral Account pending repayment Pro Forma Basis. (2) Notwithstanding the foregoing, to the extent that (and for so long as) any of or reinvestment in accordance with all of the terms Net Cash Proceeds of this any Asset Sale or any Recovery Event by a Foreign Subsidiary giving rise to mandatory prepayment pursuant to Section 2.2(c). 4.2(b)(1) (each such Asset Sale and Recovery Event, a “Specified Asset Sale”) are prohibited or delayed by applicable local Requirements of Law from being repatriated to the jurisdiction of organization of the Borrower, the calculation of Net Cash Proceeds shall be reduced by the amount so prohibited or delayed; provided, that once such repatriation of any such affected Net Cash Proceeds is permitted under the applicable local Requirements of Law, the Group Members shall be treated as having received Net Cash Proceeds equal to the amount of such reduction. (c) [Reserved]. (d) Amounts to be applied in connection with prepayments made pursuant to this Section 2.2(c)(ii4.2(a) or 4.2(b) shall be payable applied to each Purchaser the prepayment of the Term Loans in accordance with its respective Pro Rata Share; provided that any Purchaser may decline any such prepayment (collectivelySection 4.8 and first, the “Declined Amount”)to Base Rate Loans and, in which case the Declined Amount shall be retained by Issuersecond, to Eurodollar Loans. Each prepayment of the Notes Term Loans under this Section 2.2(c)(ii) 4.2 shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid. Issuer shall deliver to each Purchaser notice . (e) The Total Term Commitments (and the Term Commitments of each prepayment Lender) shall terminate in its entirety at 5:00 p.m., New York City time, on the Closing Date. (f) If for any reason the Total Revolving Extensions of Notes Credit exceeds the Total Revolving Commitments, the Borrower shall immediately prepay Revolving Loans and/or Cash Collateralize the LC Obligations in whole or in part pursuant to this Section 2.2(c)(ii) not 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 an aggregate amount of equal to such prepayment, and (iii) the option of each Purchaser to (x) decline its share of such prepayment or (y) accept Declined Amounts. Any Purchaser that wishes to exercise its option to decline such prepayment or to accept Declined Amounts shall notify Issuer not later than three (3) Business Days prior to the Mandatory Prepayment Date. Issuer shall not, and shall not permit any of the Subsidiaries to, use any Net Proceeds received from any Asset Sale to repay any Junior Indebtednessexcess.

Mandatory Prepayments. (i) If Immediately upon the principal amount receipt by Parent or any of its Subsidiaries of the Notes is accelerated (includingproceeds of any Permitted Kasco Sale Transaction, but not limited to, upon the occurrence of a bankruptcy or insolvency event (including the acceleration of claims by operation of law)), Issuer Borrowers shall immediately pay to Purchasers, payable to each Purchaser in accordance with its respective Pro Rata Share, an amount equal to the sum of: (i) prepay the outstanding principal amount of the NotesObligations, plus (iithe Second Lien Indebtedness and the Subordinated Indebtedness, as the case may be, in accordance with SECTION 2.4(E)(I) accrued and unpaid interest thereon through in an aggregate amount equal to 100% of the prepayment date, plus (iiiNet Cash Proceeds received by Parent or its Subsidiaries in connection with such sale. Nothing contained in this SECTION 2.4(D)(I) all shall permit Parent or any of its Subsidiaries to sell or otherwise dispose of any property or assets other Obligations that are due and payable, including Purchasers’ Expenses and interest at than in accordance the Default Rate, if applicable, with respect to any past due amountsrequirements of the definition of Permitted Kasco Sale Transaction or as otherwise permitted hereunder. (ii) If on any date Issuer Immediately upon the receipt by Parent or any Subsidiary of its Subsidiaries of the proceeds of any voluntary or involuntary sale or disposition by Parent 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 or any Permitted Kasco Sale Transaction), Borrowers shall receive Net Proceeds from any Asset Sale, Issuer shall apply prepay the outstanding principal amount of the Obligations in accordance with SECTION 2.4(E)(II) in an amount equal to one hundred percent 100% of the Net Cash Proceeds (100%including condemnation awards and payments in lieu thereof) received by Parent or its Subsidiaries in connection with such sales or dispositions; PROVIDED that, so long as (A) no Default or Event of 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 such Net Proceedssale or disposition, casualty loss or condemnation, or the cost of purchase or construction of other assets useful in the business of 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 replacement, purchase, or construction within 180 days after the initial receipt of such monies, Borrowers and their 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 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(E)(II). Nothing contained in this SECTION 2.4(D)(II) shall permit Parent or any of its Subsidiaries to sell or otherwise dispose of any property or assets other than in accordance with SECTION 6.4. (iii) Immediately upon the receipt by Parent or any of its Subsidiaries of any Extraordinary Receipts, Borrowers shall prepay the Notes; provided that, (1outstanding principal amount of the Obligations in accordance with SECTION 2.4(E)(II) Issuer may deliver a Reinvestment Notice with respect to the percentage of such Net Proceeds in the Issuer Retention column below, and shall apply an amount equal to the percentage 100% of such Net Proceeds 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 permitted under SECTION 6.1(A), (B), (C), (D), or (E)) or the issuance by Parent or any of its Subsidiaries of any shares of Parent's or its Subsidiaries' Stock (other than (A) the issuance of Stock under an employee stock option or incentive plan of any Loan Party to the extent permitted hereunder or (B) in the Note Repayment column below, to prepay the Notes: and (2) notwithstanding the foregoing, on each Reinvestment Prepayment Date, Issuer shall apply an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event to prepay the Notes (together with event that Parent or any applicable premium). All Net Proceeds from Asset Sales shall be deposited in Subsidiary of Parent forms a Collateral Account pending repayment or reinvestment Subsidiary in accordance with the terms hereof, the issuance by such Subsidiary of this Section 2.2(cStock to Parent or such Subsidiary, as applicable). Amounts , Borrowers shall prepay the outstanding principal amount of the Obligations in accordance with SECTION 2.4(E)(II) in an amount equal to be applied 100% of the Net Cash Proceeds received by Parent or its Subsidiaries in connection with prepayments made such issuance or incurrence. The provisions of this SECTION 2.4(D)(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 this Section 2.2(c)(ii) SECTION 5.3, commencing with the delivery to Agent and the Lenders of the financial statements for Parent'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, Borrowers shall be payable to each Purchaser prepay the outstanding principal amount of the Obligations in accordance with its respective Pro Rata Share; provided that any Purchaser may decline any such prepayment (collectively, the “Declined Amount”), SECTION 2.4(E)(II) in which case the Declined Amount shall be retained by Issuer. Each prepayment an amount equal to 50% of the Notes under this Section 2.2(c)(ii) shall be accompanied by accrued interest to the date Excess Cash Flow of Parent and its Subsidiaries for such prepayment on the amount prepaid. Issuer shall deliver to each Purchaser notice of each prepayment of Notes in whole or in part pursuant to this Section 2.2(c)(ii) not 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 such prepayment, and (iii) the option of each Purchaser to (x) decline its share of such prepayment or (y) accept Declined Amounts. Any Purchaser that wishes to exercise its option to decline such prepayment or to accept Declined Amounts shall notify Issuer not later than three (3) Business Days prior to the Mandatory Prepayment Date. Issuer shall not, and shall not permit any of the Subsidiaries to, use any Net Proceeds received from any Asset Sale to repay any Junior Indebtednessfiscal year.

Mandatory Prepayments. (ia) If If, subsequent to the principal amount Closing Date, the Parent, any of the Notes is accelerated Borrowers or any of the Credit Parties shall receive Net Proceeds from any issuance of Indebtedness, 100% of such (includingb) If, but not limited to, upon the occurrence of a bankruptcy or insolvency event (including the acceleration of claims by operation of law)), Issuer shall immediately pay to Purchasers, payable to each Purchaser in accordance with its respective Pro Rata Share, an amount equal subsequent to the sum of: (i) Closing Date, the outstanding principal amount Parent, any of the Notes, plus (ii) accrued and unpaid interest thereon through the prepayment date, plus (iii) all other Obligations that are due and payable, including Purchasers’ Expenses and interest at the Default Rate, if applicable, with respect to any past due amounts. (ii) If on any date Issuer Borrowers or any Subsidiary of the Credit Parties shall receive Net Proceeds from any Asset SaleSale (other than in the ordinary course of business), Issuer 100% of such Net Proceeds shall apply be simultaneously paid to the Administrative Agent for the pro rata accounts of the Lenders. (c) The Borrowers shall give the Administrative Agent (which shall promptly notify each Lender) at least one Business Day's notice of each mandatory prepayment pursuant to this Section 2.7 setting forth the date and amount thereof. With respect to each prepayment of Loans required by this Section 2.7, the Borrowers may designate the Types of Loans which are to be prepaid and the specific borrowing(s) pursuant to which made; provided that: (i) the Borrowers shall first so designate all Base Rate Loans and LIBOR Rate Loans, if any, with Interest Periods ending on the date of repayment prior to designating any other LIBOR Rate Loans; (ii) if any prepayment of LIBOR Rate Loans made pursuant to a single borrowing shall reduce the outstanding Loans made pursuant to such borrowing to an amount less than the minimum borrowing amount set forth in Section 2.2(d), such borrowing shall be immediately converted into Base Rate Loans; and (iii) each prepayment of any Loans made pursuant to a borrowing shall be applied pro rata among such Loans. In the absence of a designation by the Borrowers as described in the preceding sentence, the Administrative Agent shall, subject to the above, make such designations in its sole discretion with a view, but no obligation, to minimize breakage costs owing under Section 2.17. Notwithstanding the foregoing provisions of this Section 2.7, if at any time the mandatory prepayment of Loans pursuant to this Section 2.7 would result, after giving effect to the second sentence of this subsection (c), in the Borrowers incurring breakage costs under Section 2.17 as a result of LIBOR Rate Loans being repaid other than on the last day of an Interest Period applicable thereto (the "Affected LIBOR Rate Loans"), then the Borrowers may, if they so elect by notice to the Administrative Agent, deposit a portion (up to 100%) of the amounts that otherwise would have been paid in respect of the Affected LIBOR Rate Loans with the Administrative Agent to be held pursuant to an escrow agreement to be entered into in form and substance satisfactory to the Administrative Agent, with such escrowed amounts to be released from such escrow (and applied to repay the principal amount of such Loans) upon each occurrence thereafter of the last day of an Interest Period applicable to the relevant LIBOR Rate Loans (or such earlier date or dates as shall be requested by the Borrowers), with the amount to be so released and applied on the last day of each Interest Period to be the amount of the Loans to which such Interest Period applies (or, if less, the amount remaining in such escrow account). (d) If on any date the aggregate principal amount of Revolving Credit Loans (after giving effect to all other repayments thereof on such date) exceeds the aggregate Available Commitments as then in effect (including, without limitation, as a result of the determination of Dollar Equivalents pursuant to Section 2.11(c) hereof), the Borrowers agree to repay on such date the principal of the Revolving Credit Loans in an amount equal to one hundred percent (100%) of such Net Proceeds, to prepay the Notes; provided that, (1) Issuer may deliver a Reinvestment Notice with respect to the percentage of such Net Proceeds in the Issuer Retention column below, and shall apply an amount equal to the percentage of such Net Proceeds in the Note Repayment column below, to prepay the Notes: and (2) notwithstanding the foregoing, on each Reinvestment Prepayment Date, Issuer shall apply an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event to prepay the Notes (together with any applicable premium). All Net Proceeds from Asset Sales shall be deposited in a Collateral Account pending repayment or reinvestment in accordance with the terms of this Section 2.2(c). Amounts to be applied in connection with prepayments made pursuant to this Section 2.2(c)(ii) shall be payable to each Purchaser in accordance with its respective Pro Rata Share; provided that any Purchaser may decline any such prepayment (collectively, the “Declined Amount”), in which case the Declined Amount shall be retained by Issuer. Each prepayment of the Notes under this Section 2.2(c)(ii) shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid. Issuer shall deliver to each Purchaser notice of each prepayment of Notes in whole or in part pursuant to this Section 2.2(c)(ii) not 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 such prepayment, and (iii) the option of each Purchaser to (x) decline its share of such prepayment or (y) accept Declined Amounts. Any Purchaser that wishes to exercise its option to decline such prepayment or to accept Declined Amounts shall notify Issuer not later than three (3) Business Days prior to the Mandatory Prepayment Date. Issuer shall not, and shall not permit any of the Subsidiaries to, use any Net Proceeds received from any Asset Sale to repay any Junior Indebtednessexcess.

Mandatory Prepayments. (ia) If the principal amount of the Notes is accelerated any Indebtedness shall be issued or incurred by any Consolidated Entity (including, but not limited to, upon the occurrence of a bankruptcy or insolvency event (including the acceleration of claims by operation of lawother than as permitted under Section 6.01)), Issuer shall immediately pay to Purchasers, payable to each Purchaser in accordance with its respective Pro Rata Share, an amount equal to the sum of: (i) the outstanding principal amount 100% of the Notes, plus (ii) accrued and unpaid interest thereon through Net Cash Proceeds shall be applied on the date of such issuance or incurrence toward the prepayment date, plus of the US Term Loans as set forth in Section 2.14(d); provided that no prepayment shall be required to be made pursuant to this subsection (iiia) all other Obligations that are due and payable, including Purchasers’ Expenses and interest at if the Default Rate, if applicable, with respect Leverage Ratio on the last the day of the fiscal quarter most recently ended is 2.00 to any past due amounts1.00 or less. (iib) If on any date Issuer or any Subsidiary Consolidated Entity shall receive Net Cash Proceeds from any Asset SaleSale or Recovery Event then, Issuer unless a Reinvestment Notice shall apply be delivered in respect thereof, an amount equal to one hundred percent (100%) 50% of such Net ProceedsCash Proceeds shall be applied on such date toward the prepayment of the US Term Loans as set forth in Section 2.14(d); provided, to prepay the Notes; provided that, (1) Issuer may deliver a Reinvestment Notice with respect to the percentage of such Net Proceeds in the Issuer Retention column below, and shall apply an amount equal to the percentage of such Net Proceeds in the Note Repayment column below, to prepay the Notes: and (2) notwithstanding the foregoing, on each Reinvestment Prepayment Date, Issuer shall apply an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event to prepay shall be applied toward the Notes prepayment of the US Term Loans. (together c) If on any date any Consolidated Entity shall receive Net Cash Proceeds in connection with any applicable premium). All Receivables Financing Program then such Net Cash Proceeds from Asset Sales shall be deposited applied on such date toward the prepayment of the US Term Loans as set forth in a Collateral Account pending repayment or reinvestment in accordance with the terms of this Section 2.2(c2.14(d). . (d) Amounts to be applied in connection with prepayments made pursuant to this Section 2.2(c)(ii) 2.14 shall be payable applied to each Purchaser the remaining installments thereof as directed by the Parent Borrower and in accordance with its respective Pro Rata Share; provided that any Purchaser may decline any such prepayment (collectively, the “Declined Amount”Section 2.21(b), in which case the Declined Amount . Prepayments shall be retained by Issuer. Each prepayment of the Notes under this Section 2.2(c)(ii) shall be accompanied by made, first, to ABR Loans and, second, to Eurocurrency Loans and in each case, together with accrued interest to the date of such prepayment on the amount prepaid. Issuer shall deliver prepaid and the principal amount of Term Loans and accrued interest thereon to each Purchaser notice of each prepayment of Notes in whole or in part be paid by the applicable Borrower pursuant to this Section 2.2(c)(ii) not less than five (5) Business Days prior to the date any such prepayment shall be made (each, a “Mandatory Prepayment Date”). Such notice shall set forth (i) the Mandatory Prepayment Date, (ii) not exceed in the aggregate amount the applicable portion of Net Cash Proceeds with respect to such prepayment, and (iii) the option of each Purchaser to (x) decline its share of such prepayment or (y) accept Declined Amounts. Any Purchaser that wishes to exercise its option to decline such prepayment or to accept Declined Amounts shall notify Issuer not later than three (3) Business Days prior to the Mandatory Prepayment Date. Issuer shall not, and shall not permit any of the Subsidiaries to, use any Net Proceeds received from any Asset Sale to repay any Junior Indebtedness.

Mandatory Prepayments. (ia) If any Indebtedness shall be incurred by the principal amount Borrower or any of the Notes is accelerated its Restricted Subsidiaries (including, but not limited to, upon the occurrence of a bankruptcy or insolvency event excluding any Indebtedness permitted by Section 7.2 (including the acceleration of claims by operation of lawother than Refinancing Indebtedness)), Issuer shall immediately pay to Purchasers, payable to each Purchaser in accordance with its respective Pro Rata Share, an amount equal to the sum of: (i) the outstanding principal amount 100% of the Notes, plus (ii) accrued and unpaid interest thereon through Net Cash Proceeds thereof shall be applied within one Business Day of the date of such issuance or incurrence toward the prepayment date, plus (iii) all other Obligations that are due and payable, including Purchasers’ Expenses and interest at of the Default Rate, if applicable, with respect to any past due amountsTerm Loans as set forth in Section 2.11(d). (iia) If on any date Issuer the Borrower or any Subsidiary of its Restricted Subsidiaries shall receive have received Net Cash Proceeds of at least $10,000,000 in any fiscal year from any Asset SaleSales or Recovery Events then, Issuer shall apply an amount equal to one hundred percent (100%) of such Net Proceeds, to prepay the Notes; provided that, (1) Issuer may deliver unless a Reinvestment Notice with shall be delivered in respect to the percentage thereof, such Net Cash Proceeds shall be applied within one Business Day of such Net Proceeds date toward the prepayment of the Term Loans as set forth in the Issuer Retention column belowSection 2.11(d); provided, and shall apply an amount equal to the percentage of such Net Proceeds in the Note Repayment column below, to prepay the Notes: and (2) that notwithstanding the foregoing, on each Reinvestment Prepayment Date, Issuer shall apply an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event to prepay the Notes (together with any applicable premium). All Net Proceeds from Asset Sales shall be deposited applied toward the prepayment of the Term Loans as set forth in a Collateral Account pending repayment or reinvestment Section 2.11(d). (b) [Reserved]. (c) Partial prepayments of the Term Loans pursuant to Section 2.11 shall be applied in accordance with Section 2.17(b) first, to the terms of this Section 2.2(cnext eight installments thereof scheduled to be paid in direct order, and second, to the remaining installments on a pro rata basis (other than the repayment to be made on the Maturity Date). Amounts to be applied in connection with prepayments made The application of any prepayment pursuant to this Section 2.2(c)(ii) 2.11 shall be payable made, first, to each Purchaser in accordance with its respective Pro Rata Share; provided that any Purchaser may decline any such prepayment (collectivelyABR Loans and, the “Declined Amount”)second, in which case the Declined Amount shall be retained by Issuerto Eurodollar Loans. Each prepayment of the Notes Loans under this Section 2.2(c)(ii) 2.11 shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid. Issuer shall deliver . (d) Notwithstanding any other provisions of Section 2.11, to each Purchaser notice the extent any or all of each the Net Cash Proceeds of any Asset Sale by a Foreign Subsidiary or the Net Cash Proceeds of any Recovery Event received by a Foreign Subsidiary are prohibited or delayed by any applicable local law (including, without limitation, 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 Borrower or any applicable Domestic Subsidiary or if the Borrower has determined in good faith that repatriation of any such amount to the Borrower or any applicable Domestic Subsidiary would have material adverse tax consequences (including a material acceleration of the point in time when such earnings would otherwise be taxed) with respect to such amount, the portion of such Net Cash Proceeds so affected will not be required to be applied to prepay the Term Loans at the times provided in this Section 2.11 but may be retained by the applicable Foreign Subsidiary so long, but only so long, as the applicable local law will not permit repatriation or the passing on to or otherwise using for the benefit of the Borrower or the applicable Domestic Subsidiary, or the Borrower believes in good faith that such material adverse tax consequence would result, and once such repatriation of any of such affected Net Cash Proceeds is permitted under the applicable local law or the Borrower determines in good faith such repatriation would no longer have such material adverse tax consequences, such repatriation will be promptly effected and such repatriated Net Cash Proceeds 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 Notes in whole or in part the Term Loans pursuant to Section 2.11 (provided that no such prepayment of the Term Loans pursuant to Section 2.11 shall be required in the case of any such Net Cash Proceeds the repatriation of which the Borrower believes in good faith would result in material adverse tax consequences, if on or before the date on which such Net Cash Proceeds so retained would otherwise have been required to be applied to reinvestments or prepayments pursuant to a Reinvestment Notice, the Borrower applies an amount equal to the amount of such Net Cash Proceeds to such reinvestments or prepayments as if such Net Cash Proceeds had been received by the Borrower rather than such Foreign Subsidiary, less the amount of additional taxes that would have been payable or reserved against if such Net Cash Proceeds had been repatriated (or, if less, the Net Cash Proceeds that would be calculated if received by such Foreign Subsidiary). (e) Notwithstanding anything to the contrary contained in this Section 2.2(c)(ii2.11, if any Term Lender shall notify the Administrative Agent (i) not less than five on the date of such prepayment, with respect to any prepayment under Section 2.11(a) or (5b) or (ii) at least one Business Days Day prior to the date such of a prepayment shall be made (each, a “Mandatory Prepayment Date”). Such notice shall set forth (iunder Section 2.11(c) the Mandatory Prepayment Date, (ii) the aggregate amount of such prepayment, and (iii) the option of each Purchaser that it wishes to (x) decline its share of such prepayment or prepayment, such share (ythe “Declined Prepayment Amount”) accept Declined Amounts. Any Purchaser that wishes to exercise its option to decline such prepayment or to accept Declined Amounts shall notify Issuer not later than three (3) Business Days prior to may be retained by the Mandatory Prepayment Date. Issuer shall not, and shall not permit any of the Subsidiaries to, use any Net Proceeds received from any Asset Sale to repay any Junior IndebtednessBorrower.

Mandatory Prepayments. (ia) If any Indebtedness shall be incurred by the principal amount Borrower or any of the Notes is accelerated its Subsidiaries (including, but not limited to, upon the occurrence of a bankruptcy or insolvency event (including the acceleration of claims by operation of law)), Issuer shall immediately pay to Purchasers, payable to each Purchaser excluding any Indebtedness incurred in accordance with its respective Pro Rata ShareSection 6.2 as in effect on the date of this Agreement), then, on the date of such incurrence, the Loans shall be prepaid, and/or the Commitments shall be reduced, by an amount equal to the sum of: (i) the outstanding principal amount of such Net Cash Proceeds. The provisions of this Section do not constitute a consent to the Notes, plus (ii) accrued and unpaid interest thereon through incurrence of any Indebtedness by the prepayment date, plus (iii) all other Obligations that are due and payable, including Purchasers’ Expenses and interest at the Default Rate, if applicable, with respect to Borrower or any past due amountsof its Subsidiaries. (iib) If on any date Issuer the Borrower or any Subsidiary of its Subsidiaries shall receive Net Cash Proceeds from any Asset SaleSale or Recovery Event then, Issuer unless a Reinvestment Notice shall apply an amount equal to one hundred percent (100%) be delivered in respect thereof, on the date of receipt by the Borrower or such Subsidiary of such Net Cash Proceeds, to prepay the Notes; provided that, (1) Issuer may deliver a Reinvestment Notice with respect to Loans shall be prepaid, and/or the percentage of such Net Proceeds in the Issuer Retention column belowCommitments shall be reduced, and shall apply by an amount equal to the percentage amount of such Net Proceeds in the Note Repayment column belowCash Proceeds; provided, to prepay the Notes: and (2) that, notwithstanding the foregoing, (i) the aggregate Net Cash Proceeds of Asset Sales and Recovery Events (other than Recovery Events arising from satellite or launch failures) that may be excluded from the foregoing requirement pursuant to a Reinvestment Notice shall not exceed $5,000,000 at any one time outstanding and (ii) on each Reinvestment Prepayment DateDate the Loans shall be prepaid, Issuer and/or the Commitments shall apply be reduced, by an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event to prepay the Notes (together with any applicable premium)Event. All Net Proceeds from Asset Sales shall be deposited in a Collateral Account pending repayment or reinvestment in accordance with the terms The provisions of this Section 2.2(c). Amounts do not constitute a consent to be applied in connection the consummation of any Disposition not permitted by Section 6.5. (c) If, for any fiscal year of the Borrower commencing with prepayments made pursuant to this Section 2.2(c)(ii) the fiscal year ending December 31, 2002, there shall be payable Excess Cash Flow, then, on the relevant Excess Cash Flow Application Date, the Loans shall be prepaid, and/or the Commitments shall be reduced, by an amount equal to each Purchaser in accordance with its respective Pro Rata Share; provided that any Purchaser may decline any 50% of such Excess Cash Flow. Each such prepayment (collectively, the “Declined Amount”), in which case the Declined Amount shall be retained by Issuer. Each prepayment of the Notes under this Section 2.2(c)(ii) shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid. Issuer shall deliver to each Purchaser notice of each prepayment of Notes in whole or in part pursuant to this Section 2.2(c)(ii) not less than five (5) Business Days prior to the date such prepayment and commitment reduction shall be made on a date (each, a “Mandatory Prepayment an "Excess Cash Flow Application Date”). Such notice shall set forth ") no later than five days after the earlier of (i) the Mandatory Prepayment Datedate on which the financial statements of the Borrower referred to in Section 5.1(a), for the fiscal year with respect to which such prepayment is made, are required to be delivered to the Lenders and (ii) the aggregate amount of date such prepayment, and (iii) the option of each Purchaser to (x) decline its share of such prepayment or (y) accept Declined Amounts. Any Purchaser that wishes to exercise its option to decline such prepayment or to accept Declined Amounts shall notify Issuer not later than three (3) Business Days prior to the Mandatory Prepayment Date. Issuer shall not, and shall not permit any of the Subsidiaries to, use any Net Proceeds received from any Asset Sale to repay any Junior Indebtednessfinancial statements are actually delivered.

Mandatory Prepayments. (ia) If On each occasion that an Asset Sale Prepayment Event or Casualty Event occurs, the Borrower shall, within ten Business Days after the occurrence of such Prepayment Event (or, in the case of Deferred Net Cash Proceeds, within ten Business Days after the Deferred Net Cash Proceeds Payment Date), subject to the reinvestment rights in the definition of Net Cash Proceeds and Section 6.03(d), prepay, in accordance with clause (e) below, Loans with an equivalent principal amount equal to 100% of the Net Cash Proceeds from such Prepayment Event; provided, further, that, with respect to the Net Cash Proceeds of an Asset Sale Prepayment Event or Casualty Event, in each case solely to the extent with respect to any Collateral, the Borrower may use a portion of such Net Cash Proceeds to prepay or repurchase Indebtedness (and with such prepaid or repurchased Indebtedness permanently extinguished) with a Lien on the Collateral ranking equal with, or senior to, the Liens securing the Obligations to the extent any such Indebtedness requires the issuer of such Indebtedness to prepay or make an offer to purchase such Indebtedness with the proceeds of such Prepayment Event, in each case in an amount not to exceed the product of (x) the amount of such Net Cash Proceeds multiplied by (y) a fraction, the numerator of which is the outstanding principal amount of the Notes is accelerated (includingIndebtedness with a Lien on the Collateral ranking equal with, but not limited or senior to, upon the occurrence Liens securing the Obligations and with respect to which such a requirement to prepay or make an offer to purchase exists and the denominator of a bankruptcy which is the sum of the outstanding principal amount of such Indebtedness and the outstanding principal amount of Loans. (b) On each occasion that Indebtedness is issued or insolvency event (including the acceleration of claims by operation of law)incurred pursuant to Section 6.01(bb), Issuer the Borrower shall immediately pay to Purchaserswithin three Business Days of receipt of the Net Cash Proceeds of such Indebtedness prepay, payable to each Purchaser in accordance with its respective Pro Rata Shareclause (e) below, Loans with a principal amount equal to 100% of the Net Cash Proceeds from such issuance or incurrence of Indebtedness. (i) On an occasion that the Initial Public Offering occurs, the Borrower shall within ten Business Days of receipt of the Cash Net Equity Proceeds of such Initial Public Offering prepay, in accordance with clause (e) below, Loans with a principal amount equal to 100% of such Cash Net Equity Proceeds from such Initial Public Offering and (ii) on each occasion that an Equity Issuance Prepayment Event occurs, the Borrower shall, within ten Business Days receipt of the cash net equity proceeds of such Equity Issuance Prepayment Event prepay, in accordance with clause (e) below, Loans with a principal amount equal to 100% of such Cash Net Equity Proceeds from such issuance. (d) Notwithstanding any other provisions of this Section 2.04, (A) to the extent that any or all of the Net Cash Proceeds of any Prepayment Event giving rise to a prepayment pursuant to clause (a) above received by a Foreign Subsidiary are prohibited or delayed by any applicable law from being repatriated, an amount equal to the sum of: portion of such Net Cash Proceeds so affected will not be required to be applied to repay Loans at the times provided in clause (ia) above, as the outstanding principal case may be, but only so long, as the applicable law will not permit repatriation (the Obligors hereby agreeing to promptly take all actions reasonably required by the applicable law to permit repatriation), and once a repatriation of any of such affected Net Cash Proceeds is permitted under the applicable law, an amount equal to such Net Cash Proceeds will be promptly (and in any event not later than ten Business Days after such repatriation is permitted) applied (net of any taxes that would be payable or reserved against if such amounts were actually repatriated whether or not they are repatriated) to the repayment of the Notes, plus Loans pursuant to clause (iia) accrued above and unpaid interest thereon through (B) to the prepayment date, plus (iii) extent that the Borrower has determined in good faith that repatriation of any of or all other Obligations that are due and payable, including Purchasers’ Expenses and interest at the Default Rate, if applicable, Net Cash Proceeds would have a material adverse tax consequence with respect to such Net Cash Proceeds, an amount equal to the Net Cash Proceeds so affected may be retained by the applicable Foreign Subsidiary; provided that in the case of this clause (B), on or before the date on which any past due amounts. Net Cash Proceeds so retained would otherwise have been required to be applied to reinvestments or prepayments pursuant to clause (iia) If on any date Issuer or any Subsidiary shall receive Net Proceeds from any Asset Sale, Issuer above (x) the Borrower shall apply an amount equal to one hundred percent such Net Cash Proceeds to such reinvestments as if such Net Cash Proceeds had been received by the Obligors rather than such Foreign Subsidiary, less the amount of any taxes that would have been payable or reserved against if such Net Cash Proceeds had been repatriated (100%or, if less, the Net Cash Proceeds that would be calculated if received by such Foreign Subsidiary) or (y) such Net Cash Proceeds shall be applied to the repayment of Indebtedness. For the avoidance of doubt, nothing in this Agreement, including Section 2.04 shall be construed to require any Foreign Subsidiary to repatriate cash. (e) Subject to Section 2.04(g), each prepayment of Loans required by Section 2.04 shall be allocated pro rata among the Initial Term Loans and the New Term Loans based on the applicable remaining outstanding amount due thereunder and shall be applied within each Class of Loans in respect of such Net ProceedsLoans in direct order of maturity thereof or as otherwise directed by the Borrower. Subject to Section 2.04(g), with respect to prepay each such prepayment, the Notes; provided that,Borrower will, not later than the date specified in Section 2.04(a) for making such prepayment, give the Administrative Agent written notice which shall include a calculation of the amount of such prepayment to be applied to each Class of Loans requesting that the Administrative Agent provide notice of such prepayment to each Lender of Initial Term Loans or Lender of New Term Loans, as applicable. (1f) Issuer may deliver With respect to each prepayment of Loans required by Sections 2.04(a)-(c), the Borrower may, if applicable, designate the Types of Loans that are to be prepaid and the specific Borrowing(s) pursuant to which made; provided, that if any Lender has provided a Reinvestment Rejection Notice in compliance with Section 2.04(g), such prepayment shall be applied with respect to the Loans to be prepaid on a pro rata basis across all outstanding Types of such Loans in proportion to the percentage of such Net Proceeds outstanding Loans to be prepaid represented by each such Class. In the absence of a Rejection Notice or a designation by the Borrower as described in the Issuer Retention column belowpreceding sentence, and shall apply an amount equal the Administrative Agent shall, subject to the percentage of above, make such Net Proceeds designation in the Note Repayment column belowits reasonable discretion with a view, but no obligation, to prepay the Notes: andminimize breakage costs owing under Section 2.07. (2g) notwithstanding The Borrower shall notify the foregoing, on each Reinvestment Prepayment Date, Issuer shall apply an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event to prepay the Notes (together with Administrative Agent in writing of any applicable premium). All Net Proceeds from Asset Sales shall be deposited in a Collateral Account pending repayment or reinvestment in accordance with the terms mandatory prepayment of this Section 2.2(c). Amounts Loans required to be applied in connection with prepayments made pursuant to this Section 2.2(c)(iiSections 2.04(a)-(c) shall be payable to each Purchaser in accordance with its respective Pro Rata Share; provided that any Purchaser may decline any such prepayment (collectively, the “Declined Amount”), in which case the Declined Amount shall be retained by Issuer. Each prepayment of the Notes under this Section 2.2(c)(ii) shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid. Issuer shall deliver to each Purchaser notice of each prepayment of Notes in whole or in part pursuant to this Section 2.2(c)(ii) not less than five (5) at least three Business Days prior to the date of such prepayment. Each such notice shall specify the date of such prepayment shall and provide a reasonably detailed calculation of the amount of such prepayment. The Administrative Agent will promptly notify each Lender holding Loans of the contents of such prepayment notice and of such Lender’s pro rata share of the prepayment. Each Lender may reject all (but not less than all) of its pro rata share of any mandatory prepayment other than any such mandatory prepayment with respect to a Debt Incurrence Prepayment Event under Section 2.04(a) and Indebtedness under Section 2.04(b) (such declined amounts, the “Declined Proceeds”) of Loans required to be made pursuant to Sections 2.04(a)-(c) by providing written notice (each, a “Mandatory Prepayment DateRejection Notice”)) to the Administrative Agent no later than 5:00 p.m. (New York City time) one Business Day after the date of such Lender’s receipt of notice from the Administrative Agent regarding such prepayment. Such notice shall set forth (i) If a Lender fails to deliver a Rejection Notice to the Mandatory Prepayment DateAdministrative Agent within the time frame specified above, (ii) any such failure will be deemed an acceptance of the aggregate total amount of such prepayment, and (iii) the option mandatory prepayment of each Purchaser to (x) decline its share of such prepayment or (y) accept Declined Amounts. Any Purchaser that wishes to exercise its option to decline such prepayment or to accept Declined Amounts shall notify Issuer not later than three (3) Business Days prior to the Mandatory Prepayment Date. Issuer shall not, and shall not permit any of the Subsidiaries to, use any Net Proceeds received from any Asset Sale to repay any Junior IndebtednessLoans.

Mandatory Prepayments. (a) Upon delivery of a written notice from the Administrative Agent on behalf of the Lenders to the Borrower Representative of the occurrence of an Illegality Event and by no later than the earliest of (i) If the principal amount date required by law, (ii) three (3) days following the delivery of such written notice and (iii) the Notes is accelerated Termination Date, the Borrowers shall prepay the Obligations together with any Accrued Interest and any other costs, accrued and other fees or amounts due or payable by the Borrowers under the Loan Documents. (including, but not limited to, upon b) Following the occurrence of a bankruptcy or insolvency event (including Change of Control of any Borrower, the acceleration of claims by operation of law)), Issuer Borrowers shall immediately pay to Purchasers, payable to each Purchaser in accordance with its respective Pro Rata Share, an amount equal to prepay the sum of: (i) the aggregate outstanding principal amount of Term Loans (including, for the Notesavoidance of doubt, plus (ii) accrued any PIK Amount), together with any Accrued Interest to the date of such prepayment and unpaid interest thereon through the prepayment date, plus (iii) all other Obligations that are then due and payable, including Purchasers’ Expenses and interest at the Default Rate, if applicable, with respect to any past due amountsowing. (iic) If Following the receipt by (or on behalf of) any date Issuer or any Subsidiary shall receive Borrower of Net Proceeds from any Asset Saleof an Issuer Distribution, Issuer such Borrower shall apply an amount equal to one hundred percent (100%) of such Net Proceeds, to prepay the Notes; provided that, Term Loans (1including, for the avoidance of doubt, any PIK Amount) Issuer may deliver a Reinvestment Notice with respect to the percentage of such Net Proceeds in the Issuer Retention column below, and shall apply an amount equal to the percentage of such Net Proceeds in the Note Repayment column below, to prepay the Notes: and (2) notwithstanding the foregoing, on each Reinvestment Prepayment Date, Issuer shall apply an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event to prepay the Notes (together with any applicable premium). All Net Proceeds from Asset Sales shall be deposited in a Collateral Account pending repayment or reinvestment in accordance with the terms of this Section 2.2(c). Amounts to be applied in connection with prepayments made pursuant to this Section 2.2(c)(ii) shall be payable to each Purchaser in accordance with its respective Pro Rata Share; provided that any Purchaser may decline any such prepayment (collectively, the “Declined Amount”), in which case the Declined Amount shall be retained by Issuer. Each prepayment of the Notes under this Section 2.2(c)(ii) shall be accompanied by accrued interest Accrued Interest to the date of such prepayment on the amount prepaidso prepaid in an aggregate amount equal to such Net Proceeds; provided, no prepayment shall be required pursuant to this clause (c) to the extent the Borrower LTV Test would be met on a pro forma basis immediately after giving effect to such Issuer Distribution and any payment hereunder (the “Distribution Condition”). Notwithstanding anything herein to the contrary, any Borrower shall be permitted to pay or make, directly or indirectly, any restricted payment or other distribution in an amount equal to all or a portion of the proceeds of any Issuer Distribution, or use such amount for any purpose not otherwise prohibited hereunder, to the extent no prepayment is required in such amount pursuant to the Distribution Condition. (d) Following the occurrence of a Permitted Preferred Interest Transfer, the Borrowers shall deliver after receipt of any proceeds in connection with such Permitted Preferred Interest Transfer, prepay the Term Loans (including, for the avoidance of doubt, any PIK Amount) together with any Accrued Interest to each Purchaser notice the date of each such prepayment on the amount so prepaid in an aggregate amount equal to the Net Proceeds received therefrom. (e) Following the occurrence of a Bankruptcy Event with respect to the Issuer, the Borrowers shall prepay the aggregate outstanding principal amount of Term Loans (including, for the avoidance of doubt, any PIK Amount), together with any Accrued Interest to the date of such prepayment, and all other Obligations then due and owing. (f) If at any time the removal of an AIV Guarantor (as defined in the CDR Guarantee) from the CDR Guarantee would cause the Designated Amount to exceed the LTV Trigger, the Borrowers shall, prior to or concurrently with such removal, prepay the Term Loans (including, for the avoidance of doubt, any PIK Amount) together with any Accrued Interest to the date of such prepayment on the amount so prepaid in an amount equal to such excess. (g) Any mandatory prepayment of Notes in whole or in part the Term Loans pursuant to this Section 2.2(c)(ii) not less than shall be made on or prior to the date that is five (5) Business Days prior (or such later date that is agreed to by the Administrative Agent, but in any event not to exceed ten (10) Business Days) following the date on which the applicable event or receipt of the applicable Net Proceeds occurs plus, if during such period the Borrower Representative delivers to the date such prepayment Administrative Agent a Capital Call Confirmation Package, fifteen (15) Business Days. (h) Any prepayments made by the Borrowers pursuant to this Section shall be made (eachapplied as follows: first, a “Mandatory Prepayment Date”). Such notice to the Administrative Agent’s and Collateral 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 then due and payable pursuant to any of the Loan Documents, pro rata to the Lenders 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; and fourth, to the principal balance of the Term Loans as the Borrowers shall set forth (i) direct, until the Mandatory Prepayment Datesame shall have been paid in full, (ii) pro rata to the Lenders based on their respective aggregate amount of such prepayment, and (iii) the option of each Purchaser to (x) decline its share of such prepayment or (y) accept Declined Amounts. Any Purchaser that wishes to exercise its option to decline such prepayment or to accept Declined Amounts shall notify Issuer not later than three (3) Business Days prior to the Mandatory Prepayment Date. Issuer shall not, and shall not permit any of the Subsidiaries to, use any Net Proceeds received from any Asset Sale to repay any Junior Indebtednessoutstanding Term Loans.

Mandatory Prepayments. (ia) If Unless the principal amount of the Notes is accelerated (including, but not limited to, upon the occurrence of a bankruptcy or insolvency event (including the acceleration of claims by operation of law)), Issuer Required Lenders shall immediately pay to Purchasers, payable to each Purchaser in accordance with its respective Pro Rata Share, an amount equal to the sum of: (i) the outstanding principal amount of the Notes, plus (ii) accrued and unpaid interest thereon through the prepayment date, plus (iii) all other Obligations that are due and payable, including Purchasers’ Expenses and interest at the Default Rateotherwise agree, if applicable, with respect to any past due amounts. (ii) If on any date Issuer the Borrower or any Subsidiary of its Subsidiaries shall receive Net Cash Proceeds from any Asset SaleSale and the ratio of Consolidated Total Debt to Annualized Borrower EBITDA, Issuer shall apply an calculated on a pro forma basis after giving effect to such Asset Sale and assuming that the aggregate amount of the then outstanding Revolving Credit Loans equal the amount of the aggregate Revolving Credit Commitments at such time, would exceed 5.50 to one hundred percent (100%) of such Net Proceeds1.00, to prepay the Notes; provided that, (1) Issuer may deliver then, unless a Reinvestment Notice with shall be delivered in respect thereof, such Net Cash Proceeds shall be applied on or prior to the percentage of 10th day after such Net Proceeds in the Issuer Retention column below, and shall apply an amount equal date to the percentage prepayment of such Net Proceeds the Term Loans and the permanent reduction of the Revolving Credit Commitments in the Note Repayment column belowaccordance with Sections 2.7(d) and 2.13); provided, to prepay the Notes: and (2) that, notwithstanding the foregoing, on each Reinvestment Prepayment Date, Issuer shall apply an amount equal to the Reinvestment Prepayment or Commitment Reduction Amount with respect to the relevant Reinvestment Event to prepay the Notes (together with any applicable premium). All Net Proceeds from Asset Sales shall be deposited in a Collateral Account pending repayment or reinvestment applied to the prepayment of Term Loans, and the permanent reduction of the Revolving Credit Commitments in accordance with Sections 2.7(d) and 2.13. (b) Unless the terms Required Lenders shall otherwise agree, if on any date the Borrower or any of this 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 Revolving Credit Loans and 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 or Commitment Reduction Amount with respect to the relevant Reinvestment Event shall be applied to the prepayment of the Revolving Credit Loans and the Term Loans in accordance with Sections 2.7(d) and 2.13. (c) 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 Additional Securitization Arrangements) (excluding any Indebtedness incurred in accordance with Section 2.2(c7.2), an amount equal to 100% of the Net Cash Proceeds thereof not otherwise applied in accordance with Section (a)(i) shall be applied on the date of such incurrence to the prepayment of the Revolving Credit Loans and the Term Loans, in accordance with Sections 2.7(d) and 2.13. (d) Amounts to be applied in connection with Term Loan prepayments and Revolving Credit Commitment reductions made pursuant to Section 2.7(a) shall be applied ratably to the prepayment of the Term Loans and the reduction of the Revolving Credit Commitments, in each case, based on the then outstanding Term Loans and the then Total Revolving Credit Commitments. Amounts to be applied in connection with Term Loan and Revolving Credit Loan prepayments made pursuant to this Section 2.2(c)(ii2.7(b) and 2.7(c) shall be payable applied ratably to the prepayment of the Term Loans and the Revolving Credit Loans (without any corresponding reduction of the Revolving Credit Commitments), in each Purchaser in accordance with its respective Pro Rata Sharecase, based on the then outstanding Revolving Credit Loans and 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. Amounts required by Section 2.7(a) to be applied to the permanent reduction of the Revolving Credit Commitments shall be accompanied by prepayment of the Revolving Credit Loans to the extent, if any, that the Total Revolving Extensions of Credit exceed the amount of the Total Revolving Credit Commitments as so reduced; provided that any Purchaser may decline any if the aggregate principal amount of Revolving Credit Loans then outstanding is less than the amount of such prepayment excess (collectivelybecause L/C Obligations constitute a portion thereof), the “Declined Amount”)Borrower shall, to the extent of the balance of such excess, replace outstanding Letters of Credit and/or deposit an amount in which case cash in a cash collateral account established with the Declined Amount shall be retained by IssuerAdministrative Agent for the benefit of the Lenders on terms and conditions satisfactory to the Administrative Agent. Each prepayment of Term Loans and Revolving Credit Loans under Section 2.7 (except in the Notes under this Section 2.2(c)(iicase of Base Rate Loans) shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid. Issuer shall deliver to each Purchaser notice of each prepayment of Notes in whole or in part pursuant to this Section 2.2(c)(ii) not 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 such prepayment, and (iii) the option of each Purchaser to (x) decline its share of such prepayment or (y) accept Declined Amounts. Any Purchaser that wishes to exercise its option to decline such prepayment or to accept Declined Amounts shall notify Issuer not later than three (3) Business Days prior to the Mandatory Prepayment Date. Issuer shall not, and shall not permit any of the Subsidiaries to, use any Net Proceeds received from any Asset Sale to repay any Junior Indebtedness.

Mandatory Prepayments. (ia) If Upon receipt by the principal amount Borrower or any of its Subsidiaries of Net Cash Proceeds arising from an Asset Sale or Property Loss Event, the Notes is accelerated (including, but not limited to, upon the occurrence of a bankruptcy or insolvency event (including the acceleration of claims by operation of law)), Issuer Borrower shall immediately pay to Purchasers, payable to each Purchaser prepay the Loans (or provide cash collateral in accordance with its respective Pro Rata Share, respect of Letters of Credit) in an amount equal to the sum of: 100% of such Net Cash Proceeds; provided, however, that no such prepayment shall be required pursuant to this clause (ia) the outstanding principal amount of the Notes, plus (ii) accrued and unpaid interest thereon through the prepayment date, plus (iii) all other Obligations that are due and payable, including Purchasers’ Expenses and interest at the Default Rate, if applicable, with respect to any past due amounts. Asset Sale (iior series of related Asset Sales) If on for Fair Market Value resulting in gross proceeds of less than $100,000. Any such mandatory prepayment shall be applied in accordance with clause (c) below; provided, however, that, in the case of any date Issuer or any Subsidiary Net Cash Proceeds arising from a Reinvestment Event, the Borrower shall receive immediately upon receipt of such Net Proceeds from any Asset SaleCash Proceeds, Issuer shall apply at the Borrower's option, deposit an amount equal to one hundred percent (100%) % of such Net Proceeds, to Cash Proceeds in a Cash Collateral Account or prepay the Notes; Loans (or provide cash collateral in respect of Letters of Credit), which prepayment shall be applied as provided that, in clause (1c) Issuer may deliver a Reinvestment Notice with respect to the percentage of such Net Proceeds in the Issuer Retention column below, and shall apply in an amount equal to the percentage 100% of such Net Cash Proceeds. (b) Upon receipt by the Borrower or any of its Subsidiaries of Net Cash Proceeds in arising from a Debt Issuance, the Note Repayment column below, to Borrower shall immediately prepay the Notes: and Loans (2or provide cash collateral in respect of Letters of Credit) notwithstanding the foregoing, on each Reinvestment Prepayment Date, Issuer shall apply in an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event to prepay the Notes (together with any applicable premium)100% of such Net Cash Proceeds. All Net Proceeds from Asset Sales Any such mandatory prepayment shall be deposited in a Collateral Account pending repayment or reinvestment applied in accordance with clause (c) below. (c) Subject to the terms provisions of this Section 2.2(c2.13(g) (Payments and Computations). Amounts , any prepayments made by the Borrower required to be applied in connection accordance with this clause (c) shall be applied as follows: first, other than in respect of prepayments made with the Net Cash Proceeds of a Reinvestment Event, to repay the outstanding principal balance of the Swing Loans until such Swing Loans shall have been repaid in full; second, to repay the outstanding principal balance of the Revolving Loans until such Revolving Loans shall have been paid in full; and then, if an Event of Default shall have occurred and be continuing, to provide cash collateral for any Letter of Credit Obligations in an amount equal to 105% of such Letter of Credit Obligations in the manner set forth in Section 9.3 (Actions in Respect of Letters of Credit) until all such Letter of Credit Obligations have been fully cash collateralized in the manner set forth therein. All repayments of Revolving Loans and Swing Loans required to be made pursuant to this Section 2.2(c)(iiclause (c) shall be payable not result in a permanent reduction of the Revolving Credit Commitments. (d) If at any time, the aggregate principal amount of Revolving Credit Outstandings exceeds the aggregate Revolving Credit Commitments at such time, the Borrower shall forthwith prepay the Swing Loans first and then the Revolving Loans then outstanding in an amount equal to each Purchaser in accordance with its respective Pro Rata Share; provided that any Purchaser may decline such excess. If any such prepayment (collectivelyexcess remains after repayment in full of the aggregate outstanding Swing Loans and Revolving Loans, the “Declined Amount”), Borrower shall provide cash collateral for the Letter of Credit Obligations in which case the Declined Amount shall be retained by Issuer. Each prepayment manner set forth in Section 9.3 (Actions in Respect of the Notes under this Section 2.2(c)(iiLetters of Credit) shall be accompanied by accrued interest in an amount equal to the date 105% of such prepayment on the amount prepaid. Issuer shall deliver to each Purchaser notice of each prepayment of Notes in whole or in part pursuant to this Section 2.2(c)(ii) not 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 such prepayment, and (iii) the option of each Purchaser to (x) decline its share of such prepayment or (y) accept Declined Amounts. Any Purchaser that wishes to exercise its option to decline such prepayment or to accept Declined Amounts shall notify Issuer not later than three (3) Business Days prior to the Mandatory Prepayment Date. Issuer shall not, and shall not permit any of the Subsidiaries to, use any Net Proceeds received from any Asset Sale to repay any Junior Indebtednessexcess.

Mandatory Prepayments. (ia) If the principal amount of the Notes is accelerated (including, but not limited to, upon the occurrence of a bankruptcy or insolvency event (including the acceleration of claims by operation of law)), Issuer shall immediately pay to Purchasers, payable to each Purchaser in accordance with its respective Pro Rata Share, an amount equal to the sum of: (i) at any time the outstanding principal amount of the NotesMortgage Loan is prepaid in full and the obligation of the Mortgagee to advance Mortgage Loans thereunder shall terminate, plus (ii) accrued and unpaid interest thereon through whether voluntarily or involuntarily or as the prepayment dateresult of an acceleration of the maturity date thereof, plus (iii) all other Obligations that are proceeds from any repayment or refinance thereof in excess of the amounts due and payablepayable under the Mortgage Loan Documents shall be paid to Agent for the account of the Banks as a prepayment of the Loans; provided that Borrower shall not permit Property Owner to refinance the Mortgage Loans unless the holder of such new loan shall enter into an intercreditor agreement with Agent and the Banks in the form of the intercreditor agreement entered into of even date herewith between Agent and BKB as agent for the Mortgagee. For the purposes hereof, including Purchasers’ Expenses and interest at without limiting the Default Rategenerality of the foregoing, if applicable, with respect the Mortgage Loan shall be deemed to any past due amountshave been prepaid in the event that a Mortgage or the Mortgages are assigned by the holder thereof to a new holder for the purpose of facilitating a refinance of the indebtedness secured thereby. (iib) If on any date Issuer In the event that the Borrower shall prepay in whole or any Subsidiary in part the outstanding amount of the Mortgage Loans and the obligation of the Mortgagee to advance Mortgage Loans thereunder shall receive Net Proceeds from any Asset Salenot have terminated, Issuer then the Borrower shall apply pay to the Agent for the account of the Banks as a prepayment of the Loans an amount such that the principal amount of the Loans shall be reduced in the same proportion as the Mortgage Loans are reduced as a result of the corresponding prepayment thereof. By way of example, if ten percent (10%) of the outstanding principal balance of the Mortgage Loans is prepaid, then the Borrower shall prepay the Loans in an amount equal to one hundred ten percent (10010%) of such Net Proceedsthe outstanding principal balance thereof. The provisions of this Section 3.2(b) shall not apply to a prepayment in full of the Mortgage Loan and the termination of the Mortgage Loan Documents, to prepay the Notes; provided that,which prepayment shall be governed by Section 3.2(a). (1c) Issuer Except with the prior written approval of the Majority Banks, which approval may deliver a Reinvestment Notice with respect to the percentage of such Net Proceeds be withheld in the Issuer Retention column belowsole 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 shall apply an amount equal to without limiting the percentage generality of such Net Proceeds in the Note Repayment column below, to prepay the Notes: and (2) notwithstanding the foregoing, on each Reinvestment Prepayment Date, Issuer shall apply an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event to prepay the Notes (together with any applicable premium). All Net Proceeds from Asset Sales Mezzanine Mortgage Loan shall be deposited deemed to have been prepaid in the event that (i) a Collateral Account pending repayment Nomura Mortgage or reinvestment 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) WASH defeases the Mezzanine Mortgage Loan as permitted by Section 2.3.3 of the Mezzanine Mortgage Loan Agreement. (d) If at any 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 WASH, 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 2.2(c). Amounts 7.21(a) with respect to be applied the replacement of fixtures, equipment, machinery and other personal property by WASH in connection with prepayments made pursuant to this Section 2.2(c)(ii) shall be payable to each Purchaser in accordance with its respective Pro Rata Share; provided that any Purchaser may decline any such prepayment (collectively, the “Declined Amount”), in which case the Declined Amount shall be retained by Issuer. Each prepayment operation of the Notes under this Section 2.2(c)(ii) shall be accompanied by accrued interest to Mezzanine Property in the date ordinary course of such prepayment on the amount prepaid. Issuer shall deliver to each Purchaser notice of each prepayment of Notes in whole or in part pursuant to this Section 2.2(c)(ii) not 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 Datebusiness, (ii) any assets or properties of the aggregate amount Property Owner, except for the Mortgage Loan and releases of such prepaymentthe Mortgaged Property in accordance with the terms of this Agreement, and except as provided in Section 7.21(a) with respect to the replacement of fixtures, equipment, machinery and other personal property by the Property Owner in connection with the operation of the Mortgaged Property in the ordinary course of business, (iii) the option of each Purchaser to (x) decline its share of such prepayment or (y) accept Declined Amounts. Any Purchaser that wishes to exercise its option to decline such prepayment or to accept Declined Amounts shall notify Issuer not later than three (3) Business Days prior to the Mandatory Prepayment Date. Issuer shall not, and shall not permit any of the Subsidiaries toCollateral or the Mezzanine Collateral except as provided in this Agreement, use (iv) any Net Proceeds received from other assets or properties of WASH Manager or ▇▇▇▇▇ Avenue Holdings, (v) any Asset Sale to repay direct or indirect interest of Borrower in the Property Owner or either Property Owner, WASH Manager or ▇▇▇▇▇ Avenue Holdings in WASH, (vi) any Junior Indebtednessdirect or indirect interest of ▇▇▇▇▇ Avenue Holdings in WASH Manager, or (vii) any direct or indirect interest of Property Owner in ▇▇▇▇▇ Avenue Holdings, 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.

Mandatory Prepayments. (ia) If On the principal amount next occurring Payment Date following the date on which Lender actually receives any Net Proceeds, if Lender is not obligated to make such Net Proceeds available to Borrower for the Restoration of the Notes is accelerated (includingProperty or otherwise remit such Net Proceeds to Borrower pursuant to Section 6.4 hereof, but not limited to, upon the occurrence Borrower shall prepay or authorize Lender to apply Net Proceeds as a prepayment of all or a bankruptcy or insolvency event (including the acceleration portion of claims by operation of law)), Issuer shall immediately pay to Purchasers, payable to each Purchaser in accordance with its respective Pro Rata Share, an amount equal to the sum of: (i) the outstanding principal amount balance of the Notes, plus (ii) Loan together with accrued interest and unpaid interest thereon through the prepayment date, plus (iii) all any other Obligations that are sums due and payable, including Purchasers’ Expenses and interest at the Default Rate, if applicable, with respect to any past due amounts. (ii) If on any date Issuer or any Subsidiary shall receive Net Proceeds from any Asset Sale, Issuer shall apply hereunder in an amount equal to one hundred percent (100%) of such Net Proceeds; provided, however, if an Event of Default has occurred and is continuing, Lender may apply such Net Proceeds to the Debt (until paid in full) in any order or priority in its sole discretion. Other than during the continuance of an Event of Default, no Yield Maintenance Premium shall be due in connection with any prepayment made pursuant to this Section 2.4.2(a). (b) In the event there is a Condemnation and Academy presents an offer to purchase the Property pursuant to Section 12(c) of the Academy Lease and Borrower accepts Academy’s offer to purchase, Borrower shall have the right to prepay the Notes; provided that, outstanding principal balance of the Note (1a “Condemnation Prepayment”) Issuer may deliver a Reinvestment Notice in accordance with respect this Section 2.4.2(b) hereof upon satisfaction of the following conditions: Borrower shall provide Lender with thirty (30) days written notice of Borrower’s intention to pay the Note in full. Notwithstanding anything in Section 6.3 to the percentage contrary, Borrower shall have no obligation to commence Restoration of such Net Proceeds the Property upon delivery of the written notice set forth in the Issuer Retention column belowpreceding sentence (unless Borrower subsequently shall fail to pay all amounts due under this Section 2.4.2(b)). On the date on which Borrower tenders a Condemnation Prepayment, such tender shall include (a) all accrued and unpaid interest and the principal indebtedness being prepaid, including interest on the outstanding principal amount of the Note through the last day of the month within which such tender occurs, and shall apply (b) any other sums due hereunder relating to the applicable Note, including an amount equal to the percentage Yield Maintenance Premium attributable to the Condemnation Prepayment, provided, however, so long as no Event of such Net Proceeds in Default shall exist on the Note Repayment column belowdate of the Condemnation Prepayment, (i) no Yield Maintenance Premium shall be due with respect to prepay that portion of the Notes: and (2) notwithstanding the foregoing, on each Reinvestment Condemnation Prepayment Date, Issuer shall apply an amount equal to the Reinvestment Prepayment Amount with respect to amount of the relevant Reinvestment Event to prepay Award, and (ii) if the Notes (together with any applicable premium). All Net Proceeds from Asset Sales Award shall be deposited in a Collateral Account pending repayment equal to or reinvestment in accordance with the terms of this Section 2.2(cgreater than FORTY ONE MILLION and 00/100 Dollars ($41,000,000.00). Amounts to , no Yield Maintenance Premium shall be applied due in connection with prepayments made pursuant to this Section 2.2(c)(ii) shall be payable to each Purchaser in accordance with its respective Pro Rata Share; provided that any Purchaser may decline any such prepayment (collectively, the “Declined Amount”), in which case the Declined Amount shall be retained by Issuer. Each prepayment portion of the Notes under this Section 2.2(c)(ii) shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid. Issuer shall deliver to each Purchaser notice of each prepayment of Notes in whole or in part pursuant to this Section 2.2(c)(ii) not 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 such prepayment, and (iii) the option of each Purchaser to (x) decline its share of such prepayment or (y) accept Declined Amounts. Any Purchaser that wishes to exercise its option to decline such prepayment or to accept Declined Amounts shall notify Issuer not later than three (3) Business Days prior to the Mandatory Prepayment Date. Issuer shall not, and shall not permit any of the Subsidiaries to, use any Net Proceeds received from any Asset Sale to repay any Junior IndebtednessCondemnation Prepayment.

Mandatory Prepayments. (a) The Owner shall prepay the Loans in respect of any Aircraft in full in accordance with paragraph (d) below following (i) If an Event of Loss with respect to such Aircraft or (ii) a Disposition in respect of such Aircraft (other than a Disposition occurring in connection with a prepayment made in respect of such Aircraft in accordance with Section 2.5(a)). (b) The Owner shall prepay the principal amount of the Notes is accelerated Loans in full in accordance with paragraph (including, but not limited to, upon d) below following the occurrence of a bankruptcy or insolvency event Sub-Loan Remedy Event (including which has been notified to the acceleration Lender, provided that such notice shall not be required if such Sub-Loan Remedy Event is a Bankruptcy Event). (c) On each Payment Date the Lender shall prepay the Loans in respect of claims by operation of law)), Issuer shall immediately pay to Purchasers, payable to each Purchaser Aircraft in accordance with its respective Pro Rata Share, paragraph (d) below in an amount equal to the sum of: (i) the outstanding principal amount Supplemental Principal Amount, if any, for such Aircraft as of the Notes, plus (ii) accrued and unpaid interest thereon through the prepayment date, plus (iii) all other Obligations that are due and payable, including Purchasers’ Expenses and interest at the Default Rate, if applicable, with respect to any past due amountsimmediately preceding Payment Date. (iid) If Any prepayment required by the preceding paragraph 2.6(a)(i) shall be due and payable on any earlier of (x) the date Issuer or any Subsidiary shall receive Net of receipt of the related Casualty Proceeds from any Asset Sale, Issuer shall apply an amount equal to one hundred percent and (100%y) ninety (90) days after the occurrence of such Net Proceeds, to prepay the Notes; provided that, (1) Issuer may deliver a Reinvestment Notice with respect to the percentage Event of such Net Proceeds in the Issuer Retention column belowLoss, and shall apply an amount equal be applied to the percentage of such Net Proceeds in the Note Repayment column below, to prepay the Notes: and (2) notwithstanding the foregoing, on each Reinvestment Prepayment Date, Issuer shall apply an amount equal to the Reinvestment Prepayment Amount with respect Loans allocated to the relevant Reinvestment Aircraft. Any prepayment required by the preceding paragraph (a)(ii) shall be due and payable on the date of the Disposition, and shall be applied to the Loans allocated to the relevant Aircraft. Any prepayment required by the preceding paragraph (b) shall be due and payable on the date of the applicable notice of a Sub-Loan Remedy Event to prepay (or, if such Sub-Loan Remedy Event is a Bankruptcy Event, on the Notes (together with any applicable premiumdate such Bankruptcy Event occurred). All Net Proceeds from Asset Sales Any prepayment required by the preceding paragraph (c) shall be deposited in applied to the Loans allocated to each affected Aircraft (and to both Tranches of such Loans on a Collateral Account pending repayment or reinvestment pro rata basis based on the then outstanding principal amounts thereof), ratably in accordance with the terms Supplemental Principal Amounts due for each such Aircraft, and applied to the remaining principal installments of such Loans in inverse order of maturity. Any prepayment of principal on the Loans required by this Section 2.2(c). Amounts to be applied in connection with prepayments made pursuant to this Section 2.2(c)(ii) shall be payable to each Purchaser in accordance with its respective Pro Rata Share; provided that any Purchaser may decline any such prepayment (collectively, the “Declined Amount”), in which case the Declined Amount shall be retained by Issuer. Each prepayment of the Notes under this Section 2.2(c)(ii) 2.6 shall be accompanied by accrued interest to on the amount prepaid through the date of such prepayment, together with all other Obligations then due and owing (including, solely in the case of a prepayment on under Section 2.6(a)(ii) the amount prepaid. Issuer shall deliver to each Purchaser notice applicable Prepayment Fee, if any). (e) In the case of each a prepayment of Notes in whole or in part pursuant to as contemplated by this Section 2.2(c)(ii) not less than five (5) Business Days prior to the date 2.6, such prepayment shall be made (eachdue and payable forthwith, a “Mandatory Prepayment Date”). Such without presentment, demand, protest or other notice shall set forth (i) the Mandatory Prepayment Dateof any kind, (ii) the aggregate amount all of such prepayment, and (iii) the option of each Purchaser to (x) decline its share of such prepayment or (y) accept Declined Amounts. Any Purchaser that wishes to exercise its option to decline such prepayment or to accept Declined Amounts shall notify Issuer not later than three (3) Business Days prior to the Mandatory Prepayment Date. Issuer shall not, and shall not permit any of the Subsidiaries to, use any Net Proceeds received from any Asset Sale to repay any Junior Indebtednesswhich are hereby waived.

Mandatory Prepayments. (ia) If the principal amount on any date, any Group Member shall receive proceeds of the Notes is accelerated (including, but not limited to, upon the occurrence of a bankruptcy or insolvency event (including the acceleration of claims by operation of law)), Issuer shall immediately pay to Purchasers, payable to each Purchaser in accordance with its respective Pro Rata ShareCurative Equity, an amount equal to 100% of such proceeds shall be applied within (1) Business Day of such receipt toward the sum of: (i) the outstanding principal amount prepayment of the Notes, plus Term Loans and other amounts as set forth in Section 2.12(e) (ii) accrued it being understood and unpaid interest thereon through the agreed that no prior notice of such prepayment date, plus (iii) all other Obligations that are due and payable, including Purchasers’ Expenses and interest at the Default Rate, if applicable, with respect to any past due amountsshall be required). (iib) If any Indebtedness shall be incurred by any Group Member (excluding any Indebtedness incurred in accordance with 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 and other amounts as set forth in Section 2.12(e). (c) If on any date Issuer or any Subsidiary Group Member shall receive Net Cash Proceeds from any Asset SaleSale or Recovery Event then, Issuer shall apply an amount equal to one hundred percent (100%) of such Net Proceeds, to prepay the Notes; provided that, (1) Issuer may deliver unless a Reinvestment Notice with shall be delivered in respect to the percentage thereof, such Net Cash Proceeds shall be applied within five (5) Business Days of such Net Proceeds date toward the prepayment of the Loans and other amounts as set forth in the Issuer Retention column below, and shall apply an amount equal to the percentage of such Net Proceeds in the Note Repayment column below, to prepay the Notes: and (2) notwithstanding the foregoing, Section 2.12(e); provided that on each Reinvestment Prepayment Date, Issuer shall apply an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event to prepay the Notes (together with any applicable premium). All Net Proceeds from Asset Sales shall be deposited applied toward the prepayment of the Loans and other amounts as set forth in a Collateral Account pending repayment or reinvestment in accordance with the terms of this Section 2.2(c2.12(e). . (d) [reserved]. (e) Amounts to be applied in connection with prepayments made pursuant to this Section 2.2(c)(ii) 2.12 shall be payable applied to each Purchaser the prepayment of installments due in respect of the Term Loans on a pro rata basis and in accordance with its respective Pro Rata Share; Sections 2.3 and 2.18(b) (provided that any Purchaser 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 may be retained by Issuerthe Borrower. Each prepayment of the Notes Loans under this Section 2.2(c)(ii) 2.12 shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid. Issuer The Borrower shall deliver to the Administrative Agent and each Purchaser Term Lender notice of each prepayment of Notes Term Loans in whole or in part pursuant to this Section 2.2(c)(ii) 2.12 not less than five three (53) Business Days (or such later time approved by the Administrative Agent) 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 such prepayment, prepayment and (iii) the option options of each Purchaser Term Lender to (x) decline or accept its pro rata share of such prepayment or (y) accept Declined Amountsprepayment. Any Purchaser Term Lender that wishes to exercise its option to decline such prepayment or to accept Declined Amounts shall notify Issuer the Administrative Agent by facsimile not later than three two (32) Business Days prior to the Mandatory Prepayment Date. Issuer . (f) No prepayment fee shall not, and shall not permit be payable in respect of any of the Subsidiaries to, use any Net Proceeds received from any Asset Sale mandatory prepayments made pursuant to repay any Junior Indebtednessthis Section 2.12.

Mandatory Prepayments. (i) If The Borrower shall make the principal amount of the Notes is accelerated (including, but not limited to, upon the occurrence of a bankruptcy or insolvency event (including the acceleration of claims by operation of law)), Issuer shall immediately pay to Purchasers, payable to each Purchaser in accordance with its respective Pro Rata Share, an amount equal to the sum of: (i) the outstanding principal amount of the Notes, plus (ii) accrued and unpaid interest thereon through the prepayment date, plus (iii) all other Obligations that are due and payable, including Purchasers’ Expenses and interest at the Default Rate, if applicable, with respect to any past due amounts. (ii) If on any date Issuer or any Subsidiary shall receive Net Proceeds from any Asset Sale, Issuer shall apply an amount equal to one hundred percent (100%) of such Net Proceeds, to prepay the Notes; provided that, (1) Issuer may deliver a Reinvestment Notice with respect to the percentage of such Net Proceeds in the Issuer Retention column below, and shall apply an amount equal to the percentage of such Net Proceeds in the Note Repayment column below, to prepay the Notes: and (2) notwithstanding the foregoing, on each Reinvestment Prepayment Date, Issuer shall apply an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event to prepay the Notes (together with any applicable premium). All Net Proceeds from Asset Sales shall be deposited in a Collateral Account pending repayment or reinvestment in accordance with the terms of this Section 2.2(c). Amounts to be applied in connection with following mandatory prepayments made pursuant to this Section 2.2(c)(ii) shall be payable to each Purchaser in accordance with its respective Pro Rata Share; provided that any Purchaser may decline any such prepayment (collectively, the “Declined Amount”), in which case the Declined Amount shall be retained by Issuer. Each prepayment of the Notes under this Section 2.2(c)(ii) shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid. Issuer shall deliver to each Purchaser notice of each prepayment of Notes in whole or in part pursuant to this Section 2.2(c)(ii) not less than five (5) Business Days prior to the date such prepayment shall be made (each, a “Mandatory Prepayment DatePrepayment”). Such notice shall set forth ): (i) In the Mandatory Prepayment Dateevent of any termination of all of the DSR Loan Commitments in accordance with this Agreement (including pursuant to Section 2.5.3(b)), the Borrower shall, on the date of such termination, repay or prepay all its outstanding DSR Loans and LC Loans and terminate any outstanding Letter of Credit and/or Cash Collateralize any outstanding Letter of Credit in the amount equal to 102.5% of the LC Exposure thereunder. If as a result of any partial reduction of the DSR Loan Commitments, the Total DSR Exposure would exceed the Total DSR Loan Commitments, or the total aggregate DSR LC Exposure of the LC Issuers would exceed the Total LC Issuer Commitment, after giving effect thereto, then the Borrower shall, on the date of such reduction, repay or prepay DSR Loans and/or LC Loans and/or Cash Collateralize the Letters of Credit in an amount equal to 102.5% of the amount of such excess; provided that any amount provided to Cash Collateralize the Letters of Credit under this clause (i) shall be returned to the Borrower as and to the extent that, after giving effect to such return, the Borrower would remain in compliance with this clause (i), and no Event of Default shall have occurred and be continuing; (ii) On each Principal Repayment Date (as defined in the Depositary Agreement) in accordance with Section 3.3(b)(v) and 3.3(b)(vii) of the Depositary Agreement; (iii) As, when, and to the extent contemplated in accordance with Section 3.9(b)(ii), 3.9(b)(iv), 3.9(c)(ii), 3.11(b)(i) and 3.12(b)(ii) of the Depositary Agreement; (iv) On the Term Conversion Date, in accordance with Section 3.1(b)(ii)(F) of the Depositary Agreement; (v) Upon the receipt of any proceeds from the issuance of any Indebtedness by the Borrower that is not permitted hereunder pursuant to Section 6.1 in the amount of any such proceeds; and (vi) Pursuant to Section 7.5, upon at least one (1) Business Day’s prior written notice to the Administrative Agent, to the extent the Base Case Model Re-run performed after the occurrence of the applicable Default or comparable triggering event results in the maximum aggregate amount of such prepaymentTerm Loans that meets the Debt Service Sizing Parameters being less than the then outstanding Term Loans, and (iii) in an amount necessary so as to achieve compliance with the option of each Purchaser Debt Service Sizing Parameters, to (x) decline its share of such prepayment or (y) accept Declined Amounts. Any Purchaser that wishes to exercise its option to decline such prepayment or to accept Declined Amounts shall notify Issuer not later than three (3) Business Days prior be applied to the Mandatory Prepayment Date. Issuer shall not, and shall not permit any outstanding principal balance of the Subsidiaries to, use any Net Proceeds received from any Asset Sale to repay any Junior IndebtednessLoans pro rata based on remaining scheduled principal payments.

Mandatory Prepayments. (ia) If Unless the principal amount Required Lenders shall otherwise agree, if any Indebtedness shall be incurred by Holdings, the Borrower or any of the Notes is accelerated its Restricted Subsidiaries (including, but not limited to, upon the occurrence of a bankruptcy or insolvency event (including the acceleration of claims by operation of law)), Issuer shall immediately pay to Purchasers, payable to each Purchaser excluding any Indebtedness incurred in accordance with its respective Pro Rata ShareSection 7.2 as in effect on the date of this Agreement), then on the date of such incurrence, the Revolving Credit Loans shall be prepaid (without any automatic reduction of Revolving Credit Commitments), by an amount equal to the sum of: (i) the outstanding principal amount of the NotesNet Cash Proceeds of such incurrence. The provisions of this Section do not constitute a consent to the incurrence of any Indebtedness by Holdings, plus (ii) accrued and unpaid interest thereon through the prepayment date, plus (iii) all other Obligations that are due and payable, including Purchasers’ Expenses and interest at the Default Rate, if applicable, with respect to Borrower or any past due amountsof its Restricted Subsidiaries. (iib) If Unless the Required Lenders shall otherwise agree, if on any date Issuer Holdings, the Borrower or any Subsidiary of its Restricted Subsidiaries shall receive Net Cash Proceeds from any Asset Sale, Issuer Purchase Price Refund or Recovery Event then, unless a Reinvestment Notice shall apply an amount equal to one hundred percent (100%) be delivered in respect thereof, on the date of receipt by Holdings, the Borrower or any of its Restricted Subsidiaries of such Net Cash Proceeds, to prepay the Notes; provided that, Revolving Credit Loans shall be prepaid (1without any automatic reduction of Revolving Credit Commitments) Issuer may deliver a Reinvestment Notice with respect to the percentage of such Net Proceeds in the Issuer Retention column below, and shall apply by an amount equal to the percentage amount of such Net Proceeds in the Note Repayment column belowCash Proceeds; provided, to prepay the Notes: and (2) that, notwithstanding the foregoing, (i) the aggregate Net Cash Proceeds of Asset Sales and Recovery Events that may be excluded from the foregoing requirement pursuant to a Reinvestment Notice shall not exceed $20,000,000 in any fiscal year of the Borrower and (ii) on each Reinvestment Prepayment Date, Issuer Date the Revolving Credit Loans shall apply be prepaid (without any automatic reduction of Revolving Credit Commitments) by an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event to prepay the Notes (together with any applicable premium)Event. All Net Proceeds from Asset Sales shall be deposited in a Collateral Account pending repayment or reinvestment in accordance with the terms The provisions of this Section 2.2(c). Amounts to be applied in connection with prepayments made pursuant to this Section 2.2(c)(ii) shall be payable to each Purchaser in accordance with its respective Pro Rata Share; provided that any Purchaser may decline any such prepayment (collectively, the “Declined Amount”), in which case the Declined Amount shall be retained by Issuer. Each prepayment of the Notes under this Section 2.2(c)(ii) shall be accompanied by accrued interest do not constitute a consent to the date consummation of such prepayment on the amount prepaid. Issuer shall deliver to each Purchaser notice of each prepayment of Notes in whole or in part pursuant to this any Disposition not permitted by Section 2.2(c)(ii) not 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 such prepayment, and (iii) the option of each Purchaser to (x) decline its share of such prepayment or (y) accept Declined Amounts. Any Purchaser that wishes to exercise its option to decline such prepayment or to accept Declined Amounts shall notify Issuer not later than three (3) Business Days prior to the Mandatory Prepayment Date. Issuer shall not, and shall not permit any of the Subsidiaries to, use any Net Proceeds received from any Asset Sale to repay any Junior Indebtedness7.5.

Mandatory Prepayments. (ia) If the principal amount of the Notes is accelerated any Indebtedness shall be incurred by any Loan Party or its Subsidiaries (including, but not limited to, upon the occurrence of a bankruptcy or insolvency event excluding any Indebtedness incurred in accordance with Section 6.2 (including the acceleration of claims by operation of lawother than pursuant to clause (m) thereof)), Issuer then on the date of such incurrence, the Loans shall immediately pay to Purchasers, payable to each Purchaser in accordance with its respective Pro Rata Share, be prepaid by an amount equal to the sum of: (i) the outstanding principal amount of the NotesNet Cash Proceeds of such incurrence, plus (ii) accrued and unpaid interest thereon through the prepayment date, plus (iii) all other Obligations that are due and payable, including Purchasers’ Expenses and interest at the Default Rate, if applicable, with respect to any past due amountsas set forth in Section 2.10(d). (iib) If on any date Issuer the Borrower or any Subsidiary of its Subsidiaries shall receive Net Cash Proceeds from any Asset SaleSale or Recovery Event then, Issuer unless a Reinvestment Notice shall apply an amount equal to one hundred percent (100%) be delivered in respect thereof, not later than five Business Days following the date of receipt by the Borrower of such Net Cash Proceeds, to prepay the Notes; provided that, (1) Issuer may deliver a Reinvestment Notice with respect to the percentage of such Net Proceeds in the Issuer Retention column below, and Loans shall apply be prepaid by an amount equal to the percentage amount of such Net Proceeds Cash Proceeds, as set forth in the Note Repayment column belowSection 2.10(d); provided that, to prepay the Notes: and (2) notwithstanding the foregoing, on each Reinvestment Prepayment Date, Issuer Date the Loans shall apply be prepaid by an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event to prepay the Notes (together with any applicable premiumEvent, as set forth in Section 2.10(c). All Net Proceeds from Asset Sales shall be deposited in a Collateral Account pending repayment or reinvestment in accordance with the terms The provisions of this Section 2.2(c). do not constitute a consent to the consummation of any Disposition not permitted by Section 6.5. (c) [Reserved]; (d) Amounts to be applied in connection with prepayments made pursuant to this Section 2.2(c)(ii) 2.10 shall be payable allocated pro rata among the Tranche A Term Loans, any Other Term Loans and any Extended Term Loans (except to each Purchaser the extent that any Loan Modification Offer for any Extended Term Loans provides that such Extended Term Loans shall participate on a lesser basis or not at all) and applied in accordance with its respective Pro Rata Sharedirect order of maturity against the remaining scheduled installments of principal due in respect of the Tranche A Term Loans, any Other Term Loans and any applicable Extended Term Loans under Sections 2.3(a), 2.3(c) and under the applicable Loan Modification Offer, respectively; provided that any Purchaser may decline any such prepayment (collectivelyin the event there are no Tranche A Term Loans, the “Declined Amount”)Other Term Loans or Extended Term Loans outstanding, in which case the Declined Amount mandatory prepayments shall be retained by Issuer. Each applied to the prepayment of outstanding Revolving Credit Loans (without any accompanying mandatory reduction of the Notes Revolving Credit Commitments) in direct order of maturity, and second to cash collateralize outstanding Letters of Credit pro rata. Prepayments of Loans shall in all cases be applied first to Base Rate Loans and second to Eurodollar Loans. (e) The Borrower shall deliver to the Administrative Agent, at the time of each prepayment required under this Section 2.2(c)(ii2.10, (i) a certificate signed by a Responsible Officer setting forth in reasonable detail the calculation of the amount of such prepayment and (ii) to the extent practicable, at least three Business Days’ (but in any event no later than one Business Day’s) 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 Loans under this Section 2.10 shall be subject to Section 2.19, but shall otherwise be without premium or penalty, and shall be accompanied by (except in the case of prepayments of Base Rate Loans that are Revolving Credit Loans) accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of such prepayment on the amount prepaid. Issuer shall deliver to each Purchaser notice of each prepayment of Notes in whole or in part pursuant to this Section 2.2(c)(ii) not 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 such prepayment, and (iii) the option of each Purchaser to (x) decline its share of such prepayment or (y) accept Declined Amounts. Any Purchaser that wishes to exercise its option to decline such prepayment or to accept Declined Amounts shall notify Issuer not later than three (3) Business Days prior to the Mandatory Prepayment Date. Issuer shall not, and shall not permit any of the Subsidiaries to, use any Net Proceeds received from any Asset Sale to repay any Junior Indebtednesspayment.

Mandatory Prepayments. (ia) If Unless the principal amount Required Prepayment Lenders shall otherwise agree, if any Indebtedness shall be incurred by the Borrowers or any of the Notes is accelerated their Subsidiaries (including, but not limited to, upon the occurrence of a bankruptcy or insolvency event (including the acceleration of claims by operation of law)), Issuer shall immediately pay to Purchasers, payable to each Purchaser excluding any Indebtedness incurred in accordance with its respective Pro Rata ShareSection 7.2 as in effect on the date of this Agreement), then on the date of such incurrence, the Term Loans and the Revolving Credit Loans (without a corresponding reduction of the Revolving Credit Commitments) shall be prepaid and/or the outstanding Letters of Credit shall be cash collateralized, by an amount equal to the sum of: (i) the outstanding principal amount of the NotesNet Cash Proceeds of such issuance or incurrence, plus (ii) accrued and unpaid interest thereon through as set forth in Section 2.10(e). The provisions of this Section do not constitute a consent to the prepayment date, plus (iii) all other Obligations that are due and payable, including Purchasers’ Expenses and interest at incurrence of any Indebtedness by the Default Rate, if applicable, with respect to Borrowers or any past due amountsof their Subsidiaries. (iib) If Unless the Required Prepayment Lenders shall otherwise agree, if any Capital Stock shall be issued by the Borrowers or any of their Subsidiaries (other than in connection with a capital contribution by Holdings to the Capital Stock of the Borrowers or any of their respective Subsidiaries), then on the date of such issuance, the Term Loans and Revolving Credit Loans (without a corresponding reduction of the Revolving Credit Commitments) shall be prepaid, and/or the outstanding Letters of Credit shall be cash collateralized, by an amount equal to 50% of the amount of the Net Cash Proceeds of such issuance, as set forth in Section 2.10(e). The provisions of this Section do not constitute a consent to the issuance of any Capital Stock by any entity whose Capital Stock is pledged pursuant to the Guarantee and Collateral Agreement. (c) Unless the Required Prepayment Lenders shall otherwise agree, if on any date Issuer the Borrowers or any Subsidiary of their Subsidiaries shall receive Net Cash Proceeds from any Asset Sale, Issuer Purchase Price Refund or Recovery Event then, unless a Reinvestment Notice shall apply an amount equal to one hundred percent (100%) be delivered in respect thereof, on the date of receipt by a Borrower or such Subsidiary of such Net Cash Proceeds, to prepay the Notes; provided that, Term Loans and the Revolving Credit Loans (1without a corresponding reduction of the Revolving Credit Commitments) Issuer may deliver a Reinvestment Notice with respect to shall be prepaid, and/or the percentage outstanding Letters of such Net Proceeds in the Issuer Retention column belowCredit shall be cash collateralized, and shall apply by an amount equal to the percentage amount of such Net Proceeds Cash Proceeds, as set forth in the Note Repayment column belowSection 2.10(e); provided, to prepay the Notes: and (2) that, notwithstanding the foregoing, (i) the aggregate Net Cash Proceeds of Asset Sales and Recovery Events that may be excluded from the foregoing requirement pursuant to a Reinvestment Notice shall not exceed $2,500,000 in any fiscal year of the Borrowers and (ii) on each Reinvestment Prepayment DateDate the Term Loans and Revolving Credit Loans (without a corresponding reduction of the Revolving Credit Commitments) shall be prepaid, Issuer and/or the outstanding Letters of Credit shall apply be cash collateralized, by an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event to prepay the Notes (together with any applicable premiumEvent, as set forth in Section 2.10(e). All Net Proceeds from Asset Sales shall be deposited in a Collateral Account pending repayment or reinvestment in accordance with the terms The provisions of this Section 2.2(cdo 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 Borrowers commencing with the fiscal year ending December 31, 2005, there shall be Excess Cash Flow, then, on the relevant Excess Cash Flow Application Date, the Term Loans and the Revolving Credit Loans (without a corresponding reduction of the Revolving Credit Commitment) shall be prepaid, and/or the outstanding Letters of Credit shall be cash collateralized, by an amount equal to the ECF Percentage of such Excess Cash Flow, as set forth in Section 2.10(e). Each such prepayment and commitment reduction shall be made on a date (an “Excess Cash Flow Application Date”) no later than five days after the earlier of (i) the date on which the financial statements of the Borrowers referred to in Section 6.1(a), for the fiscal year with respect to which such prepayment is made, are required to be delivered to the Lenders and (ii) the date such financial statements are actually delivered. (e) Amounts to be applied in connection with prepayments made pursuant to this Section 2.2(c)(ii) shall be payable applied, first, to each Purchaser in accordance with its respective Pro Rata Share; provided that any Purchaser may decline any such prepayment (collectively, the “Declined Amount”), in which case the Declined Amount shall be retained by Issuer. Each prepayment of the Notes under this Section 2.2(c)(ii) shall be accompanied by accrued interest Term Loans, second, to the date of such prepayment on the amount prepaid. Issuer shall deliver to each Purchaser notice of each prepayment of Notes the Revolving Credit Loans and, third, to replace outstanding Letters of Credit and/or deposit an amount in whole or cash in part pursuant to this Section 2.2(c)(ii) not less than five (5) Business Days prior a cash collateral account established with the Administrative Agent for the benefit of the Secured Parties on terms and conditions satisfactory 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 such prepayment, and (iii) the option of each Purchaser to (x) decline its share of such prepayment or (y) accept Declined Amounts. Any Purchaser that wishes to exercise its option to decline such prepayment or to accept Declined Amounts shall notify Issuer not later than three (3) Business Days prior to the Mandatory Prepayment Date. Issuer shall not, and shall not permit any of the Subsidiaries to, use any Net Proceeds received from any Asset Sale to repay any Junior IndebtednessAdministrative Agent.

Mandatory Prepayments. (ia) If the principal amount of the Notes is accelerated any Indebtedness shall be incurred by any Group Member (including, but not limited to, upon the occurrence of a bankruptcy or insolvency event (including the acceleration of claims by operation of law)), Issuer shall immediately pay to Purchasers, payable to each Purchaser excluding any Indebtedness incurred in accordance with its respective Pro Rata ShareSection 7.2 (unless such Indebtedness is incurred to replace or refinance the Facilities, in whole or in part)), an amount equal to the sum of: (i) the outstanding principal amount 100% of the Notes, plus (ii) accrued and unpaid interest thereon through Net Cash Proceeds thereof US-DOCS\135452008.17 shall be applied on the date of such incurrence toward the prepayment date, plus (iii) all of the Term Loans and other Obligations that are due and payable, including Purchasers’ Expenses and interest at the Default Rate, if applicable, with respect to any past due amountsamounts as set forth in Section 2.12(c). (iib) If on any date Issuer or any Subsidiary Group Member shall receive Net Cash Proceeds from any Asset SaleSale or Recovery Event then, Issuer unless a Reinvestment Notice shall apply be delivered within six months after the date of such Asset Sale or Recovery Event, an amount equal to one hundred percent (100%) % of the Net Cash Proceeds thereof shall be applied on such Net Proceeds, to prepay date toward the Notesprepayment of the Loans and other amounts as set forth in Section 2.12(c); provided that, (1) Issuer may deliver a Reinvestment Notice with respect to the percentage of such Net Proceeds in the Issuer Retention column below, and shall apply an amount equal to the percentage of such Net Proceeds in the Note Repayment column below, to prepay the Notes: and (2) 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, Issuer shall apply an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event to prepay the Notes (together with any applicable premium). All Net Proceeds from Asset Sales shall be deposited applied toward the prepayment of the Loans and other amounts as set forth in Section 2.12(c); provided, further that (x) no Default or Event of Default shall have occurred and be continuing at the time of such Asset Sale or Recovery Event and on any Reinvestment Prepayment Date, in each case as certified by the Borrower in writing to the Administrative Agent and (y) pending such Reinvestment Prepayment Date, such Net Cash Proceeds are held in an account of the Borrower that is subject to a Collateral Account pending repayment or reinvestment in accordance with the terms of this Section 2.2(c). Control Agreement. (c) Amounts to be applied in connection with prepayments made pursuant to this Section 2.2(c)(ii) 2.12 shall be payable applied to each Purchaser the prepayment of installments due in accordance with its respective Pro Rata Share; respect of the Term Loans on a pro rata basis (provided that any Purchaser 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 retained distributed first, to the prepayment, on a pro rata basis, of the Term Loans held by IssuerTerm Lenders that 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 2.15(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 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 Notes Loans under this Section 2.2(c)(ii2.12 (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 prepayment on the amount prepaid. Issuer The Borrower shall deliver to the Administrative Agent and each Purchaser Term Lender notice of each prepayment of Notes Term Loans in whole or in part pursuant to this Section 2.2(c)(ii) 2.12 not 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 such prepayment, prepayment and (iii) the option options of each Purchaser Term Lender to (x) decline or accept its share of such prepayment or and (y) to accept Declined Amounts. Any Purchaser Term Lender that wishes to exercise its option to decline such prepayment or to accept Declined Amounts shall notify Issuer the Administrative Agent by facsimile not later than three (3) Business Days prior to the Mandatory Prepayment Date. (d) 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 prepayment or reduction and (ii) to the extent practicable, at least five days prior written notice of such prepayment or reduction (and the Administrative Agent shall promptly provide the same to each Lender). Issuer Each notice of prepayment shall notspecify 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. US-DOCS\135452008.17 (e) The Borrower shall from time to time prepay first, the Swingline Loans, and second, the Revolving Loans, to the extent necessary so that the Total Revolving Extensions of Credit shall not permit at any time exceed the Total Revolving Commitments then in effect. (f) No prepayment fee shall be payable in respect of the Subsidiaries to, use any Net Proceeds received from any Asset Sale mandatory prepayments made pursuant to repay any Junior Indebtednessthis Section 2.12.

Mandatory Prepayments. (ia) If the principal amount of the Notes Lender is accelerated (including, but not limited to, upon the occurrence of a bankruptcy or insolvency event (including the acceleration of claims by operation of law)), Issuer shall immediately pay obligated to Purchasers, payable to each Purchaser in accordance with its respective Pro Rata Share, an amount equal to the sum of: (i) the outstanding principal amount of the Notes, plus (ii) accrued and unpaid interest thereon through the prepayment date, plus (iii) all other Obligations that are due and payable, including Purchasers’ Expenses and interest at the Default Rate, if applicable, with respect to any past due amounts. (ii) If on any date Issuer or any Subsidiary shall receive make Net Proceeds from available to Borrower for Restoration and determines not to make any Asset Salesuch Net Proceeds available to Borrower for Restoration, Issuer on the next occurring Monthly Payment Date following the date on which (a) Lender actually receives any Net Proceeds, and (b) Lender has determined that such Net Proceeds shall be applied against the Debt, Borrower shall prepay, or authorize Lender to apply Net Proceeds as a prepayment of, the Debt in an amount equal to one hundred percent (100%) of such Net Proceeds. Except during an Event of Default, to prepay the Notes; provided that, (1) Issuer may deliver a Reinvestment Notice with respect to the percentage of such Net Proceeds shall be applied by Lender as follows in the Issuer Retention column below, and shall apply an amount equal to the percentage following order of such Net Proceeds in the Note Repayment column belowpriority: First, to prepay all amounts (other than principal and interest) then due and payable under the Notes: and (2) notwithstanding the foregoingLoan Documents, on each Reinvestment Prepayment Date, Issuer shall apply an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event to prepay the Notes (together with including any applicable premium). All Net Proceeds from Asset Sales shall be deposited in a Collateral Account pending repayment or reinvestment in accordance with the terms costs and expenses of this Section 2.2(c). Amounts to be applied Lender in connection with prepayments such prepayment); Second; accrued and unpaid interest at the Interest Rate; Third, to the Outstanding Principal Balance; Fourth, to all amounts then due and payable under any New Mezzanine Loan Documents; Fifth, to all amounts then due and payable under the First Mezzanine Loan Documents; Sixth, to all amounts then due and payable under the Second Mezzanine Loan Documents and Seventh, to Borrower. Notwithstanding anything herein to the contrary, so long as no Event of Default is continuing, no Prepayment Fee or any other prepayment premium, penalty or fee shall be due in connection with any prepayment made pursuant to this Section 2.2(c)(ii) 2.4.4. Any partial principal prepayment under this Section 2.4.4 shall be payable applied to each Purchaser in accordance with its respective Pro Rata Share; provided that any Purchaser may decline any such prepayment the last payments of principal due under the Loan. (collectively, the “Declined Amount”), in which case the Declined Amount shall be retained by Issuer. Each b) Any prepayment of the Notes under this Section 2.2(c)(ii) shall be accompanied by accrued interest to principal of the date of such prepayment on the amount prepaid. Issuer shall deliver to each Purchaser notice of each prepayment of Notes in whole or in part Loan made pursuant to this Section 2.2(c)(ii) not less than five (5) Business Days prior to the date such prepayment 2.4.4 hereof shall be made (each, a “Mandatory Prepayment Date”). Such notice shall set forth applied (i) first, to the Mandatory Prepayment DateA Notes, applied on a pro rata and pari passu basis in accordance with the outstanding principal balances of the A Notes immediately prior to such prepayment, until the outstanding principal balance of all A Notes is reduced to zero and (ii) the aggregate amount of such prepaymentsecond, and (iii) the option of each Purchaser to (x) decline its share of such prepayment or (y) accept Declined Amounts. Any Purchaser that wishes to exercise its option to decline such prepayment or to accept Declined Amounts shall notify Issuer not later than three (3) Business Days prior to the Mandatory Prepayment Date. Issuer shall not, and shall not permit any of the Subsidiaries to, use any Net Proceeds received from any Asset Sale to repay any Junior IndebtednessB Note.

Mandatory Prepayments. (i) If at any time the principal amount aggregate outstanding balances of the Notes is accelerated Tranche A Revolving Loan and the Swing Line Loan exceed the lesser of (includingA) the Tranche A Maximum Amount and (B) the Tranche A Borrowing Base, but not limited to, upon the occurrence of a bankruptcy or insolvency event (including the acceleration of claims by operation of law)), Issuer Borrowers shall immediately pay to Purchasers, payable to each Purchaser in accordance with its respective Pro Rata Share, an amount equal repay the aggregate outstanding Tranche A Revolving Credit Advances to the sum of: (i) the outstanding principal amount extent required to eliminate such excess. If any such excess remains after repayment in full of the Notesaggregate outstanding Tranche A Revolving Credit Advances, plus (ii) accrued and unpaid interest thereon through Borrowers shall provide cash collateral for the prepayment date, plus (iii) all other Letter of Credit Obligations that are due and payable, including Purchasers’ Expenses and interest at in the Default Rate, if applicable, with respect manner set forth in Annex B to any past due amountsthe extent required to eliminate such excess. (ii) If Immediately upon receipt by any Credit Party on or after the Closing Date of any date Issuer working capital, earnings, balance sheet or similar adjustment payment under the Acquisition Agreement or cash proceeds of any Subsidiary shall receive Net Proceeds from any Asset Saleasset disposition, Issuer shall apply Borrowers shall, jointly and severally, prepay the Loans in an amount equal to one hundred percent all such adjustment payments or proceeds, net of (100%A) commissions and other reasonable and customary transaction costs, fees and expenses properly attributable to such transaction and payable by Borrowers in connection therewith (in each case, paid to non-Affiliates), (B) transfer taxes, (C) amounts payable to holders of senior Liens on such Net Proceedsasset (to the extent such Liens constitute Permitted Encumbrances hereunder), if any, and (D) an appropriate reserve for income taxes and contingent liabilities, in each case, in accordance with GAAP in connection therewith. Any such prepayment shall be applied in accordance with Section 1.3(c). The following shall not be subject to prepay the Notes; provided that, mandatory prepayment under this clause (ii): (1) Issuer may deliver a Reinvestment Notice with respect to the percentage proceeds of such Net Proceeds sales of Inventory in the Issuer Retention column belowordinary course of business; (2) asset disposition proceeds of less than $500,000 in the aggregate in any Fiscal Year and (3) asset disposition proceeds that are reinvested in Equipment, Fixtures or Real Estate within one hundred and eighty (180) days following receipt thereof; provided that Borrower notifies Agent of its intent to reinvest at the time such proceeds are received and when such reinvestment occurs. (iii) If Parent or any Borrower issues Stock or debt securities or incurs any indebtedness for borrowed money on or after the Closing Date, no later than the Business Day following the date of receipt of the proceeds thereof, all Borrowers (in the case of an issuance by Parent) or the issuing Borrower shall apply prepay the Loans (and cash collateralize Letter of Credit Obligations) in an amount equal to the percentage all such proceeds, net of such Net Proceeds in the Note Repayment column below, underwriting discounts and commissions and other costs paid to prepay the Notes: and (2) notwithstanding the foregoing, on each Reinvestment Prepayment Date, Issuer shall apply an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event to prepay the Notes (together with any applicable premium). All Net Proceeds from Asset Sales shall be deposited in a Collateral Account pending repayment or reinvestment in accordance with the terms of this Section 2.2(c). Amounts to be applied non-Affiliates in connection with prepayments made pursuant to this Section 2.2(c)(ii) shall be payable to each Purchaser in accordance with its respective Pro Rata Share; provided that any Purchaser may decline any such prepayment (collectively, the “Declined Amount”), in which case the Declined Amount shall be retained by Issuertherewith. Each prepayment of the Notes under this Section 2.2(c)(ii) shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid. Issuer shall deliver to each Purchaser notice of each prepayment of Notes in whole or in part pursuant to this Section 2.2(c)(ii) not less than five (5) Business Days prior to the date Any such prepayment shall be made (each, a “Mandatory Prepayment Date”applied in accordance with Section 1.3(c). Such notice The following shall set forth not be subject to prepayment under this clause (iiii): (A) the Mandatory Prepayment Dateproceeds of Stock issuances to employees, officers and directors of Parent and its Subsidiaries, (iiB) the aggregate amount any intercompany Stock issuances between Finlay and one or more of such prepayment, and (iii) the option of each Purchaser to (x) decline its share of such prepayment Subsidiaries or (yC) accept Declined Amounts. Any Purchaser that wishes to exercise its option to decline such prepayment or to accept Declined Amounts shall notify Issuer not later than three (3) Business Days prior to the Mandatory Prepayment Date. Issuer shall not, and shall not permit any of the Subsidiaries to, use any Net Proceeds consideration received from any Asset Sale to repay any Junior Indebtednessin connection with a Permitted Acquisition.

Mandatory Prepayments. (i) If the principal amount of the Notes is accelerated (including, but not limited to, upon the occurrence of a bankruptcy or insolvency event (including the acceleration of claims by operation of law)), Issuer The Borrower shall immediately pay to Purchasers, payable to each Purchaser in accordance with its respective Pro Rata Share, an amount equal provide written notice to the sum of: Administrative Agent by 1:00 p.m., New York City time, at least two (i2) the outstanding principal amount of the Notes, plus Business Days prior to any prepayment hereunder (ii) accrued and unpaid interest thereon through the prepayment date, plus (iii) all other Obligations it being understood that are due and payable, including Purchasers’ Expenses and interest at the Default Rate, if applicable, with respect to any past due amounts. (ii) If on any date Issuer or any Subsidiary shall receive prepayment made in respect of Net Cash Proceeds from any Asset SaleCasualty Events, Issuer shall apply an amount equal to one hundred percent (100%) such written notice may be provided at a later date if the Borrower is not aware of the date it will receive such Net Cash Proceeds, to prepay the Notes; provided that, (1) Issuer may deliver a Reinvestment Notice with respect to the percentage of such Net Proceeds in the Issuer Retention column below, and shall apply an amount equal to the percentage of such Net Proceeds in the Note Repayment column below, to prepay the Notes: and (2) notwithstanding ). Notwithstanding the foregoing, on each Reinvestment Prepayment Date, Issuer shall apply an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event to prepay the Notes (together with Lender may reject all or a portion of its pro rata share of any applicable premium). All Net Proceeds from Asset Sales shall be deposited in a Collateral Account pending repayment or reinvestment in accordance with the terms of this Section 2.2(c). Amounts to be applied in connection with prepayments made pursuant to this Section 2.2(c)(ii) shall be payable to each Purchaser in accordance with its respective Pro Rata Share; provided that any Purchaser may decline any such mandatory prepayment (collectivelysuch declined amounts, the “Declined AmountProceeds”)) made pursuant to Section 3.04(c)(i) by providing written notice (each, in which case the Declined Amount shall be retained by Issuer. Each prepayment of the Notes under this Section 2.2(c)(iia “Rejection Notice”) shall be accompanied by accrued interest to Administrative Agent and Borrower no later than 2:00 p.m., New York City time one (1) Business Day prior to the date of such prepayment on as specified in the relevant notice. Each Rejection Notice from a given Lender shall specify the principal amount prepaid. Issuer shall deliver to each Purchaser notice of each the mandatory prepayment of Notes in whole Loans to be rejected by such Lender. If a Lender fails to deliver a Rejection Notice to Administrative Agent within the time frame specified above or in part pursuant such Rejection Notice fails to this Section 2.2(c)(ii) not less than five (5) Business Days prior specify the principal amount of the Loans to be rejected, any such failure will be deemed an acceptance of 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 total amount of such prepayment, and (iii) mandatory repayment of Loans. Any Declined Proceeds shall be offered to the option Lenders not so declining such prepayment on a pro rata basis in accordance with the amounts of each Purchaser to (x) decline its share the Loans of such prepayment or Lender (y) accept Declined Amounts. Any Purchaser that wishes to exercise its option with such non-declining Lenders having the right to decline such any prepayment or to accept with Declined Amounts shall notify Issuer not later than three (3) Business Days prior to Proceeds at the Mandatory Prepayment Date. Issuer shall not, time and shall not permit any of in the Subsidiaries to, use any Net Proceeds received from any Asset Sale to repay any Junior Indebtednessmanner specified by the Administrative Agent).

Mandatory Prepayments. (i) If [Intentionally Omitted] (ii) Immediately upon any voluntary or involuntary sale or disposition by Borrowers or any of their Subsidiaries of property or assets (other than sales or dispositions of Inventory or Equipment in the principal amount ordinary course of the Notes is accelerated (including, but not limited to, upon the occurrence of a bankruptcy or insolvency event (including the acceleration of claims by operation of law)business), Issuer Borrowers shall immediately pay to Purchasers, payable to each Purchaser prepay the outstanding Obligations in accordance with its respective Pro Rata Share, clause (d) below in an amount equal to 100% of the sum of: (i) Net Cash Proceeds received by such Person in connection with such sales or dispositions to the outstanding principal extent that the aggregate amount of Net Cash Proceeds received by Borrowers and their Subsidiaries (and not paid to Agent as a prepayment of the NotesObligations) for all such sales or dispositions shall exceed $5,000,000 in any fiscal year; provided, plus however, that Borrowers shall not be required to prepay hereunder, and any Foreign Subsidiary may retain, that portion of the Net Cash Proceeds received by such Foreign Subsidiary from such sale or disposition as, and only so long as, is required to comply with the applicable laws or regulations of such Foreign Subsidiary’s jurisdiction of organization. Nothing contained in this subclause (ii) accrued and unpaid interest thereon through the prepayment date, plus shall permit Borrowers or any of their Subsidiaries to sell or otherwise dispose of any property or assets other than in accordance with Section 6.4. (iii) all other Obligations that are due and payable, including Purchasers’ Expenses and interest at Immediately upon the Default Rate, if applicable, with respect to any past due amounts. (ii) If on any date Issuer receipt by Borrowers or any Subsidiary of their Subsidiaries of any Extraordinary Receipts in excess of $250,000 in the aggregate in any fiscal year of Parent ending after the Closing Date, Borrowers shall receive Net Proceeds from any Asset Sale, Issuer shall apply prepay the outstanding Obligations in accordance with clause (d) below in an amount equal to one hundred percent 100% of such Extraordinary Receipts in excess of $250,000 in the aggregate in any fiscal year of Parent ending after the Closing Date, net of any reasonable expenses incurred in collecting such Extraordinary Receipts; provided, however, that Borrowers shall not be required to prepay hereunder, and any Foreign Subsidiary may retain, that portion of the Extraordinary Receipts otherwise required to be prepaid pursuant to this Section 2.4(c)(iii) and received by such Foreign Subsidiary as, and only so long as, is required to comply with the applicable laws or regulations of such Foreign Subsidiary’s jurisdiction of organization. (100%iv) Immediately upon the issuance or incurrence by Borrowers or any of their Subsidiaries of any Indebtedness (other than Indebtedness referred to in clauses (a) through (c) and (e) through (g) of such Net ProceedsSection 6.1), to or the sale or issuance by Borrowers or any of their Subsidiaries of any shares of its Capital Stock, Borrowers shall prepay the Notes; provided that, outstanding principal of the Obligations in accordance with clause (1d) Issuer may deliver a Reinvestment Notice with respect to the percentage of such Net Proceeds in the Issuer Retention column below, and shall apply an amount equal to 50% of the percentage of such Net Cash Proceeds in the Note Repayment column below, to prepay the Notes: and (2) notwithstanding the foregoing, on each Reinvestment Prepayment Date, Issuer shall apply an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event to prepay the Notes (together with any applicable premium). All Net Proceeds from Asset Sales shall be deposited in a Collateral Account pending repayment received by Borrowers or reinvestment in accordance with the terms of this Section 2.2(c). Amounts to be applied their Subsidiaries in connection with prepayments made pursuant to such sale, issuance, or incurrence. The provisions of this Section 2.2(c)(iisubsection (iv) shall not be payable deemed to each Purchaser in accordance with its respective Pro Rata Share; provided that any Purchaser may decline be implied consent to any such prepayment (collectivelysale, issuance, or incurrence otherwise prohibited by the “Declined Amount”), in which case the Declined Amount shall be retained by Issuer. Each prepayment terms and conditions of the Notes under this Section 2.2(c)(ii) shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid. Issuer shall deliver to each Purchaser notice of each prepayment of Notes in whole or in part pursuant to this Section 2.2(c)(ii) not 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 such prepayment, and (iii) the option of each Purchaser to (x) decline its share of such prepayment or (y) accept Declined Amounts. Any Purchaser that wishes to exercise its option to decline such prepayment or to accept Declined Amounts shall notify Issuer not later than three (3) Business Days prior to the Mandatory Prepayment Date. Issuer shall not, and shall not permit any of the Subsidiaries to, use any Net Proceeds received from any Asset Sale to repay any Junior IndebtednessAgreement.

Mandatory Prepayments. (a) Proceeds of Sale, Loss, Destruction, or Condemnation of Collateral. Except as provided in subsection 6.4(b) hereof or except as provided in the paragraph immediately following this paragraph, if Borrower sells any of the Equipment, or if any of the Collateral is lost or destroyed or taken by condemnation, Borrower shall pay to Lender, unless otherwise agreed by Lender, as and when received by Borrower and as a mandatory prepayment of the CapEx Loans, a sum equal to the proceeds (including insurance payments) received by Borrower from such sale, loss, destruction, or condemnation. If Borrower so elects, it may cause Lender to disburse any monies actually received by Lender pursuant to the foregoing paragraph, but Lender only shall be obligated to disburse such money for the repair, replacement, or restoration of the Equipment or other Collateral that has been damaged, if all of the following conditions are satisfied: (a) no Event of Default has occurred and is continuing or would result from the disbursement or application of such monies; (b) Borrower has cash, cash equivalents (items (iv) through (ix) of Restricted Investments), unused Revolving Credit Loan availability, and/or business interruption insurance proceeds in amounts sufficient, in Lender's reasonable judgment, to ensure that Borrower will be able to make payment as and when due of each of its direct Obligations that will be payable during the period of such repair, replacement, or restoration; (c) Lender is reasonably satisfied that the amount of such cash, cash equivalents, Revolving Credit Loan availability, and/or insurance proceeds will be sufficient fully to repair, replace, or restore the subject Equipment or other Collateral; (d) all construction and completion of the repair, replacement, or restoration shall be effected with reasonable promptness and shall be of a value (the "Replaced Value") (i) If the principal amount of the Notes is accelerated (including, but not limited to, upon the occurrence of a bankruptcy or insolvency event (including the acceleration of claims by operation of law)), Issuer shall immediately pay to Purchasers, payable to each Purchaser in accordance with its respective Pro Rata Share, an amount at least equal to the sum of: value (ithe "Destroyed Value") the outstanding principal amount of the Notessuch items of Property destroyed or condemned prior to such destruction or condemnation, plus or (ii) accrued of a value less than the Destroyed Value, so long as the difference between the Destroyed Value and unpaid interest thereon through the prepayment date, plus Replaced Value is applied to the repayment of the Obligations in such order as Lender shall deem appropriate; and (iiie) all monies paid by Borrower to Lender may be commingled with other Obligations that are due funds of Lender and payable, including Purchasers’ Expenses and will not bear interest at the Default Rate, if applicable, with respect to any past due amountspending disbursement hereunder. (iib) If on any date Issuer or any Subsidiary shall receive Net Proceeds from any Asset Sale, Issuer shall apply an amount equal to one hundred percent (100%) of such Net Proceeds, to prepay the Notes; provided that, (1) Issuer may deliver a Reinvestment Notice with respect to the percentage of such Net Proceeds in the Issuer Retention column below, and shall apply an amount equal to the percentage of such Net Proceeds in the Note Repayment column below, to prepay the Notes: and (2) notwithstanding the foregoing, on each Reinvestment Prepayment Date, Issuer shall apply an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event to prepay the Notes (together with any applicable premium). All Net Proceeds from Asset Sales shall be deposited in a Collateral Account pending repayment or reinvestment in accordance with the terms of this Section 2.2(c). Amounts to be applied in connection with prepayments made pursuant to this Section 2.2(c)(ii) shall be payable to each Purchaser in accordance with its respective Pro Rata Share; provided that any Purchaser may decline any such prepayment (collectively, the “Declined Amount”), in which case the Declined Amount shall be retained by Issuer. Each prepayment of the Notes under this Section 2.2(c)(ii) shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid. Issuer shall deliver to each Purchaser notice of each prepayment of Notes in whole or in part pursuant to this Section 2.2(c)(ii) not 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 such prepayment, and (iii) the option of each Purchaser to (x) decline its share of such prepayment or (y) accept Declined Amounts. Any Purchaser that wishes to exercise its option to decline such prepayment or to accept Declined Amounts shall notify Issuer not later than three (3) Business Days prior to the Mandatory Prepayment Date. Issuer shall not, and shall not permit any of the Subsidiaries to, use any Net Proceeds received from any Asset Sale to repay any Junior Indebtedness[intentionally omitted].

Mandatory Prepayments. The Borrower shall prepay the TIFIA Loan in whole or in part, without penalty or premium: (i) If following the principal amount of the Notes is accelerated (including, but not limited to, upon the occurrence of a bankruptcy or insolvency event (including the acceleration of claims by operation of law)), Issuer shall immediately pay to Purchasers, payable to each Purchaser determination thereof in accordance with its respective Pro Rata Sharethe Indenture, in the amount of any Net Loss Proceeds; and (ii) from and after the first Semi-Annual Payment Date after the Effective Date, if any, as of which the Borrower shall have failed to be in compliance with the Rate Coverage Test for a period of at least six (6) consecutive Semi-Annual Payment Dates (and on each Transfer Date thereafter, if necessary, until the Borrower has regained compliance with the Rate Coverage Test), in an amount equal to the sum lesser of: (iA) the outstanding principal total amount then on deposit in the Surplus Account and (B) the amount necessary to cause the Borrower to regain compliance with the Rate Coverage Test, each such payment to be transferred from the Surplus Account to the TIFIA Loan Prepayment Account in the manner described in Section [4.02(f)] of the Notes, plus (ii) accrued and unpaid interest thereon through the prepayment date, plus (iii) all other Obligations that are due and payable, including Purchasers’ Expenses and interest at the Default Rate, if applicable, with respect to any past due amounts. (ii) If on any date Issuer or any Subsidiary Indenture. The Borrower shall receive Net Proceeds from any Asset Sale, Issuer shall apply an amount equal to one hundred percent (100%) of such Net Proceeds, to prepay the Notes; provided that, (1) Issuer may deliver a Reinvestment Notice with respect provide written notice to the percentage of such Net Proceeds in the Issuer Retention column below, and shall apply an amount equal to the percentage of such Net Proceeds in the Note Repayment column below, to prepay the Notes: and TIFIA Lender at least two (2) notwithstanding the foregoing, on each Reinvestment Prepayment Date, Issuer shall apply an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event to prepay the Notes (together with any applicable premium). All Net Proceeds from Asset Sales shall be deposited in a Collateral Account pending repayment or reinvestment in accordance with the terms of this Section 2.2(c). Amounts to be applied in connection with prepayments made pursuant to this Section 2.2(c)(ii) shall be payable to each Purchaser in accordance with its respective Pro Rata Share; provided that any Purchaser may decline any such prepayment (collectively, the “Declined Amount”), in which case the Declined Amount shall be retained by Issuer. Each prepayment of the Notes under this Section 2.2(c)(ii) shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid. Issuer shall deliver to each Purchaser notice of each prepayment of Notes in whole or in part pursuant to this Section 2.2(c)(ii) not less than five (5) Business Days prior to the date on which it makes any mandatory prepayment; provided that the Borrower’s failure to deliver such notice shall not diminish, impair or otherwise affect the Borrower’s obligation to make any such mandatory prepayment as and when the circumstances requiring such mandatory prepayment have occurred. Each prepayment pursuant to this Section 10(a) (Mandatory Prepayments) shall be effected pursuant to Sections [3.03(c) and 3.13] of the Indenture (as applicable) and accompanied by a certificate signed by the Borrower’s Authorized Representative identifying the provision of this Agreement pursuant to which such prepayment shall be is being made (each, and containing a “Mandatory Prepayment Date”). Such notice shall set forth (i) calculation in reasonable detail of the Mandatory Prepayment Date, (ii) the aggregate amount of such prepayment, and (iii) the option of each Purchaser to (x) decline its share of such prepayment or (y) accept Declined Amounts. Any Purchaser that wishes to exercise its option to decline such prepayment or to accept Declined Amounts shall notify Issuer not later than three (3) Business Days prior to the Mandatory Prepayment Date. Issuer shall not, and shall not permit any of the Subsidiaries to, use any Net Proceeds received from any Asset Sale to repay any Junior Indebtedness.

Mandatory Prepayments. (iA) If Immediately upon the principal amount receipt by Parent or any of its Subsidiaries of the Notes is accelerated (including, but not limited to, upon the occurrence proceeds of a bankruptcy any voluntary or insolvency event involuntary sale or disposition by Parent or any of its Subsidiaries of property or assets (including the acceleration of claims by operation of law)casualty losses or condemnations), Issuer shall immediately pay to PurchasersBorrower shall, payable to each Purchaser in accordance with its respective Pro Rata Share, an amount equal subject to the sum of: (i) order of the Bankruptcy Court, prepay the outstanding principal amount of the Notes, plus (iiObligations in accordance with Section 2.4(d) accrued and unpaid interest thereon through the prepayment date, plus (iii) all other Obligations that are due and payable, including Purchasers’ Expenses and interest at the Default Rate, if applicable, with respect to any past due amounts. (ii) If on any date Issuer or any Subsidiary shall receive Net Proceeds from any Asset Sale, Issuer shall apply in an amount equal to one hundred percent (100%) of such Net ProceedsCash Proceeds (including condemnation awards and payments in lieu thereof) received by such Person in connection with such sales or dispositions. Nothing contained in this Section 2.4(c)(iii)(A) shall permit Parent or any of its Subsidiaries to sell or otherwise dispose of any property or assets other than in accordance with Section 7.4. (B) Immediately upon the receipt by Parent or any of its Subsidiaries of any Extraordinary Receipts, to Borrowers shall prepay the Notes; provided that, (1outstanding principal amount of the Obligations in accordance with Section 2.4(d) Issuer may deliver a Reinvestment Notice with respect to the percentage of such Net Proceeds in the Issuer Retention column below, and shall apply an amount equal to the percentage 100% of such Net Proceeds Extraordinary Receipts, net of any reasonable expenses incurred in collecting such Extraordinary Receipts.. (C) Immediately upon the issuance or incurrence by Parent or any of its Subsidiaries of any Indebtedness (other than Indebtedness permitted under Section 7.1) or the issuance by Parent or any of its Subsidiaries of any shares of Parent’s Stock or its Subsidiaries Stock (other than in the Note Repayment column below, to prepay the Notes: and (2) notwithstanding the foregoing, on each Reinvestment Prepayment Date, Issuer shall apply an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event to prepay the Notes (together with event that Parent or any applicable premium). All Net Proceeds from Asset Sales shall be deposited in of its Subsidiaries forms a Collateral Account pending repayment or reinvestment Subsidiary in accordance with the terms hereof, the issuance by such Subsidiary of Stock to Parent or such Subsidiary, as applicable), Borrowers 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 incurrence of Indebtedness or such issuance of Stock. The provisions of this Section 2.2(c). Amounts 2.4(c)(iii)(C) shall not be deemed to be applied implied consent to any such issuance or incurrence otherwise prohibited by the terms and conditions of this Agreement. (D) [Intentionally Deleted] (E) Simultaneously with the receipt by any Borrower of any tax refund or the proceeds of any judgment, settlement or other consideration of any kind in connection with prepayments made pursuant any cause of action arising under the Bankruptcy Code or otherwise, Borrower shall prepay the outstanding principal amount of the Obligations in an amount equal to 100% of the net proceeds received. (F) Without limiting any other provision of this Section 2.2(c)(ii) shall be payable to each Purchaser in accordance with its respective Pro Rata Share; provided that Agreement or any Purchaser may decline any such prepayment (collectively, the “Declined Amount”), in which case the Declined Amount shall be retained by Issuer. Each other Loan Document permitting or requiring prepayment of the Notes under this Section 2.2(c)(ii) shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid. Issuer shall deliver to each Purchaser notice of each prepayment of Notes Loans in whole or in part pursuant to this Section 2.2(c)(ii) not less than five (5) Business Days prior to part, Borrowers shall prepay the date such prepayment shall be made (eachObligations in full on March 16, a “Mandatory Prepayment Date”). Such notice shall set forth (i) 2009, in the Mandatory Prepayment Date, (ii) event that the aggregate amount of such prepayment, and (iii) the option of each Purchaser to (x) decline its share of such prepayment or (y) accept Declined Amounts. Any Purchaser that wishes to exercise its option to decline such prepayment or to accept Declined Amounts shall notify Issuer not later than three (3) Business Days prior to the Mandatory Prepayment Date. Issuer shall not, and Final Bankruptcy Court Order shall not permit any of the Subsidiaries to, use any Net Proceeds received from any Asset Sale to repay any Junior Indebtednesshave been entered on or before such date.

Mandatory Prepayments. (i) If In addition to Borrowers' obligation to pay the principal entire amount of the Notes is accelerated (including, but not limited to, Obligations upon the occurrence of a bankruptcy or insolvency event Revolving Commitment Termination Date, Borrowers shall also be jointly and severally required to prepay the Obligations as follows: (including A) Borrowers shall prepay the acceleration of claims by operation of law)), Issuer shall immediately pay to Purchasers, payable to each Purchaser Obligations (I) in accordance with its respective Pro Rata Share, an amount equal to the sum of: (i) the outstanding principal amount of the NotesNet Asset Sale Proceeds from Asset Sales of ABL Priority Collateral (other than the collection of Accounts and the sale or lease of Inventory in the Ordinary Course of Business) and (II) in the amount of all cash proceeds from the collection of Accounts or the sale or lease of Inventory in the Ordinary Course of Business. In addition, plus Borrowers shall prepay the Obligations in the amount of the Net Asset Sale Proceeds from Asset Sales of Notes Priority Collateral to the extent (iix) accrued such Net Asset Sale Proceeds are not required to be applied to the Senior Secured Notes or the Second Lien Obligations pursuant to the Intercreditor Agreement, as the case may be, and unpaid interest thereon through (y) such prepayment is otherwise permitted by the prepayment dateSenior Secured Notes Indenture and the Intercreditor Agreement; (B) Borrowers shall prepay the Obligations from (I) the Net Insurance/Condemnation Proceeds received by Agent or any Credit Party, plus as applicable paid in respect of any ABL Priority Collateral and (iiiII) all Net Insurance/Condemnation Proceeds to the extent (x) such Net Insurance/Condemnation Proceeds are not required to be applied to the Senior Secured Notes or the Second Lien Obligations pursuant to the Senior Secured Notes Indenture and the Intercreditor Agreement, as the case may be, and (y) such prepayment is otherwise permitted by the Senior Secured Notes Indenture and the Intercreditor Agreement; and (C) On the date of receipt by any Credit Party of any Cash proceeds from the incurrence of any Indebtedness of any Credit Party (other Obligations that are due and payable, including Purchasers’ Expenses and interest at the Default Rate, if applicable, than with respect to any past due amounts. (ii) If on any date Issuer Indebtedness permitted to be incurred pursuant to Section 6.1, including, without limitation, the Senior Secured Notes, the $125,000,000 Unsecured Debt, the Second Lien Obligations, or any Subsidiary the Subordinated Lien Obligations, if any), Borrowers shall receive Net Proceeds from any Asset Sale, Issuer shall apply prepay the Loans in an aggregate amount equal to one hundred percent (100%) % of such Net Proceedsproceeds, to prepay the Notes; provided that, (1) Issuer may deliver a Reinvestment Notice with respect to the percentage net of such Net Proceeds in the Issuer Retention column belowunderwriting discounts and commissions and other reasonable costs and expenses associated therewith, including reasonable legal fees and shall apply an amount equal to the percentage of such Net Proceeds in the Note Repayment column below, to prepay the Notes: and (2) notwithstanding the foregoing, on each Reinvestment Prepayment Date, Issuer shall apply an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event to prepay the Notes (together with any applicable premium). All Net Proceeds from Asset Sales shall be deposited in a Collateral Account pending repayment or reinvestment in accordance with the terms of this Section 2.2(c). Amounts expenses that are not otherwise required to be applied in connection with prepayments made to the Senior Secured Notes pursuant to this Section 2.2(c)(ii) shall be payable to each Purchaser in accordance with its respective Pro Rata Share; provided that any Purchaser may decline any such prepayment (collectively, the “Declined Amount”), in which case Senior Secured Notes Indenture and the Declined Amount shall be retained by Issuer. Each prepayment of the Notes under this Section 2.2(c)(ii) shall be accompanied by accrued interest $125,000,000 Unsecured Debt pursuant to the date of $125,000,000 Unsecured Debt Credit Agreement, as such prepayment agreements are in effect on the amount prepaid. Issuer shall deliver to each Purchaser notice of each prepayment of Notes in whole or in part pursuant to this Section 2.2(c)(ii) not 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 such prepayment, and (iii) the option of each Purchaser to (x) decline its share of such prepayment or (y) accept Declined Amounts. Any Purchaser that wishes to exercise its option to decline such prepayment or to accept Declined Amounts shall notify Issuer not later than three (3) Business Days prior to the Mandatory Prepayment Date. Issuer shall not, and shall not permit any of the Subsidiaries to, use any Net Proceeds received from any Asset Sale to repay any Junior Indebtednesshereof.

Mandatory Prepayments. (i) If Within five Business Days following the principal amount date of the Notes is accelerated (including, but not limited to, upon the occurrence receipt by any Loan Party of a bankruptcy or insolvency event (including the acceleration of claims by operation of law)), Issuer shall immediately pay to Purchasers, payable to each Purchaser in accordance with its respective Pro Rata Share, an amount equal to the sum of: (i) the outstanding principal amount of the Notes, plus (ii) accrued and unpaid interest thereon through the prepayment date, plus (iii) all other Obligations that are due and payable, including Purchasers’ Expenses and interest at the Default Rate, if applicable, with respect to any past due amounts. (ii) If on any date Issuer or any Subsidiary shall receive Net Cash Proceeds from any Asset SaleRecovery Event then, Issuer shall apply an amount equal to one hundred percent (100%) of such Net Proceeds, to prepay the Notes; provided that, (1) Issuer may deliver unless a Reinvestment Notice with shall be delivered in respect to the percentage of thereof within five Business Days following receipt, such Net Cash Proceeds shall be applied on such date toward the prepayment of the Term Loans and other amounts as set forth in the Issuer Retention column below, and shall apply an amount equal to the percentage of such Net Proceeds in the Note Repayment column below, to prepay the Notes: and (2) Section 2.10(b)(ii); provided that notwithstanding the foregoing, on each within three Business Days following any Reinvestment Prepayment Date, Issuer shall apply an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event to prepay the Notes (together with any applicable premium). All Net Proceeds from Asset Sales shall be deposited applied toward the prepayment of the Term Loans and other amounts as set forth in a Collateral Account pending repayment or reinvestment in accordance with the terms of this Section 2.2(c2.10(b)(ii). . (ii) Amounts to be applied in connection with prepayments made pursuant to this Section 2.2(c)(ii2.10(b) shall be payable applied to each Purchaser the prepayment of installments due in respect of the Term Loans in reverse order of maturity and in accordance with its respective Pro Rata Share; Sections 2.3 and 2.16(b) (provided that any Purchaser 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 retained distributed first, to the prepayment, on a pro rata basis, of the Term Loans held by IssuerTerm Lenders that have elected to accept such Declined Amounts; and second, to the extent of any residual, if no Term Loans remain outstanding, as directed by the Borrower. Each prepayment of the Notes Term Loans under this Section 2.2(c)(ii2.10(b) shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid. Issuer The Borrower shall deliver to the Administrative SF1 1952992 Agent and each Purchaser Term Lender notice of each prepayment of Notes Term Loans in whole or in part pursuant to this Section 2.2(c)(ii2.10(b) not 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 (iA) the Mandatory Prepayment Date, (iiB) the aggregate amount of such prepaymentprepayment with a calculation thereof in reasonable detail, (C) the Type of each Loan to be prepaid, and (iiiC) the option options of each Purchaser Term Lender to (x) decline or accept its share of such prepayment or and (y) to accept Declined Amounts. Any Purchaser Term Lender that wishes to exercise its option to decline such prepayment or to accept Declined Amounts shall notify Issuer the Administrative Agent by facsimile not later than three (3) Business Days prior to the Mandatory Prepayment Date. Issuer . (iii) No prepayment premium or penalty shall not, and shall not permit be payable in respect of any of the Subsidiaries to, use any Net Proceeds received from any Asset Sale mandatory prepayments made pursuant to repay any Junior Indebtednessthis Section 2.10(b).

Mandatory Prepayments. (ia) If In the principal amount event of any termination in full of all the Notes is accelerated (includingRevolving Commitments, but not limited tothe Borrowers shall, upon on the occurrence date of a bankruptcy such termination, repay or insolvency event (including the acceleration prepay all its outstanding Revolving Borrowings and replace all its outstanding Letters of claims by operation of law)), Issuer shall immediately pay to Purchasers, payable to each Purchaser in accordance with its respective Pro Rata Share, Credit and/or deposit an amount equal to the sum of: Revolving L/C Exposure in cash in a cash collateral account established with the Administrative Agent for the benefit of the Revolving Lenders and the Issuing Bank. If as a result of any partial reduction of the Revolving Commitments the Aggregate Revolving Exposure would exceed the Total Revolving Commitment, after giving effect thereto, then the Borrowers shall, on the date of such reduction, repay or prepay Revolving Borrowings and/or cash collateralize Letters of Credit in an amount sufficient to eliminate such excess. Each prepayment under this Section 2.13(a) shall be made on a pro rata basis among the Revolving Commitments based on the Pro Rata Percentages of each Lender. (ib) In the event that the Parent Borrower or any Restricted Subsidiary is required to make a mandatory prepayment of Term Loans pursuant to Section 6.04(e) with Excess Proceeds, the Borrowers shall make such prepayment within ten (10) Business Days following the date set forth in such Section 6.04(e); provided that, if at the time that any such prepayment would be required, the Borrowers are required to, or are required to offer to, repurchase, redeem, repay or prepay Indebtedness secured on a pari passu basis with the Guaranteed Obligations and constitute Priority Lien Obligations (as defined in the Collateral Trust Agreement) (any such Indebtedness, “Other Applicable Indebtedness”), then the Borrowers may apply the Excess Proceeds to redeem, repurchase, repay or prepay Term Loans and Other Applicable Indebtedness on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of such applicable Term Loans and Other Applicable Indebtedness at such time); provided, however, that the Notesportion of such Excess Proceeds allocated to the Other Applicable Indebtedness will not exceed the amount of such Excess Proceeds required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, plus (ii) accrued and unpaid interest thereon through the remaining amount, if any, of such Excess Proceeds will be allocated to the prepayment date, plus of the Term Loans (iii) all other Obligations that are due and payable, including Purchasers’ Expenses and interest at the Default Rate, if applicable, with respect to any past due amounts. (ii) If on any date Issuer or any Subsidiary shall receive Net Proceeds from any Asset Sale, Issuer shall apply an amount equal to one hundred percent (100%) of such Net Proceeds, to prepay the Notes; provided that, (1) Issuer may deliver a Reinvestment Notice with respect to the percentage of such Net Proceeds in the Issuer Retention column below, and shall apply an amount equal to the percentage of such Net Proceeds in the Note Repayment column below, to prepay the Notes: and (2) notwithstanding the foregoing, on each Reinvestment Prepayment Date, Issuer shall apply an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event to prepay the Notes (together with any applicable premium). All Net Proceeds from Asset Sales shall be deposited in a Collateral Account pending repayment or reinvestment in accordance with the terms hereof) and to the repurchase or repayment of this Section 2.2(c). Amounts to be applied in connection with prepayments made Other Applicable Indebtedness, and the amount of the prepayment of the Term Loans that would have otherwise been required pursuant to this Section 2.2(c)(ii2.12(b) shall be payable reduced accordingly; provided, further, that to each Purchaser in accordance the extent the holders of Other Applicable Indebtedness decline to have such Indebtedness repurchased, redeemed, repaid or prepaid with its respective Pro Rata Share; provided that any Purchaser may decline any such prepayment (collectivelyamount, the “Declined Amount”), declined amount of such prepayment amount will promptly (and in which case the Declined Amount shall be retained by Issuer. Each prepayment of the Notes under this Section 2.2(c)(iiany event within ten (10) shall be accompanied by accrued interest to Business Days after the date of such rejection) be applied to prepay the Term Loans in accordance with the terms hereof (to the extent such prepayment on amount would otherwise have been required to be so applied if such Other Applicable Indebtedness was not then outstanding). (c) The Parent Borrower shall notify the amount prepaid. Issuer shall deliver to each Purchaser notice Administrative Agent in writing of each any mandatory prepayment of Notes in whole or in part Term Loans required to be made pursuant to this Section 2.2(c)(ii2.13(b) not 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 such prepayment, and (iii) the option of each Purchaser to (x) decline its share of such prepayment or (y) accept Declined Amounts. Any Purchaser that wishes to exercise its option to decline such prepayment or to accept Declined Amounts shall notify Issuer not later than at least three (3) Business Days prior to the Mandatory Prepayment Datedate of such prepayment. Issuer Each such notice shall notspecify the date of such prepayment and provide a reasonably detailed calculation of the amount of such prepayment. The Administrative Agent will promptly notify each applicable Term Lender of the contents of such Borrower’s prepayment notice and of such Term Lender’s pro rata share of such prepayment, following which, (A) each applicable Term Lender will have the right to refuse such prepayment by giving written notice of such refusal to the Administrative Agent within one Business Day after such L▇▇▇▇▇’s receipt of notice from the Administrative Agent of such offer of prepayment (“Declined Proceeds”) (in which case such Borrower shall not prepay any Term Loans of such Lender on the date that is specified in clause ‎(B) below), (B) such Borrower will make all such prepayments not so refused upon the fourth Business Day after delivery of notice by the Parent Borrower pursuant to ‎Section 2.05(b)(vi) and (C) any Declined Proceeds may be retained by the Borrowers. (d) At the time of each prepayment, reduction or cash collateralization required under Section 2.13(a), the applicable Borrower shall deliver to the Administrative Agent and the applicable Issuing Bank a certificate signed by a Financial Officer of such Borrower setting forth in reasonable detail the calculation of the amount of such prepayment, reduction or cash collateralization. Each notice of reduction or cash collateralization shall specify the reduction or cash collateralization date, the Type and Class of each Loan being prepaid and the principal amount of each Loan (or portion thereof) to be prepaid and the amount of any reduction of Revolving Commitments. (e) Each mandatory prepayment of Term Loans pursuant to Section 2.13(b) will be applied as directed by the Borrowers in their sole and absolute discretion (or, in the case of no such direction, pro rata to each of the Classes of Term Loans) and within each Class of Term Loans subject to such prepayment prepayments will be applied to the remaining scheduled amortization payments of such applicable Class of Term Loans as directed by the Borrowers in their sole and absolute discretion (or in the absence of such direction, in direct order of maturity, to the amortization payments of such applicable Class of Term Loans and ratably to the Term Loans of such Class included in the prepaid Borrowing); provided that, if no Term Lenders exercise the right to decline a mandatory prepayment of the Term Loans pursuant to Section 2.13(c) then, with respect to any such mandatory prepayment, the amount of such mandatory prepayment will be applied first to Term Loans that are ABR Loans to the full extent thereof before application to Term Loans that are SOFR Loans in a manner that minimizes the amount of any payments required to be made by the Borrowers pursuant to Section 2.16; provided, however, that any prepayment due under this Section 2.13, other than prepayments under Sections 2.13(a), may, at the Borrowers’ option, be made at the end of the next applicable Interest Period; provided, further, that any prepayment of New Term Loans or Refinancing Term Loans will be applied in the order specified in the applicable Joinder Agreement. (f) All prepayments of Borrowings or reductions of Revolving Commitments pursuant to this Section 2.13 shall be accompanied by accrued and unpaid interest on the principal amount to be paid to but excluding the date of payment and shall not permit be subject to Section 2.16, but shall otherwise be without premium or penalty. (g) Notwithstanding any provisions of this Section 2.13 to the contrary: (i) to the extent that any or all of the Subsidiaries to, use any Net Proceeds received from of any Asset Sale by a Foreign Subsidiary or attributable to repay a Foreign Subsidiary giving rise to a mandatory prepayment pursuant to Section 2.13(b) are prohibited or delayed by (i) applicable local law (including laws related to financial assistance, corporate benefit, thin capitalization, capital maintenance, liquidity maintenance and similar legal principles, and in respect of restrictions on upstreaming of cash intra-group and the fiduciary and statutory duties of the Board of Directors of the applicable Restricted Subsidiaries) or (ii) material organizational document or other contractual restrictions as a result of minority ownership or in any Junior Indebtednessmaterial agreements, in each case, from being repatriated to the United States, the portion of such Net Proceeds so affected will not be required to be applied to prepay Term Loans at the times provided in this Section 2.13(b), but may be retained by the applicable Foreign Subsidiary for so long, but only so long, as the applicable local law or restriction will not permit repatriation to the United States. Once such repatriation of any of such affected Net Proceeds is permitted under the applicable local law or restriction, such repatriation will be effected promptly and such repatriated Net Proceeds will be promptly applied (net of additional Taxes payable or reserved against as a result thereof) to the prepayment of the Term Loans pursuant to Section 2.13(b) to the extent provided herein; provided that, the Borrowers hereby agree, and will cause any applicable Subsidiary, to promptly take all commercially reasonable actions required by applicable local law to permit any such repatriation; or (ii) to the extent that the Parent Borrower has reasonably determined in good faith that repatriation of any or all of the Net Proceeds of any Asset Sale by a Foreign Subsidiary or attributable to a Foreign Subsidiary giving rise to a prepayment event pursuant to Section 2.13(b) would have material adverse Tax consequences to the Parent Borrower or any of its Subsidiaries, the Net Proceeds so affected will not be required to be applied to prepay Term Loans at the times provided in Section 2.13(b), but may be retained by the Parent Borrower or the applicable Subsidiary without being repatriated; provided that, in the case of this subclause (ii), on or before the date on which any such Net Proceeds so retained would otherwise have been required to be applied to reinvestments or prepayments pursuant to Section 2.13(b): (a) the applicable Borrower applies an amount equal to such Net Proceeds to such reinvestments or prepayments, as applicable, as if such Net Proceeds had been received by the Borrowers rather than such Foreign Subsidiary, less the amount of additional taxes that would have been payable or reserved against if such Net Proceeds had been repatriated (or, if less, the Net Proceeds that would be calculated if received by such Foreign Subsidiary); or (b) such Net Proceeds are applied towards the permanent extinguishment (including, in the case of a revolving facility, a permanent reduction of commitments only) of Indebtedness of any Subsidiary. For purposes of this Section 2.13(g), references to “law” mean, with respect to any Person, (1) the common law and any federal, state, local, foreign, multinational or international statutes, laws, treaties, judicial decisions, standards, rules and regulations, guidances, guidelines, ordinances, rules, judgments, writs, orders, decrees, codes, plans, injunctions, permits, concessions, grants, franchises, governmental agreements and governmental restrictions (including administrative or judicial precedents or authorities), in each case whether now or hereafter in effect, and (2) the interpretation or administration thereof by, and other determinations, directives, requirements or requests of, any Governmental Authority, in each case whether or not having the force of law and that are applicable to or binding upon such Person or any of its property or to which such Person or any of its property is subject.

Mandatory Prepayments. (i) If the principal amount Any Disposition of the Notes is accelerated (including, but not limited to, upon the occurrence all or any part of a bankruptcy Project or insolvency event (including the acceleration other Collateral that is not permitted by this Agreement and does not result in Payment in Full of claims by operation of law)), Issuer all Obligations shall immediately pay to Purchasers, payable to each Purchaser be in accordance with its respective Pro Rata ShareSection 2.17 ▇▇▇▇-▇▇▇▇-▇▇▇▇\14 hereof and shall require (x) the prior written consent of the Required Lenders, such consent to be in their sole and absolute discretion, and (y) Borrowers to prepay the Loan upon the consummation of such Disposition in an aggregate principal amount equal to the sum of: (i) the outstanding principal amount Release Price of the NotesProposed Released Collateral, plus (ii) together with all accrued and unpaid interest thereon through and the prepayment date, plus applicable Yield Maintenance Amount due and payable in respect thereof (such prepayments to be applied as set forth in clause (iii) all other Obligations that are due and payablebelow). Each such prepayment shall be paid to the Administrative Agent, including Purchasers’ Expenses and interest at on behalf of the Default Rate, if applicable, with respect to any past due amountsLenders. (ii) If on any date Issuer or any Subsidiary Borrowers shall receive Net Proceeds from any Asset Sale, Issuer shall apply prepay the Loan in an amount equal to one hundred percent 100% of the Loss Proceeds Prepayment Amount (100%) but without any Yield Maintenance Amount or similar prepayment charge being due and owing). Each such prepayment shall be paid to the Administrative Agent, on behalf of such Net Proceeds, to prepay the Notes; provided that,Lenders. (1iii) Issuer may deliver a Reinvestment Notice with respect to the percentage of such Net Proceeds in the Issuer Retention column below, and shall apply an amount equal to the percentage of such Net Proceeds in the Note Repayment column below, to prepay the Notes: and (2) notwithstanding the foregoing, on each Reinvestment Prepayment Date, Issuer shall apply an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event to prepay the Notes (together with any applicable premium). All Net Proceeds from Asset Sales shall be deposited in a Collateral Account pending repayment or reinvestment in accordance with the terms of this Section 2.2(c). Amounts to be applied in connection with prepayments made pursuant to this Section 2.2(c)(ii) shall be payable to each Purchaser in accordance with its respective Pro Rata Share; provided that any Purchaser may decline any such prepayment (collectively, the “Declined Amount”), in which case the Declined Amount shall be retained by Issuer. Each prepayment of the Notes under Loan pursuant to the provisions of this Section 2.2(c)(ii2.03(b) shall and Section 7.17 shall: (A) occur on a Business Day; (B) be accompanied by (1) all interest accrued interest to the date of such prepayment on the portion of the principal amount being prepaid. Issuer , (2) solely with respect to clause (b)(i), if such prepayment occurs on or prior to a Yield Maintenance Termination Date, the applicable Yield Maintenance Amount, if any, with respect to such principal amount being prepaid, and (3) any other amounts then due and payable under this Agreement with respect to the Loan, including any amounts payable pursuant to Article III and Section 10.04; and (C) Borrowers shall deliver to the Administrative Agent a written notice as many days prior to the date proposed for such prepayment as possible (but, in each Purchaser notice of each case other than a mandatory prepayment of Notes as provided for in whole or in part pursuant to this Section 2.2(c)(ii2.03(b)(ii) not hereof, with no less than five (5) Business Days prior to Days’ notice). Each such notice shall specify (1) the date Business Day on which such prepayment shall will be made and (each, a “Mandatory Prepayment Date”). Such notice shall set forth (i) the Mandatory Prepayment Date, (ii2) the aggregate unpaid principal amount of the Loan to be prepaid. Following its receipt of such notice the Administrative Agent will calculate all interest at the then current Applicable Rate that will be accrued through the date of such prepayment and the Yield Maintenance Amount, if any, to be paid on the date of such prepayment, and (iii) any other out-of-pocket third-party fees and expenses incurred by the option of each Purchaser to (x) decline its share Administrative Agent in connection with such prepayment and will notify Borrowers of such amounts. Each such prepayment of the Loan and other amounts payable in connection with such prepayment shall be allocated among all Lenders in proportion to the Obligations owing to them. ▇▇▇▇-▇▇▇▇-▇▇▇▇\14 (iv) The Lenders may elect, in their sole and absolute discretion, not to accept any prepayment required under clauses (b)(i) or (yb)(ii) accept Declined Amounts. Any Purchaser that wishes of this Section (or any portion thereof) by providing notice to exercise its option the Administrative Agent who shall then promptly provide notice to decline Borrowers, in which case, such prepayment (or to accept Declined Amounts shall notify Issuer not later than three (3any portion thereof) Business Days prior to the Mandatory Prepayment Date. Issuer shall not, and shall not permit be required under clauses (b)(i) or (b)(ii) of this Section; provided that such election by the Lenders shall only apply to such instance of prepayment (or any portion thereof) and not for future prepayments clauses (b)(i) or (b)(ii) of the Subsidiaries to, use any Net Proceeds received from any Asset Sale to repay any Junior Indebtednessthis Section thereafter.

Mandatory Prepayments. (i) If Immediately upon the principal amount receipt by Parent or any of its Subsidiaries of the Notes is accelerated (includingproceeds of any Permitted Kasco Sale Transaction, but not limited to, upon the occurrence of a bankruptcy or insolvency event (including the acceleration of claims by operation of law)), Issuer Borrowers shall immediately pay to Purchasers, payable to each Purchaser in accordance with its respective Pro Rata Share, an amount equal to the sum of: (i) prepay the outstanding principal amount of the NotesObligations, plus (iithe Working Capital Indebtedness and the Subordinated Indebtedness, as the case may be, in accordance with SECTION 2.3(E)(I) accrued and unpaid interest thereon through in an aggregate amount equal to 100% of the prepayment date, plus (iiiNet Cash Proceeds received by Parent or its Subsidiaries in connection with such sale. Nothing contained in this SECTION 2.3(D)(I) all shall permit Parent or any of its Subsidiaries to sell or otherwise dispose of any property or assets other Obligations that are due and payable, including Purchasers’ Expenses and interest at than in accordance the Default Rate, if applicable, with respect to any past due amountsrequirements of the definition of Permitted Kasco Sale Transaction or as otherwise permitted hereunder. (ii) If on any date Issuer Immediately upon the receipt by Parent or any Subsidiary of its Subsidiaries of the proceeds of any voluntary or involuntary sale or disposition by Parent 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 or any Permitted Kasco Sale Transaction), Borrowers shall receive Net Proceeds from any Asset Sale, Issuer shall apply prepay the outstanding principal amount of the Obligations in accordance with SECTION 2.3(E)(II) in an amount equal to one hundred percent 100% of the Net Cash Proceeds (100%including condemnation awards and payments in lieu thereof) received by Parent or its Subsidiaries in connection with such sales or dispositions; PROVIDED that, so long as (A) no Default or Event of 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 such Net Proceedssale or disposition, casualty loss or condemnation, or the cost of purchase or construction of other assets useful in the business of Borrowers or their Subsidiaries, (C) the monies are held in a cash collateral account in which Agent (or, so long as the Working Capital Credit Agreement is in effect, Working Capital Agent, acting as agent for the Agent) has a perfected first-priority security interest, and (D) Borrowers or their Subsidiaries, as applicable, complete such replacement, purchase, or construction within 180 days after the initial receipt of such monies, Borrowers and their 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 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 2.3(E)(II). Nothing contained in this SECTION 2.3(D)(II) shall permit Parent or any of its Subsidiaries to sell or otherwise dispose of any property or assets other than in accordance with SECTION 6.4. (iii) Immediately upon the receipt by Parent or any of its Subsidiaries of any Extraordinary Receipts, Borrowers shall prepay the Notes; provided that, (1outstanding principal amount of the Obligations in accordance with SECTION 2.3(E)(II) Issuer may deliver a Reinvestment Notice with respect to the percentage of such Net Proceeds in the Issuer Retention column below, and shall apply an amount equal to the percentage 100% of such Net Proceeds 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 permitted under SECTION 6.1(A), (B), (C), (D), or (E)) or the issuance by Parent or any of its Subsidiaries of any shares of Parent's or its Subsidiaries' Stock (other than (A) the issuance of Stock under an employee stock option or incentive plan of any Loan Party to the extent permitted hereunder or (B) in the Note Repayment column below, to prepay the Notes: and (2) notwithstanding the foregoing, on each Reinvestment Prepayment Date, Issuer shall apply an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event to prepay the Notes (together with event that Parent or any applicable premium). All Net Proceeds from Asset Sales shall be deposited in Subsidiary of Parent forms a Collateral Account pending repayment or reinvestment Subsidiary in accordance with the terms hereof, the issuance by such Subsidiary of this Section 2.2(cStock to Parent or such Subsidiary, as applicable). Amounts , Borrowers shall prepay the outstanding principal amount of the Obligations in accordance with SECTION 2.3(E)(II) in an amount equal to be applied 100% of the Net Cash Proceeds received by Parent or its Subsidiaries in connection with prepayments made pursuant to such issuance or incurrence. The provisions of this Section 2.2(c)(iiSECTION 2.3(D)(IV) shall not be payable deemed to each Purchaser in accordance with its respective Pro Rata Share; provided that any Purchaser may decline be implied consent to any such prepayment (collectively, issuance or incurrence otherwise prohibited by the “Declined Amount”), in which case the Declined Amount shall be retained by Issuer. Each prepayment terms and conditions of the Notes under this Section 2.2(c)(ii) shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid. Issuer shall deliver to each Purchaser notice of each prepayment of Notes in whole or in part pursuant to this Section 2.2(c)(ii) not 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 such prepayment, and (iii) the option of each Purchaser to (x) decline its share of such prepayment or (y) accept Declined Amounts. Any Purchaser that wishes to exercise its option to decline such prepayment or to accept Declined Amounts shall notify Issuer not later than three (3) Business Days prior to the Mandatory Prepayment Date. Issuer shall not, and shall not permit any of the Subsidiaries to, use any Net Proceeds received from any Asset Sale to repay any Junior IndebtednessAgreement.

Mandatory Prepayments. (a) In the event of the termination of all the Revolving Credit Commitments by the Borrower pursuant to Section 2.09, the Borrower shall, on the date of such termination, repay or prepay all outstanding Revolving Credit Borrowings and all outstanding Swingline Loans and replace or cause to be canceled (or make other arrangements satisfactory to the Administrative Agent and the Issuing Bank with respect to) all outstanding Letters of Credit. If, after giving effect to any partial reduction of the Revolving Credit Commitments by the Borrower pursuant to Section 2.09, the aggregate Revolving Credit Exposure would exceed the total Revolving Credit Commitments, then the Borrower shall, on the date of such reduction, repay or prepay Revolving Credit Borrowings or Swingline Loans (or a combination thereof), and, after the Revolving Credit Borrowings and Swingline Loans shall have been repaid or prepaid in full, replace or cause to be canceled (or make other arrangements satisfactory to the Administrative Agent and the Issuing Bank with respect to) Letters of Credit, in an amount sufficient to eliminate any such excess. (b) The Borrower shall deliver to the Administrative Agent, at the time of each prepayment required under this Section, (i) If 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 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 and shall be substantially in the Notes is accelerated (including, but not limited to, upon the occurrence form of a bankruptcy Exhibit G or insolvency event (including the acceleration of claims by operation of law)), Issuer such other form as shall immediately pay to Purchasers, payable to each Purchaser in accordance with its respective Pro Rata Share, an amount equal be acceptable to the sum of: (i) the outstanding principal amount of the Notes, plus (ii) accrued and unpaid interest thereon through the prepayment date, plus (iii) all other Obligations that are due and payable, including Purchasers’ Expenses and interest at the Default Rate, if applicable, with respect to any past due amounts. (ii) If on any date Issuer or any Subsidiary shall receive Net Proceeds from any Asset Sale, Issuer shall apply an amount equal to one hundred percent (100%) of such Net Proceeds, to prepay the Notes; provided that, (1) Issuer may deliver a Reinvestment Notice with respect to the percentage of such Net Proceeds in the Issuer Retention column below, and shall apply an amount equal to the percentage of such Net Proceeds in the Note Repayment column below, to prepay the Notes: and (2) notwithstanding the foregoing, on each Reinvestment Prepayment Date, Issuer shall apply an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event to prepay the Notes (together with any applicable premium)Administrative Agent. All Net Proceeds from Asset Sales shall be deposited in a Collateral Account pending repayment or reinvestment in accordance with the terms prepayments of this Section 2.2(c). Amounts to be applied in connection with prepayments made pursuant to this Section 2.2(c)(ii) shall be payable to each Purchaser in accordance with its respective Pro Rata Share; provided that any Purchaser may decline any such prepayment (collectively, the “Declined Amount”), in which case the Declined Amount shall be retained by Issuer. Each prepayment of the Notes Borrowings under this Section 2.2(c)(ii) shall be subject to Section 2.15, but otherwise 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 such prepayment on the amount prepaid. Issuer shall deliver to each Purchaser notice of each prepayment of Notes in whole or in part pursuant to this Section 2.2(c)(ii) not 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 such prepayment, and (iii) the option of each Purchaser to (x) decline its share of such prepayment or (y) accept Declined Amounts. Any Purchaser that wishes to exercise its option to decline such prepayment or to accept Declined Amounts shall notify Issuer not later than three (3) Business Days prior to the Mandatory Prepayment Date. Issuer shall not, and shall not permit any of the Subsidiaries to, use any Net Proceeds received from any Asset Sale to repay any Junior Indebtednesspayment.

Mandatory Prepayments. (a) Not later than one Business Day following the completion of (i) If the principal amount of the Notes is accelerated any Asset Sale (including, but not limited to, upon other than an Excluded Asset Sale) or (ii) the occurrence of a bankruptcy or insolvency event (including any Recovery Event, the acceleration of claims by operation of law)), Issuer shall immediately pay to Purchasers, payable to each Purchaser in accordance with its respective Pro Rata Share, an amount equal to the sum of: (i) the outstanding principal amount of the Notes, plus (ii) accrued and unpaid interest thereon through the prepayment date, plus (iii) all other Obligations that are due and payable, including Purchasers’ Expenses and interest at the Default Rate, if applicable, with respect to any past due amounts. (ii) If on any date Issuer or any Subsidiary shall receive Net Proceeds from any Asset Sale, Issuer shall apply an amount equal to one hundred percent (100%) of such Net Proceeds, to prepay the Notes; provided that, (1) Issuer may deliver a Reinvestment Notice with respect to the percentage of such Net Proceeds in the Issuer Retention column below, and Borrowers shall apply an amount equal to the percentage Required Prepayment Percentage of such the Net Cash Proceeds in the Note Repayment column below, received with respect thereto to prepay the Notes: andoutstanding Loans in accordance with Section 2.11. (2b) notwithstanding Not later than one Business Day following Borrower’s issuance or other incurrence of Indebtedness of any such Borrower (other than Indebtedness permitted pursuant to Section 6.01), the foregoing, on each Reinvestment Prepayment Date, Issuer Borrowers shall apply an amount equal to the Reinvestment Required Prepayment Amount with respect to the relevant Reinvestment Event Percentage of such net Cash Proceeds to prepay the Notes (together with any applicable premium). All Net Proceeds from Asset Sales shall be deposited in a Collateral Account pending repayment or reinvestment outstanding Loans in accordance with Section 2.11. (c) Not later than one Business Day following the terms completion of this Section 2.2(c). Amounts any Equity Issuance, the Borrowers shall apply an amount equal to be applied in connection with prepayments made pursuant the Required Prepayment Percentage of such Net Cash Proceeds to this Section 2.2(c)(ii) shall be payable to each Purchaser prepay outstanding Loans in accordance with its respective Pro Rata Share; provided that any Purchaser may decline any Section 2.11. (d) The Borrowers shall deliver to the Administrative Agent, at the time of each prepayment required under this Section 2.10, (i) a certificate signed by a Responsible Officer of the Borrowers setting forth in reasonable detail the calculation of the amount of such prepayment and (collectivelyii) to the extent practicable, at least three days prior written notice. Each notice of prepayment shall specify the prepayment date and the principal amount of each Loan (or portion thereof) to be prepaid, in each case in accordance with Section 2.11. In the event that the Borrowers shall subsequently determine that the actual amount received exceeded the amount set forth in such certificate, the “Declined Amount”), in which case the Declined Amount Borrowers shall be retained by Issuer. Each promptly make an additional prepayment of the Notes under this Loans in accordance with Section 2.2(c)(ii2.11 in an amount equal to such excess, and the Borrowers shall concurrently therewith deliver to the Administrative Agent a certificate of a Financial Officer demonstrating the derivation of such excess. (e) Any such prepayment or repayment of Loans shall be accompanied by accrued interest the applicable Administrative Fee and the Yield Maintenance Premium (or applicable part thereof in the event of a partial repayment) attributable to the date of such prepayment on the amount prepaid. Issuer shall deliver to each Purchaser notice of each prepayment of Notes in whole or in part pursuant to this Section 2.2(c)(ii) not 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 such prepayment, and (iii) the option of each Purchaser to (x) decline its share of such prepayment or (y) accept Declined Amounts. Any Purchaser that wishes to exercise its option to decline such prepayment or to accept Declined Amounts shall notify Issuer not later than three (3) Business Days prior to the Mandatory Prepayment Date. Issuer shall not, and shall not permit any of the Subsidiaries to, use any Net Proceeds received from any Asset Sale to repay any Junior Indebtednessamount.

Mandatory Prepayments. (i) If the principal amount of the Notes is accelerated (including, but not limited to, upon the occurrence of a bankruptcy or insolvency event (including the acceleration of claims by operation of law)), Issuer shall immediately pay to Purchasers, payable to each Purchaser in accordance with its respective Pro Rata Share, an amount equal to the sum of: (i) the outstanding principal amount of the Notes, plus (ii) accrued and unpaid interest thereon through the prepayment date, plus (iii) all other Obligations that are due and payable, including Purchasers’ Expenses and interest at the Default Rate, if applicable, with respect to any past due amounts[Reserved]. (ii) [Reserved]. (iii) [Reserved]. (iv) [Reserved]. (v) [Reserved]. (vi) [Reserved]. (vii) If on any date Issuer or any Subsidiary shall receive Net Proceeds from any Asset Sale, Issuer shall apply the Administrative Agent notifies the Borrower that the Revolving Credit Exposure at such time exceeds an amount equal to one hundred percent (100%) % of such Net Proceeds, to prepay the Notes; provided that, (1) Issuer may deliver a Reinvestment Notice with respect to the percentage of such Net Proceeds Revolving Credit Commitments then in the Issuer Retention column below, and shall apply an amount equal to the percentage of such Net Proceeds in the Note Repayment column below, to prepay the Notes: and effect within two (2) notwithstanding Business Days after receipt of such notice, the foregoing, on each Reinvestment Prepayment Date, Issuer Borrower shall apply prepay Revolving Credit Loans and/or the Borrower shall Cash Collateralize the L/C Obligations in an aggregate amount sufficient to reduce such amount outstanding as of such date of payment to an amount equal not to exceed 100% of the Reinvestment Prepayment Amount with Revolving Credit Commitments. (viii) [Reserved]. (ix) With respect to each prepayment of Revolving Credit Loans and Extended Revolving Credit Loans elected by the relevant Reinvestment Event Borrower pursuant to prepay Section 2.05(a), the Notes Borrower may designate (together with any applicable premium). All Net Proceeds from Asset Sales shall be deposited in a Collateral Account pending repayment or reinvestment in accordance with i) the terms Class and Types of this Section 2.2(c). Amounts Loans that are to be applied in connection with prepayments prepaid and the specific Borrowing(s) pursuant to which made and (ii) the Revolving Credit Loans or Extended Revolving Credit Loans to be prepaid; provided that (x) Eurocurrency RateTerm SOFR Loans may be designated for prepayment pursuant to this Section 2.2(c)(ii2.05(b) only on the last day of an Interest Period applicable thereto unless all Eurocurrency RateTerm SOFR Loans with Interest Periods ending on such date of required prepayment and all Base Rate Loans have been paid in full; (y) each prepayment of any Loans made pursuant to a Borrowing shall be payable to each Purchaser in accordance with its respective Pro Rata Share; provided applied pro rata among such Loans of such Class (except that any Purchaser may decline any prepayment made in connection with a reduction of the Commitments of such prepayment (collectively, the “Declined Amount”), in which case the Declined Amount Class pursuant to Section 2.06 shall be retained by Issuer. Each prepayment of the Notes under this Section 2.2(c)(ii) shall be accompanied by accrued interest to the date of such prepayment applied pro rata based on the amount prepaid. Issuer shall deliver to each Purchaser notice of the reduction in the Commitments of such Class of each prepayment of Notes in whole or in part pursuant to this Section 2.2(c)(ii) not less than five (5) Business Days prior to the date such prepayment shall be made (each, a “Mandatory Prepayment Date”applicable Lender). Such notice shall set forth (i) the Mandatory Prepayment Date, (ii) the aggregate amount of such prepayment, ; and (iiiz) notwithstanding the provisions of the preceding clause (y), at the option of each Purchaser the Borrower, no prepayment made pursuant to (xSection 2.05(a) decline its share of such prepayment Revolving Credit Loans or (y) accept Declined Amounts. Any Purchaser that wishes to exercise its option to decline such prepayment or to accept Declined Amounts Extended Revolving Credit Loans shall notify Issuer not later than three (3) Business Days prior be applied to the Mandatory Prepayment DateLoans of any Defaulting Lender. Issuer shall notIn the absence of a designation by the Borrower as described in the preceding sentence, and shall not permit the Administrative Agent shall, subject to the above, make such designation in a manner that minimizes the amount of any of payments required to be made by the Subsidiaries to, use any Net Proceeds received from any Asset Sale Borrower pursuant to repay any Junior IndebtednessSection 3.05.

Mandatory Prepayments. (ia) If No later than the principal amount third Business Day following the receipt of Net Cash Proceeds in respect of any Asset Sale (other than Asset Sales permitted under Sections 6.05(b)(i) or (b)(ii), the Borrower shall apply 100% of the Notes is accelerated (including, but not limited to, upon the occurrence of a bankruptcy or insolvency event (including the acceleration of claims by operation of law)), Issuer shall immediately pay Net Cash Proceeds received with respect thereto to Purchasers, payable to each Purchaser make prepayments in accordance with its respective Pro Rata ShareSection 2.13(d); provided that, an amount equal to so long as no Event of Default shall have occurred and be continuing, no prepayments shall be required from (and the sum of: (iamounts in the preceding sentence shall not include) the outstanding principal amount Net Cash Proceeds of the Notes, plus (ii) accrued and unpaid interest thereon through the prepayment date, plus (iii) all other Obligations that are due and payable, including Purchasers’ Expenses and interest at the Default Ratesuch Asset Sale, if applicablethe Borrower reinvests such Net Cash Proceeds in like assets, with respect to any past due amountsfinancial assets, or other financial services investment strategies within 365 days of its receipt of such Net Cash Proceeds. (iib) If on any date Issuer In the event that the Borrower or any Subsidiary shall receive Net Cash Proceeds from the issuance or incurrence of Indebtedness for money borrowed of the Borrower or any Asset SaleSubsidiary (other than a Fund GP, Issuer shall with respect to the incurrence of Indebtedness by a Fund or a Fund Related Entity, and 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 Business Day next following) the receipt of such Net Cash Proceeds by the Borrower or such Subsidiary, apply an amount equal to one hundred percent (100%) % of such Net Proceeds, Cash Proceeds to prepay the Notes; provided that,make prepayments in accordance with Section 2.13(d). (1c) Issuer may deliver a Reinvestment Notice In the event that the Borrower receives any Specified Equity Contribution permitted pursuant to Section 6.17, the Borrower shall, substantially simultaneously with respect to (and in any event not later than the percentage Business Day next following) the receipt of such Net Proceeds in the Issuer Retention column belowSpecified Equity Contribution, and shall apply an amount equal to the percentage 100% of such Net Proceeds in the Note Repayment column below, Specified Equity Contribution to prepay the Notes: and (2) notwithstanding the foregoing, on each Reinvestment Prepayment Date, Issuer shall apply an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event to prepay the Notes (together with any applicable premium). All Net Proceeds from Asset Sales shall be deposited in a Collateral Account pending repayment or reinvestment make prepayments in accordance with the terms of this Section 2.2(c2.13(d). . (d) Amounts to be applied in connection with prepayments made pursuant to clauses (a) and (c) of this Section 2.2(c)(ii2.13 shall (i) shall be payable applied to each Purchaser in accordance with its respective Pro Rata Share; provided that any Purchaser may decline any such prepayment (collectively, the “Declined Amount”), in which case the Declined Amount shall be retained by Issuer. Each prepayment of the Notes Term Loans and the Other Term Loans, (ii) be allocated pro rata between the Term Loans and the Other Term Loans and (iii)(A) with respect to the Term Loans, be applied, first, to the next succeeding four scheduled installments of principal due in respect of the Term Loans under Section 2.11 in direct order of maturity and, thereafter, pro rata to the remaining scheduled installments of principal due in respect of the Term Loans under Section 2.11 and (B) with respect to the Other Term Loans, be applied pursuant to the applicable Incremental Term Loan Assumption Agreements or, if the applicable Incremental Term Loan Assumption Agreement does not provide for the manner of such application, pursuant to the preceding clause (A), mutatis mutandis. (e) The Borrower shall deliver to the Administrative Agent, at the time of each prepayment required under this Section 2.2(c)(ii2.13, (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) not later than 1:00 p.m. New York City time at least three 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. 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 such prepayment on the amount prepaid. Issuer shall deliver to each Purchaser notice of each prepayment of Notes in whole or in part pursuant to this Section 2.2(c)(ii) not 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 such prepayment, and (iii) the option of each Purchaser to (x) decline its share of such prepayment or (y) accept Declined Amounts. Any Purchaser that wishes to exercise its option to decline such prepayment or to accept Declined Amounts shall notify Issuer not later than three (3) Business Days prior to the Mandatory Prepayment Date. Issuer shall not, and shall not permit any of the Subsidiaries to, use any Net Proceeds received from any Asset Sale to repay any Junior Indebtednesspayment.

Mandatory Prepayments. (ia) If on any date the principal amount Borrower shall receive any distribution or dividend from any Foreign Subsidiary of the Notes is accelerated (includingBorrower, but not limited to, upon the occurrence of a bankruptcy or insolvency event (including the acceleration of claims by operation of law)), Issuer shall immediately pay to Purchasers, payable to each Purchaser in accordance with its respective Pro Rata Sharethen, an amount equal to 100% of such distribution or dividend less the sum of: amount of taxes payable or reasonably estimated by the Borrower to be payable as a result of such repatriation shall be applied on such date to the prepayment of the Loans as set forth in Section 2.6(c); provided that no such mandatory prepayment shall be required under this Section 2.6(a) if the distribution or dividend is (i) made in the outstanding principal amount ordinary course of the Notes, plus business or (ii) accrued and unpaid interest thereon through the prepayment date, plus an intercompany payment (iii) all other Obligations that are due and payable, including Purchasers’ Expenses and interest at the Default Rate, if applicable, with respect to any past due amountsrepayments of receivables or intercompany debt). (iib) If on any date Issuer or any Subsidiary Group Member shall receive Net Cash Proceeds from any Asset SaleSpecified Debt Incurrence or Specified Equity Issuance, Issuer shall apply an amount equal to one hundred percent (100%) % of such Net Proceeds, Cash Proceeds shall be applied on such date to prepay the Notesprepayment of the Loans as set forth in Section 2.6(c); provided that, that no such mandatory prepayment shall be required under this Section 2.6(b) (1i) Issuer may deliver a Reinvestment Notice with respect to the percentage incurrence of such Net Proceeds in any Specified Debt Incurrence constituting Indebtedness secured by a Lien, (ii) from the Issuer Retention column below, proceeds from any offering of the Permitted Senior Unsecured Notes and shall apply an amount equal (iii) to the percentage of extent any such Net Proceeds proceeds are applied pursuant to any equivalent mandatory prepayment requirements under the Senior Secured Credit Facility (such election under this clause (iii) to be made by the Borrower in the Note Repayment column below, to prepay the Notes: andits sole discretion). (2c) notwithstanding the foregoing, on each Reinvestment Prepayment Date, Issuer shall apply an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event to prepay the Notes (together with any applicable premium). All Net Proceeds from Asset Sales shall be deposited in a Collateral Account pending repayment or reinvestment in accordance with the terms of this Section 2.2(c). Amounts to be applied in connection with prepayments made pursuant to this Section 2.2(c)(ii) 2.6 shall be payable applied to each Purchaser the prepayment of the Loans in accordance with its respective Pro Rata Share; provided that Section 2.12(b). The application of any Purchaser may decline any such prepayment (collectively, the “Declined Amount”), in which case the Declined Amount pursuant to this Section 2.6 shall be retained by Issuermade on a pro rata basis to the then outstanding Loans being repaid irrespective of whether such outstanding Loans are ABR Loans or Eurodollar Loans. Each prepayment of the Notes Loans under this Section 2.2(c)(ii) 2.6 shall be accompanied by accrued and unpaid interest to the date of such prepayment on the amount prepaid. Issuer shall deliver to each Purchaser notice of each prepayment of Notes in whole or in part pursuant to this Section 2.2(c)(ii) not 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 such prepayment, and (iii) the option of each Purchaser to (x) decline its share of such prepayment or (y) accept Declined Amounts. Any Purchaser that wishes to exercise its option to decline such prepayment or to accept Declined Amounts shall notify Issuer not later than three (3) Business Days prior to the Mandatory Prepayment Date. Issuer shall not, and shall not permit any of the Subsidiaries to, use any Net Proceeds received from any Asset Sale to repay any Junior Indebtedness.

Mandatory Prepayments. (a) Upon receipt by the Borrower or any of its Subsidiaries of (i) If (x) Net Cash Proceeds arising from any Disposition, Involuntary Disposition, Debt Issuance or (y) without duplication, Extraordinary Receipts, in each case, the principal amount of the Notes is accelerated (including, but not limited to, upon the occurrence of a bankruptcy or insolvency event (including the acceleration of claims by operation of law)), Issuer Borrower shall immediately pay to Purchasers, payable to each Purchaser prepay the Loans (or Cash Collateralize the Letters of Credit) in accordance with its respective Pro Rata Share, an amount equal to the sum of: (i) the outstanding principal amount 100% of the Notes, plus (ii) accrued and unpaid interest thereon through the prepayment date, plus (iii) all other Obligations that are due and payable, including Purchasers’ Expenses and interest at the Default Rate, if applicable, with respect to any past due amounts.such Net Cash Proceeds or (ii) If on any date Issuer or any Subsidiary shall receive Net Cash Proceeds arising from any Asset SaleEquity Issuance, Issuer the Borrower shall apply immediately prepay the Loans (or Cash Collateralize the Letters of Credit) in an amount equal to one hundred percent (100%) 50% of such Net Cash Proceeds. Any such mandatory prepayment shall be applied in accordance with clause (c) below; provided, however, that: (A) no Net Cash Proceeds of any Equity Issuance or any Debt Issuance shall be applied to prepay the Notes; provided that,Loans to the extent that such Net Cash Proceeds are required to prepay the Senior Bridge Loans pursuant to the Senior Bridge Credit Agreement or to redeem or purchase any Exchange Securities (if issued) pursuant to the Exchange Indenture; (1B) Issuer no Net Cash Proceeds of any Equity Issuance shall be required to be applied to prepay the Loans to the extent that they are directly applied by the Borrower to repay, redeem or purchase any Senior Subordinated Notes or other Subordinated Indebtedness; provided, however, that such Net Cash Proceeds may deliver only be so applied pursuant to this clause (B) if, immediately after giving effect to such repayment, redemption or purchase, the Consolidated Total Leverage Ratio shall be less than 4.50:1; (C) in the case of any Net Cash Proceeds arising from any (I) Equity Issuance made to finance a Permitted Acquisition, (II) Disposition or (III) Involuntary Disposition, (X) if the Borrower shall have delivered a Reinvestment Notice with respect to such Net Cash Proceeds, no prepayment shall be required under this Section 2.08(a) with respect to the percentage Net Cash Proceeds of such Net Proceeds in Reinvestment Event until the Issuer Retention column below, applicable Reinvestment Prepayment Date and shall apply an amount equal to (Y) on the percentage of such Net Proceeds in the Note Repayment column below, to prepay the Notes: and (2) notwithstanding the foregoing, on each applicable Reinvestment Prepayment Date, Issuer the Borrower shall apply prepay the Loans (or Cash Collateralize the Letters of Credit) in an amount equal to the Reinvestment Prepayment Amount applicable to such Reinvestment Event, if any, on the Reinvestment Prepayment Date with respect to the relevant such Reinvestment Event to prepay the Notes (together with any applicable premium). All Net Proceeds from Asset Sales Event, which mandatory prepayment shall be deposited in a Collateral Account pending repayment or reinvestment applied in accordance with clause (c) below; (D) the terms of Borrower shall not be required to make a prepayment pursuant to this Section 2.2(c2.08(a) with the Net Cash Proceeds arising from the Disposition or Involuntary Disposition of any Property that is subject to (I) a HUD Financing or (II) other Indebtedness that is secured by a Lien on such Property that is prior to the Lien of the Collateral Agent, in each case to the extent that the Borrower or the applicable Subsidiary is required pursuant to the documentation governing such HUD Financing or other Indebtedness to apply such Net Cash Proceeds to prepay such HUD Financing or other Indebtedness; and (E) nothing in this Section 2.08 shall be construed to permit (or be a consent to) the issuance or incurrence of any Indebtedness or Equity Securities, the Disposition of any Property or the Involuntary Disposition of any Property that is not, in any such case, otherwise permitted by this Agreement. (b) The Borrower shall prepay the Loans within 95 days after the last day of each fiscal year commencing with the fiscal year ending on or about December 31, 2006, in an amount equal to 50% of Excess Cash Flow for such fiscal year; provided, however, that (x) if the Consolidated Total Leverage Ratio is less than 4.5:1.00 as of the last day of the four fiscal quarter period most recently ended, such percentage shall be reduced to 25% and (y) if the Consolidated Total Leverage Ratio is less than 3.5:1.00 as of the last day of the four fiscal quarter period most recently ended, such percentage shall be reduced zero. Any such mandatory prepayment shall be applied in accordance with clause (c) below. (c) Subject to the provisions of Section 2.13(g) (Payments and Computations). Amounts , any prepayments made by the Borrower required to be applied in connection accordance with this clause (c) shall be applied as follows: first, other than in respect of prepayments made with the Net Cash Proceeds of a Reinvestment Event (but including the Net Cash Proceeds of a Reinvestment Event on the applicable Reinvestment Prepayment Date), to repay the outstanding principal balance of the Term Loans, until such Term Loans shall have been prepaid in full; second, to repay the outstanding principal balance of the Swing Line Loans until such Swing Line Loans shall have been repaid in full; third, solely in the case of any prepayments made by the Borrower with the Net Cash Proceeds of any Disposition or Involuntary Disposition, to repay the outstanding principal balance of the Revolving Loans until such Revolving Loans shall have been paid in full; and then, to Cash Collateralize any L/C Obligations in the manner set forth in Section 9.03 (Actions in Respect of Letters of Credit) until all such L/C Obligations have been fully Cash Collateralized in the manner set forth therein. All repayments of the Term Loans made pursuant to this Section 2.2(c)(iiclause (c) shall be payable applied to each Purchaser in accordance with its respective Pro Rata Share; provided that any Purchaser may decline any reduce ratably the remaining installments of such prepayment (collectively, the “Declined Amount”), in which case the Declined Amount shall be retained by Issuer. Each prepayment outstanding principal amounts of the Notes under this Section 2.2(c)(ii) shall Term Loans in the inverse order of their maturities. All repayments of Revolving Loans and Swing Line Loans required to be accompanied by accrued interest to the date of such prepayment on the amount prepaid. Issuer shall deliver to each Purchaser notice of each prepayment of Notes in whole or in part made pursuant to this Section 2.2(c)(iiclause (c) not less than five (5) Business Days prior shall result in a permanent reduction of the Revolving Credit Commitments to the date extent provided in Section 2.05(b) (Reduction and Termination of the Commitments); provided, however, that, if such repayment was made from the Net Cash Proceeds of a Reinvestment Event, the Aggregate Revolving Credit Commitments shall not be reduced by such prepayment shall be made (eachto the extent of the Reinvestment Deferred Amount of such Reinvestment Event until the Reinvestment Prepayment Date corresponding thereto and, a “Mandatory Prepayment Date”). Such notice shall set forth (i) the Mandatory on such Reinvestment Prepayment Date, the Aggregate Revolving Credit Commitments shall be reduced only to the extent of the Reinvestment Prepayment Amount applicable to such Reinvestment Event, if any; and provided, further, that, upon the occurrence of any Default or Event of Default on or before the Reinvestment Prepayment Date corresponding to such Reinvestment Event, the Aggregate Revolving Credit Commitments shall be reduced by the entire Reinvestment Deferred Amount corresponding to such Reinvestment Event. (iid) If at any time, the aggregate principal amount of Revolving Credit Outstandings exceeds the Aggregate Revolving Credit Commitments at such prepaymenttime, the Borrower shall forthwith prepay the Swing Line Loans first and (iii) then the option of each Purchaser Revolving Loans then outstanding in an amount equal to (x) decline its share of such prepayment or (y) accept Declined Amountsexcess. Any Purchaser that wishes to exercise its option to decline If any such prepayment or to accept Declined Amounts shall notify Issuer not later than three (3) Business Days prior to the Mandatory Prepayment Date. Issuer shall not, and shall not permit any excess remains after repayment in full of the Subsidiaries toaggregate outstanding Swing Line Loans and Revolving Loans, use any Net Proceeds received from any Asset Sale to repay any Junior Indebtednessthe Borrower shall Cash Collateralize the Letter of Credit Obligations in the manner set forth in Section 9.03 (Actions in Respect of Letters of Credit).

Mandatory Prepayments. (i) If In addition to the principal amount of reductions required pursuant to Sections 2.6 and 4.3 hereof, the Notes is accelerated (includingBorrower shall pay, but not limited to, upon the occurrence of a bankruptcy or insolvency event (including the acceleration of claims by operation of law)), Issuer and there shall immediately pay to Purchasers, payable to each Purchaser in accordance with its respective Pro Rata Share, an amount equal to the sum of: (i) the outstanding principal amount of the Notes, plus (ii) accrued and unpaid interest thereon through the prepayment date, plus (iii) all other Obligations that are become due and payable, including Purchasers’ Expenses as a prepayment in respect of the Obligations the following: (a) If the Borrower or any of its Subsidiaries receives after the Initial Closing Date any proceeds from the issuance of common stock (other than stock issued to the Borrower or any of its Subsidiaries), preferred stock, partnership or other similar interests or equity or securities convertible into equity, the Borrower shall pay to the Agent, as and interest at when received by the Default Rate, if applicable, with respect Borrower or such Subsidiary and as a mandatory prepayment a sum equal to fifty percent (50%) of the Net Cash Proceeds thereof. The mandatory prepayment contained in this clause (a) shall not constitute a consent by the Lenders to the issuance of any past due amountssecurities otherwise prohibited by this Agreement. (iib) If on any date Issuer the Borrower or any Subsidiary shall receive Net Proceeds of its Subsidiaries receives after the Initial Closing Date any proceeds from any Asset SaleSale (other than as set forth in Section 9.6(i), Issuer (ii), (iii) and (iv) hereof), the Borrower shall apply an amount pay to the Agent, as and when received by the Borrower or such Subsidiary and as a mandatory prepayment a sum equal to one hundred percent (100%) of the Net Cash Proceeds thereof. The mandatory prepayment contained in this clause (b) shall not constitute a consent by the Lenders to any Asset Sale otherwise prohibited by this Agreement. (c) If the Borrower or any of its Subsidiaries receives after the Initial Closing Date any proceeds from any Casualty Loss which the Agent requires be utilized to repay the Obligations in accordance with the provisions of Section 8.7 hereof, the Borrower shall pay to the Agent, as and when received by the Borrower or such Net Proceeds, Subsidiary and as a mandatory prepayment a sum equal to prepay one hundred percent (100%) of the Notes; provided thatproceeds thereof, (1d) Issuer may deliver a Reinvestment Notice with respect If the Borrower or any of its Subsidiaries receives after the Initial Closing Date any proceeds from the incurrence of any Indebtedness for borrowed money other than as permitted by Section 9.4, the Borrower shall pay to the Agent, as and when received by the Borrower or such Subsidiary and as a mandatory prepayment a sum equal to one hundred percent (100%) of the Net Cash Proceeds thereof. The mandatory prepayment contained in this clause (d) shall not constitute a consent by the Lenders to the incurrence of any Indebtedness otherwise prohibited by this Agreement. (e) The outstanding principal balance of the Term Loans shall at no time exceed sixty per cent (60%) of the Fair Market Value of Eligible Real Estate. If the principal balance of the Term Loans exceeds such percentage, the Borrower, within three (3) days after notice from the Agent, shall repay the Term Loans in such amount as may be necessary so that such percentage is not exceeded. (f) The amounts so prepaid pursuant to this Section 4.4 shall be applied FIRST, to the principal balance of such Net Proceeds the Term Loans, in inverse order of ----- maturity, until Term Loans have been paid in full; SECOND, to the ------ Revolving Loans (with a like reduction in the Issuer Retention column belowRevolving Commitments) until the Revolving Loans have been paid in full, and THIRD, to all other Obligations in such order and manner as the Agent shall apply an amount equal determine in its discretion. Each such prepayment shall be applied, in the absence of instruction by the Borrower, first to the percentage principal of such Net Proceeds in the Note Repayment column below, to prepay the Notes: and (2) notwithstanding the foregoing, on each Reinvestment Prepayment Date, Issuer shall apply an amount equal Base Rate Loans and then to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event to prepay the Notes principal of Eurodollar Rate Loans (together with any applicable premiumamounts due under Section 5.7(d) hereof). All Net Proceeds from Asset Sales shall be deposited in a Collateral Account pending repayment or reinvestment in accordance with To the terms extent that no Event of this Section 2.2(c). Amounts Default is then occurring, any prepayment to be applied in connection with prepayments made to any Eurodollar Rate Loans which would require the payment of any additional amounts pursuant to this Section 2.2(c)(ii5.7(d) shall be payable to each Purchaser in accordance with its respective Pro Rata Share; provided that any Purchaser may decline any such prepayment (collectivelyhereof, the “Declined Amount”)Agent shall hold such funds in a depository account with the Agent as cash collateral, in which case to be applied to the Declined Amount shall be retained by Issuer. Each prepayment applicable Loan on the last day of the Notes under this Section 2.2(c)(ii) applicable Interest Period. Any portion of the Obligations which is prepaid may not be reborrowed. Any prepayment shall be accompanied by accrued interest to not postpone the date of such prepayment on time for, or reduce the amount prepaidof, any subsequent payment on account of the Obligations. Issuer shall deliver to each Purchaser notice The acceptance by the Lenders of each prepayment of Notes in whole or in part pursuant to this Section 2.2(c)(ii) not 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 such prepayment, and (iii) the option of each Purchaser to (x) decline its share of such prepayment or (y) accept Declined Amounts. Any Purchaser that wishes to exercise its option to decline such prepayment or to accept Declined Amounts shall notify Issuer not later than three (3) Business Days prior to the Mandatory Prepayment Date. Issuer shall not, and any prepayments required hereunder shall not permit be deemed to constitute a waiver of any Default or Event of Default arising from the Subsidiaries to, use consummation of any Net Proceeds received from any Asset Sale to repay any Junior Indebtednesstransaction which is otherwise prohibited hereunder.

Mandatory Prepayments. (ia) If The Borrower shall prepay the principal amount of the Notes is accelerated (including, but not limited to, upon the occurrence of a bankruptcy or insolvency event (including the acceleration of claims by operation of law)), Issuer shall immediately pay to Purchasers, payable to each Purchaser Loans in accordance with its respective Pro Rata Share, paragraph (c) below in an aggregate principal amount equal to the sum amount of the Loans Allocated To any Aircraft which was the subject of: : (i) the outstanding principal amount an Event of the Notes, plus (ii) accrued and unpaid interest thereon through the prepayment date, plus (iii) all other Obligations that are due and payable, including Purchasers’ Expenses and interest at the Default Rate, if applicable, with respect to any past due amounts.Loss; or (ii) If on any date Issuer or any Subsidiary shall receive Net Proceeds from any Asset Sale, Issuer shall apply an amount equal to one hundred percent (100%) of such Net Proceeds, to prepay the Notes; provided that,a Disposition. (1b) Issuer may deliver a Reinvestment Notice with respect to Any prepayment required by the percentage of such Net Proceeds in the Issuer Retention column below, and shall apply an amount equal to the percentage of such Net Proceeds in the Note Repayment column below, to prepay the Notes: and preceding paragraph (2) notwithstanding the foregoing, on each Reinvestment Prepayment Date, Issuer shall apply an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event to prepay the Notes (together with any applicable premium). All Net Proceeds from Asset Sales shall be deposited in a Collateral Account pending repayment or reinvestment in accordance with the terms of this Section 2.2(c). Amounts to be applied in connection with prepayments made pursuant to this Section 2.2(c)(iia)(i) shall be due and payable on the earlier of (x) the third Business Day following receipt of the related Loss Proceeds and (y) the last date on which the Lessee is required to each Purchaser pay the Agreed Value in accordance with its respective Pro Rata Share; provided that any Purchaser may decline any such respect thereof. Any prepayment required by the preceding paragraph (collectively, the “Declined Amount”), in which case the Declined Amount a)(ii) shall be retained by Issuerdue and payable on the date of the Disposition. Each Any prepayment of principal on the Notes under this Section 2.2(c)(iiLoans required by the preceding paragraph (a) shall be accompanied by accrued interest to on the amount prepaid through the date of prepayment plus Breakage Loss, if any and, only in the case of a prepayment required by the preceding paragraph (a)(ii), Prepayment Fee, if any. For the avoidance of doubt, there shall be no Prepayment Fee in the case of an Event of Loss. (c) Any prepayment required by the preceding paragraph (a) shall be applied to the Loans Allocated To the affected Aircraft. Upon such prepayment payment, the Liens pertaining to the affected Aircraft and related Collateral shall be released. (d) The Borrower shall also prepay the principal balance of all the Loans outstanding under this Agreement, together with interest on the amount prepaid. Issuer shall deliver to each Purchaser notice of each prepayment of Notes in whole or in part pursuant to this Section 2.2(c)(ii) not less than five (5) Business Days prior to prepaid through the date such of prepayment shall be made (eachplus Breakage Loss, a “Mandatory Prepayment Date”). Such notice shall set forth (i) the Mandatory Prepayment Date, (ii) the aggregate amount of such prepaymentif any, and all other amounts then due and payable by the Obligors under the Basic Documents (iiiother than any Prepayment Fee) the option of each Purchaser to (x) decline its share of such prepayment or (y) accept Declined Amounts. Any Purchaser that wishes to exercise its option to decline such prepayment or to accept Declined Amounts shall notify Issuer not later than three (3) Business Days prior to the Mandatory Prepayment Date. Issuer shall not, and shall not permit any of the Subsidiaries to, use any Net Proceeds received from any Asset Sale to repay any Junior Indebtednessif an Illegality Event occurs.

Mandatory Prepayments. (ia) If the principal amount of the Notes is accelerated any Indebtedness shall be issued or incurred by any Group Member (including, but not limited to, upon the occurrence of a bankruptcy or insolvency event (including the acceleration of claims by operation of law)), Issuer shall immediately pay to Purchasers, payable to each Purchaser excluding any Indebtedness incurred in accordance with its respective Pro Rata ShareSection 7.2 (other than any Credit Agreement Refinancing Facilities or Permitted External Refinancing Debt)), an amount equal to the sum of: (i) the outstanding principal amount 100% of the Notes, plus (ii) accrued and unpaid interest thereon through Net Cash Proceeds thereof shall be applied on the date of such issuance or incurrence toward the prepayment date, plus (iii) all other Obligations that are due and payable, including Purchasers’ Expenses and interest at of the Default Rate, if applicable, with respect to any past due amountsTerm Loans as set forth in Section 2.12(d). (iib) If Subject to Section 2.12(e), if on any date Issuer or any Subsidiary Group Member shall receive Net Cash Proceeds from any Asset SaleSale or Recovery Event, Issuer which, together with the Net Cash Proceeds received from all other Asset Sales or Recovery Events in such fiscal year exceed $40,000,000, then, unless a Reinvestment Notice shall apply be delivered within five (5) Business Days following the receipt of such Net Cash Proceeds in respect thereof, an amount equal to one hundred percent (100%) of such Net Proceeds, to prepay the Notes; provided that, (1) Issuer may deliver a Reinvestment Notice with respect to the percentage of such Net Cash Proceeds in the Issuer Retention column belowexcess of $40,000,000, and shall apply an amount equal to all Net Cash Proceeds received thereafter in such fiscal year, shall be applied on the percentage fifth Business Day after receipt toward the prepayment of such Net Proceeds the Term Loans as set forth in the Note Repayment column belowSection 2.12(d); provided, to prepay the Notes: and (2) that, notwithstanding the foregoing, on each Reinvestment Prepayment Date, Issuer shall apply an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event to prepay the Notes (together with any applicable premium). All Net Proceeds from Asset Sales shall be deposited applied toward the prepayment of the Term Loans as set forth in a Collateral Account pending repayment or reinvestment in accordance with the terms of this Section 2.2(c2.12(d). (c) [Reserved]. (d) Amounts to be applied in connection with prepayments made pursuant to this Section 2.2(c)(ii) 2.12 shall be payable applied to each Purchaser the prepayment of the Term Loans in accordance with its respective Pro Rata Share; provided that any Purchaser may decline any such prepayment (collectively, the “Declined Amount”Section 2.18(b), in which case the Declined Amount shall be retained by Issuer. Each prepayment of the Notes Term Loans under this Section 2.2(c)(ii) 2.12 shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid. (e) Notwithstanding any provision to the contrary in this Agreement, the following amounts shall be excluded from the calculation of the amount of Net Cash Proceeds from any Asset Sale or Recovery Event, as applicable: (i.) any Net Cash Proceeds from any Asset Sale by a Foreign Subsidiary or Net Cash Proceeds from any Recovery Event with respect to 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. Issuer shall deliver to each Purchaser notice Any amount that is excluded from the calculation of each prepayment of Notes Net Cash Proceeds in whole or in part pursuant to accordance with this Section 2.2(c)(ii2.12(e)(i) will not less 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 law to eliminate such limitations). Once the distribution of any of such affected Net Cash Proceeds is permitted under the applicable local law, the Parent Borrower shall prepay the Term Loans (not later than five (5) Business Days prior after such distribution is permitted) by an amount equal to such portion of such affected amount, except, for the avoidance of doubt, to the date such prepayment extent that a Reinvestment Notice has been or shall be made (each, a “Mandatory Prepayment Date”). Such notice shall set forth (ivalidly delivered pursuant to Section 2.12(b) the Mandatory Prepayment Date, (ii) the aggregate amount in respect of such prepayment, and (iii) the option of each Purchaser to (x) decline its share of such prepayment or (y) accept Declined Amounts. Any Purchaser that wishes to exercise its option to decline such prepayment Net Cash Proceeds or to accept Declined Amounts shall notify Issuer not later than three (3the extent Section 2.12(e)(ii) Business Days prior to the Mandatory Prepayment Date. Issuer shall not, and shall not permit any of the Subsidiaries to, use any Net Proceeds received from any Asset Sale to repay any Junior Indebtedness.precludes such prepayment; and

Mandatory Prepayments. (ia) If The Borrower shall cause Omega, on the principal amount Borrower's behalf, to make a capital contribution through its Subsidiaries to the Borrower, to be used by the Borrower to prepay Credit B, in the event of a prepayment being made by Omega to the U.S. Banks pursuant to sections 2.6(d), (e), (f) or 2.7(a) of the Notes is accelerated (includingOmega Credit Agreement, but not limited to, upon such that in the occurrence of a bankruptcy or insolvency event (including aggregate such prepayment will reduce the acceleration of claims by operation of law)), Issuer shall immediately pay to Purchasers, payable to each Purchaser in accordance with its respective Pro Rata Share, an amount equal to the sum of: (i) the outstanding principal amount Commitments of the Notes, plus (ii) accrued U.S. Banks and unpaid interest thereon through the prepayment date, plus (iii) all other Obligations that are due and payable, including Purchasers’ Expenses and interest at the Default Rate, if applicable, with respect to any past due amountsLenders based upon their Allocable Shares. (iib) If on any date Issuer or any Subsidiary shall receive Net Proceeds from any Asset Sale, Issuer shall apply an amount equal to one hundred percent (100%) of such Net Proceeds, to prepay the Notes; provided that, (1) Issuer may deliver a Reinvestment Notice with respect to the percentage of such Net Proceeds in the Issuer Retention column below, and shall apply an amount equal to the percentage of such Net Proceeds in the Note Repayment column below, to prepay the Notes: and (2) notwithstanding the foregoing, on each Reinvestment Prepayment Date, Issuer shall apply an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event to prepay the Notes (together with any applicable premium). All Net Proceeds from Asset Sales shall be deposited in a Collateral Account pending repayment or reinvestment in accordance with the terms of this Section 2.2(c). Amounts to be applied in connection with Any mandatory prepayments made pursuant to this Section 2.2(c)(ii) 3.6 shall be payable applied to each Purchaser Credit B until Credit B is paid in accordance with its respective Pro Rata Share; provided that any Purchaser may decline any such prepayment (collectively, the “Declined Amount”), in which case the Declined Amount full and then to Credit A. Any mandatory prepayments of Credit B shall be retained applied to the installments due thereunder pro rata to the amount of each such installment. Any prepayments that are applied to Credit A shall reduce the Credit A Commitment by Issuerthe same amount. Each prepayment of the Notes Amounts prepaid on Credit B under this Section 2.2(c)(ii3.6, or prepaid under Credit A and resulting in a reduction of the Credit A Commitment under this Section 3.6, may not be reborrowed. (d) Amounts paid or prepaid on Credit A under this Section 3.6 shall be accompanied by accrued interest made to the date of such prepayment on Agent for the amount prepaid. Issuer shall deliver to each Purchaser notice account of each Lender in proportion to its share of the outstanding amount of Credit A. Amounts paid or prepaid on Credit B under this Section 3.6 shall be made to the Agent for the account of each Lender in proportion to its share of the outstanding amount under Credit B. (e) In any event of mandatory prepayment of Notes in whole or in part pursuant to this Section 2.2(c)(ii) not less than five (5) Business Days prior to the date such prepayment 3.6, all amounts prepaid hereunder shall be made (each, a “Mandatory Prepayment Date”). Such notice shall set forth (i) ratably between the Mandatory Prepayment Date, (ii) outstanding Term Loans owing pursuant to the aggregate Omega Credit Agreement and the outstanding amount of such Credit B based upon the parties' Allocable Shares. In the event of a mandatory prepayment, and (iii) the option of each Purchaser to (x) decline its share of such prepayment or (y) accept Declined Amounts. Any Purchaser that wishes to exercise its option to decline such prepayment or to accept Declined Amounts shall notify Issuer not later than three (3) Business Days prior to the Mandatory Prepayment Date. Issuer shall not, and shall not permit any of the Subsidiaries to, use any Net Proceeds received from any Asset Sale to repay any Junior Indebtedness.

Mandatory Prepayments. (a) The Borrower will make mandatory prepayments of the Loans to the extent required pursuant Section to 9.06, and (i) If if any such mandatory prepayment of Loans is required to be made prior to the first anniversary of the Effective Date (in the case of a mandatory prepayment of Loans made on the Effective Date), or prior to the first anniversary of the date any Incremental Loans were made (in the case of a mandatory prepayment of such Incremental Loans), the Borrower shall be required to pay the applicable Make-Whole Payment and any amount payable under Section 5.02., and (ii) if such mandatory prepayment of Loans is required to be made from and after the first anniversary of the Effective Date (in the case of Loans made on the Effective Date), and from and after the first anniversary of the date any Incremental Loans have been made (in the case of such Incremental Loans), the Borrower shall also be required to pay accrued interest on such Loans to the extent required by Section 3.02, the Applicable Premium, if any, and any amount payable under Section 5.02. (b) Prior to or concurrently with any mandatory prepayment pursuant to this Section 3.05, the Borrower shall (i) notify the Administrative Agent by telephone (confirmed by telecopy) of such prepayment and (ii) deliver to the Administrative Agent a certificate of a Responsible Officer of the Borrower setting forth the calculation of the amount of the applicable prepayment. Each such notice shall be irrevocable and shall specify the Borrowing to be prepaid, the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid. The Administrative Agent shall apply each prepayment ratably to the Notes is accelerated (including, but not limited to, upon Loans included in the occurrence Borrowings specified in the Borrower’s notice of prepayment. Promptly following receipt of a bankruptcy or insolvency event (including the acceleration notice of claims by operation of law)), Issuer shall immediately pay to Purchasers, payable to each Purchaser mandatory prepayment in accordance with its respective Pro Rata Sharethis Section 3.05, an amount equal to the sum of: (i) the outstanding principal amount Administrative Agent shall advise each Lender of the Notes, plus (ii) accrued details thereof and unpaid interest thereon through the prepayment date, plus (iii) all other Obligations that are due and payable, including Purchasers’ Expenses and interest at the Default Rate, if applicable, with respect to any past due amounts. (ii) If on any date Issuer or any Subsidiary shall receive Net Proceeds from any Asset Sale, Issuer shall apply an amount equal to one hundred percent (100%) of such Net Proceeds, to prepay the Notes; provided that, (1) Issuer may deliver a Reinvestment Notice with respect to the percentage of such Net Proceeds in the Issuer Retention column below, and shall apply an amount equal to the percentage of such Net Proceeds in the Note Repayment column below, to prepay the Notes: and (2) notwithstanding the foregoing, on each Reinvestment Prepayment Date, Issuer shall apply an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event to prepay the Notes (together with any applicable premium). All Net Proceeds from Asset Sales shall be deposited in a Collateral Account pending repayment or reinvestment in accordance with the terms of this Section 2.2(c). Amounts to be applied in connection with prepayments made pursuant to this Section 2.2(c)(ii) shall be payable to each Purchaser in accordance with its respective Pro Rata Share; provided that any Purchaser may decline any such prepayment (collectively, the “Declined Amount”), in which case the Declined Amount shall be retained by Issuer. Each prepayment of the Notes under this Section 2.2(c)(ii) shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid. Issuer shall deliver to each Purchaser notice of each prepayment of Notes in whole or in part pursuant to this Section 2.2(c)(ii) not 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 such prepayment, and (iii) the option of each Purchaser Lender’s Loan to (x) decline its share of such prepayment or (y) accept Declined Amounts. Any Purchaser that wishes to exercise its option to decline such prepayment or to accept Declined Amounts shall notify Issuer not later than three (3) Business Days prior to the Mandatory Prepayment Date. Issuer shall not, and shall not permit any of the Subsidiaries to, use any Net Proceeds received from any Asset Sale to repay any Junior Indebtednessbe prepaid.

Mandatory Prepayments. (ia) If the principal amount of the Notes Lender is accelerated (including, but not limited to, upon the occurrence of a bankruptcy or insolvency event (including the acceleration of claims by operation of law)), Issuer shall immediately pay obligated to Purchasers, payable to each Purchaser in accordance with its respective Pro Rata Share, an amount equal to the sum of: (i) the outstanding principal amount of the Notes, plus (ii) accrued and unpaid interest thereon through the prepayment date, plus (iii) all other Obligations that are due and payable, including Purchasers’ Expenses and interest at the Default Rate, if applicable, with respect to any past due amounts. (ii) If on any date Issuer or any Subsidiary shall receive make Net Proceeds from available to Borrowers for Restoration or otherwise, on the next occurring Monthly Payment Date following the date on which (a) Lender actually receives any Asset SaleNet Proceeds, Issuer and (b) Lender has determined that such Net Proceeds shall be applied against the Debt, Borrowers shall prepay, or authorize Lender to apply Net Proceeds as a prepayment of all or a portion of, the Debt in an amount equal to one hundred percent (100%) of such Net Proceeds. Except during an Event of Default, to prepay the Notes; provided that, (1) Issuer may deliver a Reinvestment Notice with respect to the percentage of such Net Proceeds shall be applied by Lender as follows in the Issuer Retention column below, and shall apply an amount equal to the percentage following order of such Net Proceeds in the Note Repayment column belowpriority: First, to prepay all amounts (other than principal and interest) then due and payable under the Notes: and (2) notwithstanding the foregoingLoan Documents, on each Reinvestment Prepayment Date, Issuer shall apply an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event to prepay the Notes (together with including any applicable premium). All Net Proceeds from Asset Sales shall be deposited in a Collateral Account pending repayment or reinvestment in accordance with the terms reasonable costs and expenses of this Section 2.2(c). Amounts to be applied Lender in connection with prepayments such prepayment; Second; accrued and unpaid interest at the Interest Rate; and Third, to principal. Notwithstanding anything herein to the contrary, so long as no Event of Default is continuing, no Prepayment Fee or any other prepayment premium, penalty or fee shall be due in connection with any prepayment made pursuant to this Section 2.2(c)(ii) shall be payable to each Purchaser in accordance with its respective Pro Rata Share; provided that any Purchaser may decline any such 2.4.4. Any partial principal prepayment (collectively, the “Declined Amount”), in which case the Declined Amount shall be retained by Issuer. Each prepayment of the Notes under this Section 2.2(c)(ii) 2.4.4 shall be accompanied by accrued interest applied to the date last payments of such prepayment on principal due under the amount prepaid. Issuer shall deliver Loan. (b) Notwithstanding anything herein to each Purchaser notice the contrary, so long as no Event of each prepayment of Notes in whole or in part Default is continuing, if (A) Lender is not obligated, pursuant to this the terms of Section 2.2(c)(ii5.4, to make Net Proceeds available to Borrowers for Restoration, (B) not less than five such Net Proceeds are retained and applied by Lender towards the payment of the Debt pursuant to clause (5a) Business Days prior to the date such prepayment shall be made above and (each, a “Mandatory Prepayment Date”). Such notice shall set forth C) either (i) at the Mandatory Prepayment Datetime of such Casualty or Condemnation both Properties remain subject to the Lien of the Loan Documents and such Net Proceeds are equal to or greater than sixty percent (60%) of the Allocated Loan Amount for the affected Property, then Borrowers may prepay the remainder of the applicable Release Amount (pursuant to clause (ii) of such defined term) for the aggregate amount applicable Property and obtain the release of the applicable Property from the Lien of the Mortgage without payment of any Prepayment Fee, Liquidated Damages Amount or any other prepayment premium, penalty or fee or (ii) such Net Proceeds are equal to or greater than forty percent (40%) of the Outstanding Principal Balance (exclusive of the outstanding principal balance of the Defeased Note, if any), then Borrowers may prepay the remaining Debt in full without payment of any Prepayment Fee, Liquidated Damages Amount or any other prepayment premium, penalty or fee provided that, in each case, (x) such prepayment is made within 120 days after Lender applies such Net Proceeds to the Debt and (y) together with such prepayment, Borrowers pays to Lender all accrued and unpaid interest through the Repayment Date (iii) provided that if the option of each Purchaser to (x) decline its share of such prepayment or (y) accept Declined Amounts. Any Purchaser that wishes to exercise its option to decline such prepayment or to accept Declined Amounts shall notify Issuer Repayment Date is not later than three (3) Business Days prior to a Monthly Payment Date, all interest accruing for the Mandatory Prepayment Date. Issuer shall notfull Interest Period in which the Repayment Date falls), and shall not permit any of together with all other sums payable under the Subsidiaries to, use any Net Proceeds received from any Asset Sale to repay any Junior IndebtednessLoan Documents.

Mandatory Prepayments. (ia) If any Capital Stock (other than the principal amount Warrants or any Capital Stock issued in respect of the Notes is accelerated exercise of any Warrants) or Indebtedness (including, but not limited to, upon the occurrence of a bankruptcy other than Permitted Indebtedness) shall be issued or insolvency event (including the acceleration of claims incurred by operation of law)), Issuer any Group Member or any Group Member shall immediately pay to Purchasers, payable to each Purchaser in accordance with its respective Pro Rata Shareotherwise receive any other capital or similar contribution , an amount equal to the sum of: (i) the outstanding principal amount 100% of the NotesNet Cash Proceeds thereof, plus (ii) accrued and unpaid interest thereon through if any, shall be applied on the date of such issuance or incurrence toward the prepayment dateof the Bridge Loans as set forth in Section 3.2(d), plus (iii) all other Obligations that than the Net Cash Proceeds of any exercise of the RFX Warrants by RFX or any of its members to the extent such amounts are due and payablecontributed to EPE, including Purchasers’ Expenses and interest at the Default Rate, if applicable, LLC or Seller in accordance with respect to any past due amountsSection 8(o). (iib) If on any date Issuer or any Subsidiary Group Member shall receive Net Cash Proceeds from any Asset SaleSale or Recovery Event then, Issuer shall apply an amount equal to one hundred percent (100%) unless, in the case of such Net Proceedsa Recovery Event, to prepay the Notes; provided that, (1) Issuer may deliver a Reinvestment Notice with shall be delivered in respect to the percentage of thereof, such Net Cash Proceeds shall be applied on such date toward the prepayment of the Bridge Loans as set forth in the Issuer Retention column belowSection 3.2(d); provided, and shall apply an amount equal to the percentage of such Net Proceeds in the Note Repayment column belowthat, to prepay the Notes: and (2) notwithstanding the foregoing, on each Reinvestment Prepayment Date, Issuer shall apply an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event to shall be applied toward the prepayment of the Bridge Loans as set forth in Section 3.2(d). (c) Upon the occurrence of a Change of Control, the Borrower shall prepay the Notes entire principal amount of the Bridge Loans then outstanding (together with inclusive of any applicable premiuminterest capitalized pursuant to Section 3.5(e). All Net Proceeds from Asset Sales shall be deposited in a Collateral Account pending repayment or reinvestment in accordance with the terms of this Section 2.2(c). . (d) Amounts to be applied in connection with prepayments made pursuant to this Section 2.2(c)(ii) 3.2 shall be payable applied to each Purchaser in accordance with its respective Pro Rata Share; provided that any Purchaser may decline any such the prepayment (collectivelyof the Bridge Loans, the “Declined Amount”)first, in which case the Declined Amount shall be retained by Issuerto Base Rate Loans and, second, to Eurodollar Loans. Each prepayment of the Notes Bridge Loans under this Section 2.2(c)(ii) 3.2 shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid. Issuer shall deliver to each Purchaser notice . (e) Each and every mandatory prepayment in respect of each prepayment of Notes in whole or in part pursuant to the Bridge Loans under this Section 2.2(c)(ii) not less than five (5) Business Days prior to the date such prepayment 3.2 shall be made (each, accompanied by a “Mandatory Prepayment Date”). Such notice shall set forth (i) prepayment premium equal to 1.0% of the Mandatory Prepayment Date, (ii) the aggregate principal amount of such prepaymentprepayment (exclusive, and (iii) the option of each Purchaser to (x) decline its share of such prepayment or (y) accept Declined Amounts. Any Purchaser that wishes to exercise its option to decline such prepayment or to accept Declined Amounts shall notify Issuer not later than three (3) Business Days prior to the Mandatory Prepayment Date. Issuer shall notextent applicable, and shall not permit of any of the Subsidiaries to, use any Net Proceeds received from any Asset Sale interest capitalized pursuant to repay any Junior IndebtednessSection 3.5(e)).

Mandatory Prepayments. (ia) If Unless the principal amount Required Prepayment Lenders shall otherwise agree, if any Indebtedness shall be incurred by the Borrowers or any of the Notes is accelerated their Subsidiaries (including, but not limited to, upon the occurrence of a bankruptcy or insolvency event (including the acceleration of claims by operation of law)), Issuer shall immediately pay to Purchasers, payable to each Purchaser excluding any Indebtedness incurred in accordance with its respective Pro Rata ShareSection 7.2 as in effect on the date of this Agreement), then on the date of such incurrence, the Term Loans and the Revolving Credit Loans (without a corresponding reduction of the Revolving Credit Commitments) shall be prepaid and/or the outstanding Letters of Credit shall be cash collateralized, by an amount equal to the sum of: (i) the outstanding principal amount of the NotesNet Cash Proceeds of such issuance or incurrence, plus (ii) accrued and unpaid interest thereon through as set forth in Section 2.10(e). The provisions of this Section do not constitute a consent to the prepayment date, plus (iii) all other Obligations that are due and payable, including Purchasers’ Expenses and interest at incurrence of any Indebtedness by the Default Rate, if applicable, with respect to Borrowers or any past due amountsof their Subsidiaries. (iib) If Unless the Required Prepayment Lenders shall otherwise agree, if any Capital Stock shall be issued by the Borrowers or any of their Subsidiaries (other than in connection with a capital contribution by Holdings to the Capital Stock of the Borrowers or any of their respective Subsidiaries), then on the date of such issuance, the Term Loans and Revolving Credit Loans (without a corresponding reduction of the Revolving Credit Commitments) shall be prepaid, and/or the outstanding Letters of Credit shall be cash collateralized, by an amount equal to 50% of the amount of the Net Cash Proceeds of such issuance, as set forth in Section 2.10(e). The provisions of this Section do not constitute a consent to the issuance of any Capital Stock by any entity whose Capital Stock is pledged pursuant to the Guarantee and Collateral Agreement. (c) Unless the Required Prepayment Lenders shall otherwise agree, if on any date Issuer the Borrowers or any Subsidiary of their Subsidiaries shall receive Net Cash Proceeds from any Asset Sale, Issuer Purchase Price Refund or Recovery Event then, unless a Reinvestment Notice shall apply an amount equal to one hundred percent (100%) be delivered in respect thereof, on the date of receipt by a Borrower or such Subsidiary of such Net Cash Proceeds, to prepay the Notes; provided that, Term Loans and the Revolving Credit Loans (1without a corresponding reduction of the Revolving Credit Commitments) Issuer may deliver a Reinvestment Notice with respect to shall be prepaid, and/or the percentage outstanding Letters of such Net Proceeds in the Issuer Retention column belowCredit shall be cash collateralized, and shall apply by an amount equal to the percentage amount of such Net Proceeds Cash Proceeds, as set forth in the Note Repayment column belowSection 2.10(e); provided, to prepay the Notes: and (2) that, notwithstanding the foregoing, (i) the aggregate Net Cash Proceeds of Asset Sales and Recovery Events that may be excluded from the foregoing requirement pursuant to a Reinvestment Notice shall not exceed $2,500,000 in any fiscal year of the Borrowers and (ii) on each Reinvestment Prepayment DateDate the Term Loans and Revolving Credit Loans (without a corresponding reduction of the Revolving Credit Commitments) shall be prepaid, Issuer and/or the outstanding Letters of Credit shall apply be cash collateralized, by an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event to prepay the Notes (together with any applicable premiumEvent, as set forth in Section 2.10(e). All Net Proceeds from Asset Sales shall be deposited in a Collateral Account pending repayment or reinvestment in accordance with the terms The provisions of this Section 2.2(cdo 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 Borrowers commencing with the fiscal year ending December 31, 2005, there shall be Excess Cash Flow, then, on the relevant Excess Cash Flow Application Date, the Term Loans and the Revolving Credit Loans (without a corresponding reduction of the Revolving Credit Commitment) shall be prepaid, and/or the outstanding Letters of Credit shall be cash collateralized, by an amount equal to the ECF Percentage of such Excess Cash Flow, as set forth in Section 2.10(e). Each such prepayment and commitment reduction shall be made on a date (an "Excess Cash Flow Application Date") no later than five days after the earlier of (i) the date on which the financial statements of the Borrowers referred to in Section 6.1(a), for the fiscal year with respect to which such prepayment is made, are required to be delivered to the Lenders and (ii) the date such financial statements are actually delivered. (e) Amounts to be applied in connection with prepayments made pursuant to this Section 2.2(c)(ii) shall be payable applied, first, to each Purchaser in accordance with its respective Pro Rata Share; provided that any Purchaser may decline any such prepayment (collectively, the “Declined Amount”), in which case the Declined Amount shall be retained by Issuer. Each prepayment of the Notes under this Section 2.2(c)(ii) shall be accompanied by accrued interest Term Loans, second, to the date of such prepayment on the amount prepaid. Issuer shall deliver to each Purchaser notice of each prepayment of Notes the Revolving Credit Loans and, third, to replace outstanding Letters of Credit and/or deposit an amount in whole or cash in part pursuant to this Section 2.2(c)(ii) not less than five (5) Business Days prior a cash collateral account established with the Administrative Agent for the benefit of the Secured Parties on terms and conditions satisfactory 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 such prepayment, and (iii) the option of each Purchaser to (x) decline its share of such prepayment or (y) accept Declined Amounts. Any Purchaser that wishes to exercise its option to decline such prepayment or to accept Declined Amounts shall notify Issuer not later than three (3) Business Days prior to the Mandatory Prepayment Date. Issuer shall not, and shall not permit any of the Subsidiaries to, use any Net Proceeds received from any Asset Sale to repay any Junior IndebtednessAdministrative Agent.

Mandatory Prepayments. (i) If The Borrower shall prepay the principal amount of TIFIA Loan in whole or in part, without penalty or premium: [on each Semi-Annual Payment Date occurring on or after the Notes is accelerated (includingDebt Service Payment Commencement Date, but not limited to, upon the occurrence of a bankruptcy or insolvency event (including the acceleration of claims by operation of law)), Issuer shall immediately pay to Purchasers, payable to each Purchaser in accordance with its respective Pro Rata Share, an amount equal to the sum of: lesser of (iA) the outstanding principal amount remaining in the Revenue Account (as defined in the Indenture) after giving effect to the payments in clauses FIRST through [___________] of Section [_____] of the Notes, plus (ii) accrued and unpaid interest thereon through the prepayment Indenture on such date, plus and (iiiB) all other Obligations that are due and payable, including Purchasers’ Expenses and interest at the Default Rate, if applicable, with respect to any past due amounts. (ii) If on any date Issuer or any Subsidiary shall receive Net Proceeds from any Asset Sale, Issuer shall apply an amount equal to one hundred [fifty percent (10050%) )] of such the amount by which the aggregate Net Proceeds, to prepay the Notes; provided that, (1) Issuer may deliver a Reinvestment Notice with respect to the percentage of such Net Proceeds Cash Flow that is deposited in the Issuer Retention column below, and shall apply an amount equal to Revenue Account during the percentage of immediately preceding calendar year exceeds the projected Net Cash Flow for such Net Proceeds period as reflected in Exhibit I;]81 following the Note Repayment column below, to prepay the Notes: and (2) notwithstanding the foregoing, on each Reinvestment Prepayment Date, Issuer shall apply an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event to prepay the Notes (together with any applicable premium). All Net Proceeds from Asset Sales shall be deposited in a Collateral Account pending repayment or reinvestment determination thereof in accordance with the terms of this Section 2.2(c). Amounts to be applied in connection with prepayments made pursuant to this Section 2.2(c)(ii) shall be payable to each Purchaser in accordance with its respective Pro Rata Share; provided that any Purchaser may decline any such prepayment (collectively, the “Declined Amount”)Indenture, in which case the Declined Amount shall be retained by Issuer. Each amount of any Net Loss Proceeds; upon any voluntary prepayment of the Notes under this Section 2.2(c)(ii) Pari Passu Obligations or Subordinated Obligations, pro rata with such voluntary prepayment; and [other applicable mandatory prepayment requirements].82 The Borrower shall be accompanied by accrued interest provide written notice to the date of such prepayment on the amount prepaid. Issuer shall deliver to each Purchaser notice of each prepayment of Notes in whole or in part pursuant to this Section 2.2(c)(ii) not less than five TIFIA Lender at least two (52) Business Days prior to the date on which it makes any mandatory prepayment; provided that the Borrower’s failure to deliver such notice shall not diminish, impair or otherwise affect the Borrower’s obligation to make any such mandatory prepayment as and when the circumstances requiring such mandatory prepayment have occurred. Each prepayment pursuant to this Section 10(a) (Mandatory Prepayments) shall be effected pursuant to Sections [_____] of the Indenture (as applicable) and accompanied by a certificate signed by the Borrower’s Authorized Representative identifying the provision of this Agreement pursuant to which such prepayment shall be is being made (each, and containing a “Mandatory Prepayment Date”). Such notice shall set forth (i) calculation in reasonable detail of the Mandatory Prepayment Date, (ii) the aggregate amount of such prepayment, and (iii) the option of each Purchaser to (x) decline its share of such prepayment or (y) accept Declined Amounts. Any Purchaser that wishes to exercise its option to decline such prepayment or to accept Declined Amounts shall notify Issuer not later than three (3) Business Days prior to the Mandatory Prepayment Date. Issuer shall not, and shall not permit any of the Subsidiaries to, use any Net Proceeds received from any Asset Sale to repay any Junior Indebtedness.