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. On the next Business Day following the Company consummating any public or private offering or any other issuance of any Capital Stock or any other issuance of any Capital Stock (i) If other than any issuance of Common Stock to the principal amount general public), Stock Equivalents or of the Notes is accelerated (including, but not limited to, upon the occurrence of a bankruptcy any other Securities or insolvency event Indebtedness (including entering into any Equity Line of Credit or issuing any Variable-Priced Equity-Linked Instrument) or any other debt or equity financing or capital-raising transaction of any kind (each a “Subsequent Offering”) on any date other than the acceleration of claims by operation of law))Maturity Date, Issuer shall immediately the Company shall, subject to the Holder’s conversion rights set forth herein, pay to Purchasers, payable to each Purchaser the Holder in accordance with its respective Pro Rata Share, cash an amount equal to the sum of: (i) in the outstanding principal amount case of a Subsequent Offering other than an Equity Line of Credit, 25% of the Notes, plus net proceeds of such Subsequent Offering and (ii) accrued and unpaid interest thereon through in the prepayment datecase of Subsequent Offering that is an Equity line of Credit, plus (iii) all other Obligations that are due and payable, including Purchasers’ Expenses and interest at 17.5% of 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 Proceedsnet proceeds, to prepay repay the Notes; provided that, Obligations (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 Mandatory Prepayment Amount shall not be subject to the Cash Payment Fee. The Company shall provide notice to the Holder of the closing of such Subsequent Offering, including the expected net proceeds thereof, not later than the 10th day preceding the date of consummation of such Subsequent Offering, which notice shall set forth (i) be irrevocable and constitute an agreement to pay the Mandatory Prepayment DateAmount on the date of consummation of such Subsequent Offering. The Holder may continue to convert the principal amounts to be prepaid under this Note until the date of consummation of such Subsequent Offering; provided, (ii) that, if the aggregate 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 prepaymentpayment and, and (iii) in its sole discretion, either return such payment or apply such payment to other outstanding Obligations, if any. In the option of each Purchaser to (x) decline its share of such prepayment or (y) accept Declined Amounts. Any Purchaser event 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 terms of the Subsidiaries toSubsequent Offering do not provide for the repayment in cash in full of all outstanding Obligations, use the 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 Subsequent Offering. This Section 2(b) is merely a requirement to redeem this Note and not an authorization to consummate any Net Proceeds received from any Asset Sale to repay any Junior IndebtednessSubsequent Offering otherwise prohibited by the Transaction Documents.

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. (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. (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 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 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 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. (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 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. 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. 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. (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. (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. (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. (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. 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. The Borrowers shall prepay the Term Loan in amounts as provided below, it being agreed that the relevant payment date shall be deemed to be the “Redemption Date” for purposes of such calculation), as follows: (i) If In the principal event of any Casualty Event, an amount, inclusive of any Prepayment Premium, any accrued but unpaid interest (including interest on the amount of the Notes principal being prepaid) and fees then due and owing, equal to 100% of the Net Cash Proceeds received by any Obligor or any of its Subsidiaries with respect thereto; provided, however, so long as no Default or Event of Default has occurred and is accelerated continuing, within one hundred eighty (including180) days after receipt of such Net Cash Proceeds, the Obligors may apply the Net Cash Proceeds of any casualty policy up to, but not limited toexceeding $4,000,000 for all losses in the aggregate during the term of this Agreement toward the replacement or repair of destroyed or damaged property; provided, upon further, that any such replaced or repaired property shall be Collateral in which the occurrence of a bankruptcy or insolvency event (including Administrative Agent for 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 benefit of the Notes, plus (ii) accrued and unpaid Lenders has been granted a security interest thereon through under 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 amountsSecurity Documents. (ii) If on In the event any date Issuer Obligor or any Subsidiary shall receive Net Proceeds from of its Subsidiaries incurs Indebtedness other than Indebtedness that is permitted by Section 9.01 hereof, an amount, inclusive of any Asset SalePrepayment Premium, Issuer shall apply an any accrued but unpaid interest (including interest on the amount of the principal being prepaid) and fees then due and owing, equal to one hundred percent (100%) % of the Net Cash Proceeds thereof received by such Net ProceedsPerson. For the avoidance of doubt, 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 prepayment made pursuant to this Section 2.2(c)(ii3.03(b)(ii) shall not be payable deemed to each Purchaser be a consent to any such incurrence of Indebtedness or a cure or waiver of any Event of Default which occurs in accordance with its respective Pro Rata Share; provided connection therewith, it being understood that any Purchaser such Event of Default may decline only be waived with the express consent of the Majority Lenders. (iii) In the event any such prepayment Obligor or any of its Subsidiaries consummates an Asset Sale other than an Asset Sale that is permitted by Section 9.09 hereof (collectively, the “Declined Amount”other than Section 9.09(j)), in which case the Declined Amount shall be retained by Issuer. Each prepayment an amount, inclusive of the Notes under this Section 2.2(c)(ii) shall be accompanied by any Prepayment Premium any accrued but unpaid interest to the date of such prepayment (including interest on the amount of the principal being prepaid) and fees then due and owing, equal to 100% of the Net Cash Proceeds received by such Obligor in connection with such Asset Sale; provided, however, so long as no Default or Event of Default has occurred and is continuing, within one hundred eighty (180) days after receipt of such Net Cash Proceeds (or if committed to be reinvested within such 180-day period, no later than ninety (90) days after the end of such 180-day period), the Obligors may use such Net Cash Proceeds up to $500,000 with respect to any Asset Sale, but not exceeding $1,000,000 for all Asset Sales in the aggregate per fiscal year, to purchase, replace, repair or restore properties or assets used in the Obligors’ businesses; provided, further, that any such purchased, replaced, repaired or restored property shall be Collateral in which the Administrative Agent for the benefit of the Lenders has been granted a security interest under the Security Documents. Issuer shall deliver to each Purchaser notice For the avoidance of each doubt, any prepayment of Notes in whole or in part made pursuant to this Section 2.2(c)(ii3.03(b)(iii) 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 be deemed to be a consent to any Asset Sale to repay or a cure or waiver of any Junior IndebtednessEvent of Default which occurs in connection therewith, it being understood that any such Event of Default may only be waived with the express consent of the Majority 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 with respect 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 relevant Reinvestment Event 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 the Notes (together with any applicable premium). All Net Proceeds from Asset Sales shall be deposited in a Collateral Account pending repayment or reinvestment 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 terms respective amounts of this 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 an amount equal to 100% of such Net Cash Proceeds shall be applied toward the prepayment of the Term Loans in the manner specified in Section 2.2(c2.9(c). Amounts . (c) The application of 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. (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. If at any time after the Closing Date any Group Member receives any Net Cash Proceeds from the Incurrence of any Indebtedness (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)other than Excluded Indebtedness), Issuer the Borrower shall immediately pay to Purchasers, payable to each Purchaser prepay the Term Loans on a pro rata basis on the date of such receipt 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 Cash Proceeds; provided, that if at the time of such prepayment such Group Member is required to prepay any Other Applicable Indebtedness (to the extent and if required by the terms of the definitive documentation governing such other Indebtedness), then the Borrower may apply 100% of such Net Cash Proceeds to prepay the NotesTerm Loans and prepay, redeem or repurchase such Other Applicable Indebtedness on a pro rata basis on the date of such receipt; provided that, provided, further, that (1A) Issuer may deliver a Reinvestment Notice with respect any prepayment, redemption or repurchase of such Other Applicable Indebtedness shall be at par (or less than par), (B) the portion of such prepayment amount allocated to such Other Applicable Indebtedness shall not exceed the amount required to be allocated to such Other Applicable Indebtedness pursuant to the percentage terms thereof, (C) the amount of prepayment of the Term Loans that would otherwise have been required pursuant to this Section 4.2(a) shall be reduced accordingly and (D) to the extent the holders of such Net Proceeds Other Applicable Indebtedness decline to have such Indebtedness prepaid, redeemed or repurchased, the declined amount shall promptly (and in any event within 10 Business Days after the Issuer Retention column below, and shall apply an amount equal to the percentage date of such Net Proceeds in the Note Repayment column below, rejection) be applied 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 Term Loans 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 Indebtednesshereof.

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. 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. (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 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. (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. (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 shall deliver to each Purchaser notice . (e) The TotalAdditional Term B Commitment (and the Term Commitments of each prepayment of Notes Lender) shall terminate in whole or in part pursuant to this Section 2.2(c)(ii) not less than five (5) Business Days prior to its entirety at 5:00 p.m., New York City time, on the date such prepayment shall be made (each, a “Mandatory Prepayment Date”). Such notice shall set forth (i) Closingupon funding on 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.Amendment No.1

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 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. (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. (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. (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. (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. (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. (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) 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. (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 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 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 Capital Stock or Indebtedness shall be issued or incurred by any Restricted 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 6.2), then, except to the extent such amounts have been applied to prepay the First Lien Term Loans, an amount equal to 50% (in the sum of: case of Capital Stock) or 100% (iin the case of Indebtedness) the outstanding principal amount of the Notes, plus Net Cash Proceeds thereof shall be offered on the date of such issuance or incurrence to the Lenders as a prepayment of the Loans in accordance with paragraphs (iid) accrued and unpaid interest thereon through the prepayment date, plus (iiie) 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 amountsof Section 2.6. (iib) If on any date Issuer the Borrower or any Restricted Subsidiary shall receive Net Cash Proceeds from any Material Asset SaleSale or any Recovery Event then, Issuer shall apply an amount equal to one hundred percent (100%) of such Net Proceedsif no First Lien Term Loans or revolving commitments under the First Lien Loan Documents remain outstanding, to prepay the Notes; provided that, (1) Issuer may deliver and unless a Reinvestment Notice with shall be delivered in respect thereof (provided that no Reinvestment Notice may be delivered in respect of the Net Cash Proceeds of a Material Asset Sale described in the proviso to clause (e) of Section 6.5), such Net Cash Proceeds shall be offered on such date to the percentage Lenders as a prepayment of such Net Proceeds the Loans as set forth in the Issuer Retention column belowparagraphs (d) and (e) of Section 2.6; 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 shall be offered to the Lenders as a prepayment of the Loans in accordance with paragraphs (d) and (e) of Section 2.6. (c) If, for any fiscal year of the Borrower, commencing with the fiscal year ending July 31, 2005, there shall be Excess Cash Flow, then, except to the extent such amount shall have been applied to prepay the Notes First Lien Term Loans in accordance with the mandatory prepayment provisions of the First Lien Credit Agreement, the Borrower shall, on the relevant Excess Cash Flow Application Date, offer to the Lenders an amount equal to 50% of such Excess Cash Flow as a prepayment of the Loans as set forth in Section 2.6(d) and (together with any applicable premiume). All Net Proceeds from Asset Sales Such prepayment shall be deposited made on a date (an "Excess Cash Flow Application Date") no later than December 31 of the subsequent fiscal year. (d) With respect to the amount of any mandatory prepayment offer required pursuant to paragraph (a), (b) or (c) of this Section (such amount, the "Prepayment Amount"), the Borrower will, on or prior to the date specified in this Section 2.6 for such offer, give the Administrative Agent telephonic notice (promptly confirmed in writing) requesting that the Administrative Agent prepare and provide to each Lender a Collateral Account pending repayment notice (each, a "Prepayment Option Notice") in accordance with the following sentence. As promptly as practicable after receiving such notice from the Borrower, the Administrative Agent will send to each Lender a Prepayment Option Notice, which shall be in the form of Exhibit I and shall include (i) an offer (the "Offer") by the Borrower to prepay on the date (each, a "Mandatory Prepayment Date") that is 10 Business Days after the date of the Prepayment Option Notice, the 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 allocable to such Lender's Loans (with such portion allocable to such Lender being equal to its Percentage of the Prepayment Amount) and (ii) an additional offer (the "Additional Offer") to prepay on the Mandatory Prepayment Date, from the portion, if any, of the Prepayment Amount allocable to Lenders which do not accept the Offer, the Loans of such Lender by an amount equal to the lesser of (x) such Lender's then outstanding Loan (after deducting therefrom the amount allocable to the prepayment thereof as a result of such Lender's acceptance of the Offer) and (y) a maximum amount specified by such Lender in its acceptance of the Additional Offer. Each Lender shall accept or reinvestment reject such Offer and such Additional Offer in accordance with the terms of this Section 2.2(c). Amounts the Prepayment Option Notice received by it (and a failure to respond to such Prepayment Option Notice within the required timeframe shall be deemed to be applied an acceptance of such Offer and Additional Offer), it being understood that no Lender may accept the Additional Offer made to it unless it accepts the Offer made to it. On the Mandatory Prepayment Date, the Borrower shall pay to the Administrative Agent, for the benefit of each Lender which has accepted the Offer, (i) the prepayment amount specified in connection with prepayments the Offer made to it and (ii) if such Lender has also accepted the Additional Offer, such Lender's ratable share (based upon the respective amounts accepted by each Lender accepting the Additional Offer made to it) of the amounts specified in the Offers made to Lenders, if any which reject the Offers made to them. (e) The application of any prepayment pursuant to this Section 2.2(c)(ii) 2.6 shall be payable made, first to ABR Loans and, second, to Eurodollar Loans, in each Purchaser case in accordance with its respective Pro Rata Share; provided that any Purchaser may decline any such prepayment (collectively, the “Declined Amount”Section 2.12(b), in which case the Declined Amount shall be retained by Issuer. Each prepayment of the Notes Loans 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. (a) Upon receipt by Holdings, the Borrower or any of their respective Subsidiaries of Net Cash Proceeds arising (i) If from an Asset Sale or Property Loss Event, 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 provide cash collateral in accordance with its respective Pro Rata Share, respect of Letters of Credit) in an amount equal to the sum of: (i) the outstanding principal amount 100% of the Notessuch Net Cash Proceeds, plus (ii) accrued and unpaid interest thereon through from a Debt Issuance not permitted by Section 8.1 (Indebtedness), the prepayment date, plus Borrower shall immediately prepay the Loans (iiior provide cash collateral in respect of Letters of Credit) 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 and (iii) from an Equity Issuance, to the Borrower shall immediately prepay the Notes; provided that, (1) Issuer may deliver a Reinvestment Notice with respect to the percentage of such Net Proceeds Loans in the Issuer Retention column below, and shall apply an amount equal to the percentage 75% of such Net Proceeds Cash Proceeds; provided, however, that in the Note Repayment column belowcase of any Net Cash Proceeds arising from a Reinvestment Event, to the Borrower shall 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 applicable to such Reinvestment Event, if any, on the Reinvestment Prepayment Date with respect to the relevant such Reinvestment Event and, pending application of such proceeds as specified in the Reinvestment Notice, shall pay the same to prepay the Notes (together with any applicable premium)Administrative Agent to be held in a Cash Collateral Account. 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 (b) below. (b) Any prepayments made by the terms of this Section 2.2(c). Amounts Borrower required to be applied in connection accordance with prepayments made pursuant to this Section 2.2(c)(iiclause (b) shall be payable applied as follows: first, 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, to provide cash collateral for any 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. Notwithstanding the preceding sentence, if no Event of Default or Default has occurred and is continuing, amounts which would otherwise be applied to outstanding Eurodollar Rate Loans (plus any amount necessary to pay interest which will accrue on such Eurodollar Rate Loan) will be held by the Administrative Agent in the Cash Collateral Account and applied to each Purchaser outstanding Eurodollar Rate Loan on the last day of its Interest Period. (c) If at any time, the aggregate principal amount of Revolving Credit Outstandings exceed the Maximum Credit at such time, the Borrower shall forthwith prepay the Swing Loans first and then the Revolving Loans then outstanding in accordance with its respective Pro Rata Share; provided that any Purchaser may decline an amount equal to 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 the manner set forth in Section 9.3 (Actions in Respect of Letters of Credit) in an amount equal to 105% of such excess. (d) Upon the occurrence of a Change of Control the Borrower shall immediately prepay all Obligations in full (or with respect to outstanding Letters of Credit Obligations immediately provide cash collateral in the manner set forth in Section 9.3 (Actions in Respect of Letters of Credit) in an amount equal to 105% of such Letter of Credit Obligations) (e) The Borrower hereby irrevocably waives the right to direct the application of all funds in the Cash Collateral Account (other than an amount equal to any proceeds arising from a Reinvestment Event that are held in the Cash Collateral Account pending application of such proceeds as specified in a Reinvestment Notice) and agrees that the Administrative Agent may and, upon the written direction of the Requisite Lenders, shall, except as provided in Section 2.13(f) (Payments and Computations), apply all payments in which case respect of any Obligations and all available funds in the Declined Amount shall be retained by Issuer. Each prepayment Cash Collateral Account on a daily basis as follows: first, to repay the outstanding principal amount of the Notes under this Section 2.2(c)(ii) Swing Loans until such Swing Loans have been repaid in full; second, to repay the outstanding principal balance of the Revolving Loans until such Revolving Loans shall be accompanied by accrued interest have been repaid in full; and then to any other Obligation then due and payable. The Administrative Agent agrees so to apply such funds and the date Borrower consents to such application. If, following such application, there are no Loans outstanding and no other Obligations that are then due and payable (and, during the continuance of such prepayment on an Event of Default, cash collateral has been provided in the amount prepaid. Issuer of 105% of all outstanding Letter of Credit Obligations), then the Administrative Agent shall deliver cause any remaining funds in the Cash Collateral Account 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 be paid at 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 written direction of the Subsidiaries to, use any Net Proceeds received from any Asset Sale to repay any Junior IndebtednessBorrower.

Mandatory Prepayments. (ia) If Unless Lender shall otherwise agree, if any Loan Party shall incur any Indebtedness (other than Permitted Indebtedness), then upon receipt of the Net Cash Proceeds from such incurrence, Borrower shall prepay the principal amount of the Notes is accelerated Loans in an amount equal to the amount of the Net Cash Proceeds received therefrom. The provisions of this Section 2.7(a) do not constitute a consent to the incurrence of any Indebtedness by any Loan Party. (includingb) Unless Lender shall otherwise agree, if on any date Borrower shall receive Net Cash Proceeds from any Dispositions permitted pursuant to Section 6.5(f), (g) or (h) in excess of $1,000,000 for any such Disposition or $5,000,0000 in the aggregate during any fiscal year when taken together with the Net Cash Proceeds of all other such Dispositions during such fiscal year (the amount of such Net Cash Proceeds, “Excess Proceeds”), then, within five Business Days after receipt of such Excess Proceeds, Borrower shall prepay the principal amount of the Loans in an amount equal to such Excess Proceeds. The provisions of this Section 2.7(b) do not constitute a consent to the consummation of any Disposition. Net Cash Proceeds from any Dispositions permitted pursuant to Section 6.5 that are not specifically addressed herein are not required to be used to prepay the principal amount of the Loans, but such proceeds shall be deposited into the Control Account (except for proceeds related to Section 6.5(j), which proceeds shall not limited tobe received by or otherwise owned or controlled by Borrower). (c) Unless Lender shall otherwise agree, if on any date Borrower terminates, unwinds, closes out, novates, transfers or assigns any commodity Qualified Hedging Agreement with a Hedge Termination Value (after taking into account any other Qualified Hedging Agreement executed since the Closing Date, including those executed substantially concurrently with the taking of any such action) in excess of $1,000,000 and such Hedge Termination Value is paid to Borrower by the counterparty to such Qualified Hedging Agreement, Borrower shall prepay the principal amount of the Loans in an amount equal to such Hedge Termination Value in excess of $1,000,000; provided that Borrower, in lieu of prepaying the principal amount of the Loans, may use such amounts or a portion thereof to replace such Qualified Hedging Agreement, in whole or in part, with one or more Qualified Hedging Agreements, the notional volumes, prices and tenors of which are not less favorable to the Loan Parties (taken as a whole) as those set forth in such replaced Qualified Hedging Agreement(s); provided further that any amount attributable to Hedge Termination Value not required to be used to prepay the principal amount of the Loans must be deposited into the Control Agreement to the extent that it is not used to replace such Qualified Hedging Agreement, in whole or in part, with one or more Qualified Hedging Agreements in accordance with the immediately preceding proviso. (d) Unless Lender shall otherwise agree, upon the occurrence of a bankruptcy or insolvency event (including the acceleration Change of claims by operation of law))Control, Issuer Borrower shall immediately pay to Purchasers, payable to each Purchaser in accordance promptly make a prepayment with its respective Pro Rata Share, an amount equal respect to the sum of: (i) the outstanding aggregate principal amount of the NotesLoans, plus (ii) together with 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 Prepayment Date on the Default Rate, if applicable, with respect to any past due amountsprincipal amount prepaid. (iie) 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%) Each prepayment 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 Loans pursuant to this Section 2.2(c)(ii) 2.7 shall be payable to each Purchaser applied 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 Section 2.9 and shall be retained accompanied by Issuera cash payment of the unpaid accrued interest to the Prepayment Date on the principal amount prepaid together with all other amounts then owing to Lender under this Agreement or any Loan Document including any out-of-pocket fees and expenses then due and payable under any Loan Document. Each prepayment of the Notes under Loans pursuant to this Section 2.2(c)(ii2.7 (other than prepayments with respect to any Casualty Recovery Event) 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 concurrent payment of the Subsidiaries to, use any Net Proceeds received from any Asset Sale to repay any Junior IndebtednessApplicable Premium.

Mandatory Prepayments. (i) If the principal amount of the Notes is Term Loans are 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 Borrowers 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: (i) the all outstanding principal amount of the Notes, Term Loans plus (ii) accrued and unpaid interest thereon through the prepayment date, (ii) the Prepayment Premium, plus (iii) all other Obligations that are due and payable, including PurchasersLenders’ Expenses and interest at the Default Rate, if applicable, Rate with respect to any past due amounts. The Prepayment Premium shall also be payable in the event the Obligations (and/or this Agreement) are satisfied or released by foreclosure (whether by power of judicial proceeding), deed in lieu of foreclosure or by any other means. EACH BORROWER AND GUARANTOR EXPRESSLY WAIVES (TO THE FULLEST EXTENT IT MAY LAWFULLY DO SO) THE PROVISIONS OF ANY PRESENT OR FUTURE STATUTE OR LAW THAT PROHIBITS OR MAY PROHIBIT THE COLLECTION OF THE FOREGOING PREPAYMENT PREMIUM IN CONNECTION WITH ANY SUCH ACCELERATION. (ii) If on any date Issuer either Borrower or any Restricted Subsidiary shall receive Net Proceeds from any Asset Sale, Issuer the Borrowers shall apply an amount equal to one hundred percent (100%) of such Net Proceeds, to prepay the NotesTerm Loans, together with the Prepayment Premium; provided that, (1) Issuer in the case of an Asset Sale that is not a Product Intellectual Property Sale, Borrower may deliver a Reinvestment Notice with respect to the percentage of such Net Proceeds in the Issuer Borrower Retention column below, and shall apply an amount equal to the percentage of such Net Proceeds in the Note Term Loan Repayment column below, to prepay the NotesTerm Loans, together with the Prepayment Premium: First $10.0 25.0 % 75.0 % Next $10.0 35.0 % 65.0 % Next $10.0 45.0 % 55.0 % Any remaining proceeds thereafter 50.0 % 50.0 % (2) to the extent any Second Lien Notes remain outstanding, the Borrowers shall apply such Net Proceeds to repay such Second Lien Notes subject to any applicable premium in lieu of prepayments under Section 2.2(c)(ii)(1) above; provided, however, that if the Purchasers (as defined in the Second Lien Note Purchase and Exchange Agreement) of the Second Lien Notes decline such Net Proceeds, the Borrowers shall apply such Net Proceeds, to prepay the Term Loans, together with the Prepayment Premium, (3) for purposes of the chart in Section 2.2(c)(ii)(1) above, so long as the Second Lien Notes have been repaid in full and the Term Loan Commitments and Indebtedness incurred pursuant to clause (1) of the definition of Permitted Debt is equal to or less than $5.0 million, the Term Loan Repayment (%) shall be deemed to be 0% and the Borrower Retention (%) shall be 100%, and (24) notwithstanding the foregoing, on each Reinvestment Prepayment Date, Issuer the Borrowers shall apply an amount equal to the Reinvestment Prepayment Amount Amount, with respect to the relevant Reinvestment Event to prepay the Notes (Term Loans, together with any applicable premiumthe Prepayment Premium (subject to Section 2.2(c)(ii)(2) above). 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 that any Purchaser Lender may decline any such prepayment (collectively, the “Declined Amount”), in which case the Declined Amount shall be retained by IssuerBorrowers. Each prepayment of the Notes Term Loans under this Section 2.2(c)(ii) shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid. Issuer Borrowers shall deliver to each Purchaser Lender notice of each prepayment of Notes Term Loans 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 to (x) decline its share of such prepayment or (y) accept Declined Amounts. Any Purchaser Lender that wishes to exercise its option to decline such prepayment or to accept Declined Amounts shall notify Issuer Borrowers not later than three (3) Business Days prior to the Mandatory Prepayment Date. Issuer Holdings shall not, and shall not permit any of the Restricted Subsidiaries to, use any Net Proceeds received from any Asset Sale to repay any Junior IndebtednessIndebtedness (other than the Second Lien Notes).

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(d). 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)(ii2.10 (other than amounts to be applied in respect of Indebtedness incurred in accordance with Section 6.2(m)) shall be payable allocated pro rata among the Tranche B-4 Term Loans, any Other Term Loans and any Extended Term Loans (except to each Purchaser the extent that (i) 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 or (ii) any Incremental Assumption Agreement for any Other Term Loans provides that such Other Term Loans shall participate on a lesser basis or not at all) and applied in direct order of maturity against the remaining scheduled installments of principal due in respect of the Tranche B-4 Term Loans, any Other Term Loans and any applicable Extended Term Loans under Sections 2.3(a), 2.3(b), 2.3(c) and under the applicable Loan Modification Offer, respectively; provided that in the event there are no Tranche B-4 Term Loans, Other Term Loans or Extended Term Loans outstanding, mandatory prepayments shall be applied to the prepayment of outstanding Revolving Credit Loans (without any accompanying mandatory reduction of the 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. Amounts to be applied pursuant to Section 2.10(a) resulting from Indebtedness incurred 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 Section 6.2(m) shall be retained applied as directed by Issuer. Each the Borrower. (e) The Borrower shall deliver to the Administrative Agent, at the time of each prepayment of the Notes 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. (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 2.6.3(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 (A) Section 3.3(b)(v) of the Depositary Agreement and (B) 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), 3.11(b)(i) and 3.12(b)(ii) of the Depositary Agreement; (iv) On the Term Conversion Date, in accordance with Section 3.2(b) of the Depositary Agreement; (v) In connection with a Restricted Payment in accordance with Section 6.9(b); (vi) 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 (vii) 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. (i) If In the event of any termination of all the Commitments (including, for avoidance of doubt, a termination of all of the Commitments by the Administrative Agent in accordance with Article VII), the Borrower shall, on the date of such termination, repay or prepay all its outstanding Borrowings, which shall include the principal of the Loans (including any Revolving Notes issued in connection therewith) outstanding, together with accrued interest thereon and any unpaid accrued Fees, accrued and unpaid Late Charges, the accrued and unpaid Exit Payment, if applicable, and all other liabilities of the Borrower accrued hereunder and under any other Loan Document, provided, that for the purposes of this clause (i), the Exit Payment shall be calculated immediately prior to the applicable redemption or prepayment of all Loans or outstanding Revolving Notes as the product of (a) the applicable Exit Payment rate as set forth herein multiplied by (b) the aggregate principal amount of the Revolving Loans or Revolving Notes is accelerated (includingin respect of the Revolving Loans being repaid or prepaid or redeemed, but not limited toprovided, upon further, that in the occurrence event of a bankruptcy redemption or insolvency event (including prepayment where the acceleration outstanding principal amount of claims by operation outstanding Revolving Loans or unredeemed Revolving Notes at the time of law))such calculation is less than the Total Commitment then in effect, Issuer the outstanding principal amount of outstanding Revolving Loans or unredeemed Revolving Notes shall immediately pay be deemed to Purchasers, payable to each Purchaser in accordance with its respective Pro Rata Share, be an amount equal to the sum of: Total Commitment then in effect (i) which, for avoidance of doubt, shall be 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 Total Commitment without giving effect to any past due amounts. (ii) If on any date Issuer termination or any Subsidiary shall receive Net Proceeds from any Asset Sale, Issuer shall apply an amount equal to one hundred percent (100%) reduction of such Net Proceeds, to prepay the Notes; provided that, (1) Issuer may deliver a Reinvestment Notice Commitments associated 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”or redemption), 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) if, after giving effect to any partial reduction of the aggregate amount of such prepaymentCommitments in accordance with Section 2.09(b) or at any other time, 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 Aggregate Revolving Credit Exposure would exceed the Total Commitment, then the Borrower shall, no later than three (3) Business Days prior after the date of such reduction or after such other time, repay or prepay Revolving Loans in an amount sufficient to eliminate such excess and (iii) the Mandatory Prepayment Date. Issuer shall notBorrower shall, and shall not permit any cause each of the its Subsidiaries to, use all proceeds from loans under the SPV II Notes that are in excess of $63,500,000 to prepay the VPC Loan to the extent of such excess. For avoidance of doubt, there shall be an Exit Payment payable on the amount of the Revolving Loans repaid (or Revolving Notes redeemed) in accordance with this Section 2.10(a) or Section 6.03. (a) The Borrower shall deliver to the Administrative Agent, at the time of each prepayment required under this Section 2.10, (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) at least five (5) Business Days prior written notice of such prepayment (or such shorter period as the Administrative Agent may agree, in its reasonable discretion). Each notice of prepayment shall specify the prepayment date, the Loan being prepaid and the principal amount of each Loan (or portion thereof) to be prepaid. Except as provided in Section 2.10(a) and the penultimate sentence of clause (t) of Article VII hereof, all prepayments of Borrowings under this Section 2.10 shall be applied ratably against all Loans (based on the outstanding principal amount thereof) subject to Section 2.12, and shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to the date of payment and, for avoidance of doubt, shall additionally include any Net Proceeds received from applicable Exit Payment in respect of Revolving Loans only. (b) [reserved]. (c) All mandatory prepayments made pursuant to Section 2.10(a) shall be made to the Administrative Agent, for the account of the Lenders or Holders, and applied to the Loans (or Revolving Notes issued in connection therewith) in accordance with Section 2.10(b). Concurrently with each mandatory prepayment of a Revolving Loan made pursuant to Section 2.10(b) or upon the occurrence of any Asset Sale Event of Default described in Article VII(g) or (h), the Commitment of each Lender shall permanently be reduced by the amount of such prepayment and the Borrower shall also pay to repay any Junior Indebtednessthe Administrative Agent for the ratable benefit of the Lenders or Holders the Exit Payment in respect of the Revolving Loans or Revolving Notes repaid or redeemed in connection with such mandatory prepayment.

Mandatory Prepayments. Without limiting any other provisions of this Agreement, Borrower shall be obligated to prepay the Outstanding Principal Balance as follows: (ia) If on the principal amount of next occurring Payment Date following the Notes date on which Lender actually receives any Net Proceeds, if Lender is accelerated (includingnot obligated to make such Net Proceeds available to Borrower for Restoration, but not limited toBorrower shall prepay, upon or authorize Lender to apply Net Proceeds as a prepayment of, 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 Outstanding Principal Balance in accordance with its respective Pro Rata Share, an amount equal to the sum of: lesser of (i) the outstanding principal amount of the Notesentire Indebtedness, plus and (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 Noteswhich Prepayment shall be without payment of any Prepayment Fee; 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 (2b) notwithstanding if at any time any Regulatory Change is enacted or adopted which prohibits or makes it unlawful for Lender to maintain ownership of all or any portion of the foregoingLoan as an asset of Lender, then Borrower shall prepay in full to Lender the Outstanding Principal Balance and other amounts due under the Loan Documents on each Reinvestment the first Payment Date occurring one hundred twenty (120) days after demand therefor by Lender, which 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 without payment of any Prepayment Fee; and (c) as provided in a Section 4.11 below, if any law, statute, ordinance, regulation, rule or order makes it unlawful for Borrower to pay or reimburse Lender for any 14961843v.6 Imposition upon this Agreement, any other Loan Document, the Environmental Indemnity Agreement, any Interest Rate Cap Agreement and any Collateral Account pending repayment or reinvestment in accordance with the terms Assignment of this Section 2.2(c). Amounts to be applied in connection with prepayments made pursuant to this Section 2.2(c)(ii) Interest Rate Cap Agreement, which Prepayment shall be payable to each Purchaser in accordance with its respective Pro Rata Share; provided that without payment 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 IndebtednessFee.

Mandatory Prepayments. (ia) If the principal amount Borrower or any of its Subsidiaries receives insurance proceeds or condemnation proceeds with respect to any of their Properties which are not fully applied (or contractually committed pursuant to contract(s) approved by the Agent in its reasonable discretion) toward the repair or replacement of such damaged or condemned Property within 30 days of the Notes is accelerated (includingreceipt thereof, but not limited tothe Borrower shall, upon on such 30th day prepay 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, 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 amountssuch proceeds not so applied. (iib) If on any date Issuer In the event that the Borrower or any Subsidiary of its Subsidiaries makes an Equity Offering, the Borrower shall receive Net Proceeds from any Asset Sale, Issuer shall apply immediately prepay the Loans in an amount equal to one hundred percent (100%) % of the Net Proceeds of such Net Proceeds, to prepay the NotesEquity Offering; provided that, (1) Issuer may deliver a Reinvestment Notice with respect that if such Equity Offering is the result of the exercise of an option or other right to purchase beneficial or equity interests in the Borrower pursuant to the percentage 1996 Stock Incentive Plan or the 2000 Non-Qualified Stock Option Plan, each as in effect as of the Restatement Date, then such Net Proceeds prepayment shall be in the Issuer Retention column below, and shall apply an amount equal to 50% of the percentage Net Proceeds of such Net Proceeds in Equity Offering. No such prepayment shall limit or restrict the Note Repayment column below, to prepay rights and remedies of the Notes: andLenders under the Loan Documents upon the occurrence and during the continuance of a Default. (2c) notwithstanding Each prepayment of 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 Loans pursuant to this Section 2.2(c)(ii) 2.4 shall be payable (i) applied to each Purchaser the outstanding Reduction Installments in accordance with its respective Pro Rata Share; provided that any Purchaser may decline any such prepayment inverse order of maturity and (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)(iiii) shall be accompanied by payment in full of all accrued interest thereon to and including the date of such prepayment on prepayment. The Borrower agrees to give the amount prepaid. Issuer shall deliver to each Purchaser Agent at least five Business Days' irrevocable written notice of each any prepayment of Notes in whole or in part pursuant to under this Section 2.2(c)(ii) not less than five (5) Business Days prior to 2.4. For the date such prepayment avoidance of doubt, no amounts prepaid under this Section 2.4 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 Indebtednessavailable for reborrowing.

Mandatory Prepayments. (a) The Company shall apply Available Cash Proceeds to the prepayment of the outstanding balance of this Note from time to time prior to the Maturity Date (a “Note Prepayment”) as provided in this Section 3. A portion of each Note Prepayment shall be applied to payment of accrued and unpaid interest, with such portion determined as follows: where X = the portion of such Note Prepayment to be applied to payment of accrued and unpaid interest on this Note Int = accrued and unpaid interest on this Note immediately prior to such Note Prepayment P = the principal balance of this Note immediately prior to such Note Prepayment. The portion of each Note Prepayment in excess of the amount of such Note Prepayment applied to accrued and unpaid interest shall be applied to reduce the principal balance of this Note. (b) To effect a Note Prepayment, the Company shall (i) If give notice (a “Note Prepayment Notice”) to each holder of the Notes (each a “Noteholder” and collectively the “Noteholders”) of the aggregate amount of the Note Prepayment (the “Aggregate Prepayment Amount”) and the portion of the Aggregate Prepayment Amount payable to such Noteholder (the “Prepayment Amount”), which shall be pro rata for all Noteholders based on 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 held 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 Noteholder and (ii) accrued and unpaid interest thereon through pay 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 applicable Prepayment Amount to any past due amountseach Noteholder. (iic) If on any date Issuer or any Subsidiary Subject to other provisions of this Note, the Company 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 Note Prepayment Notice with respect to the percentage 2010 Federal Tax Overpayment not later than fifteen (15) days after the later of (i) the date the Company files its 2010 U.S. federal income tax return (ii) or the date such overpayment is received as a refund or otherwise applied to reduce the Company’s U.S. federal income tax liability. (d) Notwithstanding anything to the contrary contained herein, if a Negative Intercompany Balance exists as of the date of any proposed Note Prepayment, the Company shall apply any Available Cash Proceeds to reduce such Negative Intercompany Balance to zero prior to making any such Note Prepayment, and the amount so applied shall, for the avoidance of doubt, no longer constitute Available Cash Proceeds hereunder. (e) The amount of Available Cash Proceeds and the existence and amount of any Negative Intercompany Balance shall be mutually and reasonably determined by the Company and the Majority Noteholders at least once each calendar quarter. In connection therewith, at least once during each calendar quarter, the Company will deliver a written statement (a “Cash Flow Statement”) to the Noteholders of the amount of Available Cash Proceeds and as to the existence and amount of any Negative Intercompany Balance, together with reasonably detailed documentation supporting its calculation thereof. The Company shall provide each of the Noteholders with such documentation and information as it may reasonably request from time to time in order to determine and evaluate the calculations and amounts set forth in any Cash Flow Statement. In the event that the Company and the Majority Noteholders are unable to agree upon the calculations and amounts set forth in any Cash Flow Statement within ten (10) business days following the Company’s delivery thereof to the Noteholders, the determination of such Net amounts shall be made by a Qualified Appraiser, whose fees will be borne by the Company. The Company shall apply the Available Cash Proceeds in to the Issuer Retention column belowrepayment of any Negative Intercompany Balance, and shall apply an amount equal to the percentage of such Net Proceeds make a Note Prepayment in the Note Repayment column belowfull amount of any remaining Available Cash Proceeds, 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 as finally determined 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”3(d), in which each case the Declined Amount shall be retained by Issuer. Each prepayment of the Notes under this Section 2.2(c)(iino later than two (2) shall be accompanied by accrued interest to business days following 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 Indebtednessfinal determination.

Mandatory Prepayments. (ia) If Mezzanine Lender is not obligated to make Net Proceeds available to any Borrower for Restoration in respect of an Individual Property, on the principal amount of next occurring Monthly Payment Date following the Notes is accelerated date on which (includinga) Mezzanine Lender actually receives any Net Proceeds, but not limited toand (b) Mezzanine Lender has determined that such Net Proceeds shall be applied against the ▇▇▇▇▇▇▇▇ Outstanding Principal Balance, upon the occurrence of a bankruptcy Medford Outstanding Principal Balance or insolvency event (including the acceleration of claims by operation of law))Warrenton Outstanding Principal Balance, 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 as applicable, with respect such Borrower shall prepay, or authorize Mezzanine Lender to any past due amounts. (ii) If on any date Issuer or any Subsidiary shall receive apply Net Proceeds from any Asset Saleas a prepayment of, Issuer shall apply the ▇▇▇▇▇▇▇▇ Outstanding Principal Balance, the Medford Outstanding Principal Balance or the Warrenton Outstanding Principal Balance, as applicable, 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, 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 no Yield Maintenance 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)(iiSECTION 2.4.2. Any partial prepayment under this SECTION 2.4.2 shall be applied to the last payments of principal due under the ▇▇▇▇▇▇▇▇ Mezzanine Loan, the Medford Mezzanine Loan or the Warrenton Mezzanine Loan, as applicable. (b) Any sums that otherwise would be payable to Owners or distributable to Borrowers in connection with the refinancing or other payoff of the Senior Loan permitted hereunder (including any refund of reserves on deposit with Senior Lender) shall be payable immediately remitted by Borrowers to each Purchaser in accordance with its respective Pro Rata Share; provided that any Purchaser may decline any such prepayment (collectively, Mezzanine Lender up to the “Declined Amount”), in which case amount necessary to fully repay the Declined Amount shall be retained by Issuer. Each prepayment of the Notes under this Section 2.2(c)(ii) shall be accompanied by Mezzanine Loan including all interest accrued interest to the date of prepayment and any other sums then due and payable by Borrowers to Mezzanine Lender, including, the applicable Yield Maintenance Premium (if such prepayment occurs 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 Lockout Expiration 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 the principal amount any Capital Stock (other than Capital Stock issued in respect of the Notes is accelerated exercise of any Warrants) or Indebtedness (including, but not limited to, upon the occurrence other than Permitted Indebtedness) shall be issued or incurred by Holdings or any of a bankruptcy its Subsidiaries or insolvency event (including the acceleration Holdings or any of claims by operation of law)), Issuer its Subsidiaries 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 and the loans under the EPE Bridge Loan Agreement, plus (iiion a pro rata basis, as set forth in Section 3.2(d); provided, however, that amounts described in this Section 3.2(a) all other Obligations that shall be required to be so applied only if and to the extent such amounts are due and payable, including Purchasers’ Expenses and interest at not equity issuances of Holdings to the Default Rate, if applicable, with respect Seller in satisfaction of the obligation to any past due amountspay the Deferred Consideration. (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 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 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. (i) If any Indebtedness shall be incurred by the principal amount Borrowers (excluding any Indebtedness permitted to be incurred pursuant to Section 6.02 hereof), or any Equity Interests shall be issued by the Borrowers (other than Equity Interests (A) issued in connection with an Acquisition approved by the Bank, or (B) issued in connection with the redemption of the Notes is accelerated (including, but not limited to, upon the occurrence Equity Interest of a bankruptcy or insolvency event (including the acceleration member of claims by operation of law)any Borrower otherwise permitted pursuant to this Agreement), Issuer then, in each case, within one Business Day of the date of receipt by a Borrower of the Net Cash Proceeds therefrom, the Borrower shall immediately pay remit to Purchasers, payable to each Purchaser in accordance with its respective Pro Rata Share, the Bank an amount equal to the sum of: (i100% of such Net Cash Proceeds, to be applied as set forth in Section 2.08(c)(iv) the outstanding principal amount hereof. The remittance of such net cash proceeds shall not be deemed to be a waiver of any Event of Default that may occur as a result 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 amountsBorrower’s incurring of such Indebtedness or issuing such Equity Interests. (ii) If on any date Issuer or any Subsidiary a Borrower shall receive Net Cash Proceeds from any Asset SaleSale or Recovery Event, Issuer then, unless a Reinvestment Notice shall apply be delivered in respect to any such Recovery Event, within five Business Days of the date of receipt by the Borrowers of such Net Cash Proceeds, the Borrowers shall remit to the Bank, in each case, an amount equal to one hundred percent (100%) % of such Net Cash Proceeds, to prepay be applied as set forth in Section 2.08(c)(iv) hereof; provided, however, that, notwithstanding the Notes; provided that, (1) Issuer foregoing, so long as no Event of Default shall have occurred and be continuing, the Borrowers may deliver a Reinvestment Notice with respect to the percentage reinvest all or any portion of such Net Cash Proceeds in operating assets used or useful in the Issuer Retention column belowBorrower's business so long as the Borrowers shall have delivered the requisite Reinvestment Notice and, within 180 days following receipt of such Net Cash Proceeds, the Borrowers shall have consummated the purchase of such replacement assets (as certified by the Borrowers in writing to the Bank); provided, further, that any Net Cash Proceeds not so reinvested shall be immediately applied to the prepayment of the Loans as set forth in Section 2.08(c)(iv). The remittance of the Net Cash Proceeds from such Asset Sale shall not be deemed to be a waiver of any Event of Default that may occur as a result of such Asset Sale. (iii) If the audited financial statements for any one or more of the fiscal years ending December 31, 2018, 2019 and 2020 show Excess Liquidity, then Borrower shall apply pay to the Bank on the relevant Excess Liquidity Application Date, in each case, an amount equal to 100% of the percentage of Excess Liquidity for such Net Proceeds in the Note Repayment column belowyear, 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 as set forth in connection with prepayments made Section 2.08(c)(iv); provided, however, that the Borrowers shall not be required to make any single payment pursuant to this Section 2.2(c)(ii2.08(c)(iii) in excess of One Million Sixty-Six Thousand Six Hundred Sixty-Six and 67/100 Dollars ($1,066,666.67), regardless of whether Excess Liquidity for any applicable year exceeds such amount; and provided further that the Borrowers shall not be required to make aggregate payments pursuant to this Section 2.08(c)(iii) in excess of Three Million Two Hundred Thousand Dollars ($3,200,000.00); and provided further that the Borrowers shall not be required to make a payment pursuant to this Section 2.08(c)(iii) if the Term Loan has been repaid in full. (iv) Net Cash Proceeds required to be paid to the Bank pursuant to this Section 2.08(c) 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”)principal installments due pursuant to the Term Loan Note, in which case the Declined Amount shall be retained by Issuer. Each prepayment inverse order of the Notes under this Section 2.2(c)(ii) shall be accompanied by maturity, and accrued interest thereon to the date of such prepayment on payment, until the amount prepaid. Issuer shall deliver to each Purchaser notice of each prepayment of Notes Term Loan has been repaid 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 Indebtednessfull.

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, Property Loss Event or Equity Issuance, 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 Purchasersprepay the Loans (or, payable to each Purchaser if there are no Loans then outstanding, provide cash collateral in accordance with its respective Pro Rata Share, respect of Letters of Credit) in an amount equal to 100% of such Net Cash Proceeds. Any such mandatory prepayment shall be applied in accordance with CLAUSE (B) BELOW. (b) Any prepayments made by the sum ofBorrower required to be applied in accordance with this CLAUSE (B) shall be applied as follows: FIRST, 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 (pro rata between the Tranche A Facility and the Tranche B Facility in accordance with each Lender's Commitment) until such Revolving Loans shall have been paid in full; and THEN, if a Default or Event of Default shall be continuing, to provide cash collateral for any 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 required to be applied in accordance with this CLAUSE (B) (other than of Net Cash Proceeds of Asset Sales of the Specified Properties made in accordance with SECTION 8.4(D) (SALE OF ASSETS)) shall result in a permanent reduction in the Commitments to the extent provided in SECTION 2.6(B) (REDUCTION AND TERMINATION OF THE COMMITMENTS); PROVIDED, HOWEVER, that, if such prepayment was made from the Net Cash Proceeds arising from a Reinvestment Event, the Commitments shall not be reduced by such prepayment to the extent of the Reinvestment Deferred Amount corresponding to such Reinvestment Event until the Reinvestment Prepayment Date corresponding thereto and, then, the Commitments shall be reduced only to the extent of the Reinvestment Prepayment Amount applicable to such Reinvestment Event, if any; and PROVIDED, FURTHER, that, if any Default or Event of Default occurs prior to the Reinvestment Prepayment Date with respect to such Reinvestment Event, the Commitments shall be reduced by the full Reinvestment Deferred Amount corresponding thereto. (c) If at any time, (i) the outstanding sum of (A) the aggregate principal amount of the Notes, plus Outstandings at such time and (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 (iB) the Mandatory Prepayment Date, Participation L/C Exposure at such time exceeds the aggregate Commitments at such time or (ii) the aggregate principal 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.Loans outstanding 44

Mandatory Prepayments. Before any optional or mandatory prepayment of Borrowings hereunder, the Borrower shall select the Borrowing or Borrowings to be prepaid and shall specify such selection in the notice of such prepayment pursuant to paragraph (ih) If of this Section. Optional prepayments shall be applied to such Classes of Term Loans as directed by the Borrower in the notice of prepayment, provided that such prepayments of any Class of Term Loan shall be applied in accordance with the second sentence of Section 2.10(i). In the event of any mandatory prepayment of Term Borrowings made at a time when Term Borrowings of more than one Class remain outstanding, the aggregate amount of such prepayment shall be allocated among the Term Borrowings of each Class pro rata based on the aggregate principal amount of the Notes is accelerated (includingoutstanding Borrowings of each such Class, but not limited toprovided however that any Tranche B-1 Lender, upon the occurrence of a bankruptcy or insolvency event (including the acceleration of claims Tranche B-2 Lender, Tranche B-3 Lender and any Tranche B-4 Lender may elect, 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 notice to the sum of: Administrative Agent by telephone (iconfirmed by telecopy) the outstanding principal amount of the Notes, plus (ii) accrued and unpaid interest thereon through at least one Business Day prior to the prepayment date, plus (iii) to decline all other Obligations that are due and payableor any portion of any prepayment of its Tranche B-1 Term Loans, including Purchasers’ Expenses and interest at the Default RateTranche B-2 Term Loans, if Tranche B-3 Term Loans or Tranche B-4 Term Loans, as 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(other than an optional prepayment pursuant to paragraph (a) shall of this Section which may not 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”declined), 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 the prepayment that would have been applied to prepay Tranche B-1 Term Loans, Tranche B-2 Term Loans, Tranche B-3 Term Loans or Tranche B-4 Term Loans of any such prepaymentClass but was so declined shall be applied to prepay Term Borrowings of the other Classes on a ratable basis (subject to the rights of the Tranche B-1 Lenders, Tranche B-2 Lenders, Tranche B-3 Lenders 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 Tranche B-4 Lenders to decline such prepayment or to accept Declined Amounts shall notify Issuer not later than three (3payments as set forth in this proviso) Business Days prior to the Mandatory Prepayment Dateuntil no Term Borrowings of any other Class remain outstanding. Issuer shall not, and shall not permit any of the Subsidiaries to, use any Any excess Net Proceeds received from after application to such other Classes shall be applied to prepay any Asset Sale to repay any Junior Indebtednessoutstanding Tranche B-2 Term Loans. All optional or mandatory prepayments of Revolving Borrowings made at a time when Revolving Borrowings of more than one Class remain outstanding shall be allocated among the Revolving Borrowings of each Class pro rata based on the aggregate principal amount of outstanding Borrowings of each such Class. All optional or mandatory prepayments of a Revolving Borrowing shall be applied in accordance with the second sentence of Section 2.10(i).

Mandatory Prepayments. (a) If any Indebtedness shall be incurred by the Company 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 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 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 . (d) If at any time the Total Revolving Extensions of Credit exceeds the Total Revolving Commitments (including as a result of a change in the Exchange Rate for the purchase of Dollars with a Foreign Currency) for a period of ten consecutive Business Days, the Borrowers shall, within one Business Day of notice of each prepayment of Notes thereof from the Administrative Agent , prepay the Revolving Loans in whole or in part pursuant to this Section 2.2(c)(ii) not less than five (5) Business Days prior an amount equal 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 excess or cash collateralize L/C Obligations in respect of each Purchaser to (x) decline its share any Letters 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 Credit to the Mandatory Prepayment Date. Issuer shall not, and shall not permit extent necessary to eliminate any of the Subsidiaries to, use any Net Proceeds received from any Asset Sale to repay any Junior Indebtednesssuch excess.

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. On the next occurring Monthly Payment Date following the date on which Lender actually receives a distribution of Net Proceeds, if Lender does not make such Net Proceeds available to Borrower for a Restoration, Lender shall, at its option, apply such Net Proceeds to the prepayment of the Outstanding Principal Balance; provided, however, if an Event of Default has occurred and is continuing, Lender may apply 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) If all interest which would have accrued on the principal amount of the Notes is accelerated (includingprepaid through, but not limited toincluding, upon such Monthly Payment Date, (ii) all other sums due and payable under the occurrence Loan Documents, and (iii) all reasonable out-of-pocket costs and expenses incurred by Lender in connection with such prepayment. Provided that no Event of Default shall have occurred and be continuing, no Yield Maintenance Premium or other prepayment premium or penalty shall be due in connection with any prepayment made pursuant to this Section 2.4.2. In the event that the application of Net Proceeds in respect of any particular Property pursuant to this Section 2.4.2 shall result in a bankruptcy or insolvency event reduction of the Outstanding Principal Balance in an amount greater than sixty percent (including 60%) of the acceleration Allocated Loan Amount of claims by operation such affected Property, then, subject to Section 2.6 hereof and provided each of law)the conditions set forth in Section 2.5.1 shall have been satisfied, Borrower shall be entitled to effect a Property Release for such affected Property provided that in lieu of the payments due under Section 2.5.1(c), Issuer Borrower shall immediately pay to PurchasersLender, payable to each Purchaser in accordance with its respective Pro Rata Shareand Lender shall have received by wire transfer of immediately available federal funds, an amount equal to the sum of: of (i) the outstanding principal amount difference, if any, between one hundred fifteen percent (115%) of the NotesAllocated Loan Amount in respect of such affected Property and the Net Proceeds previously applied pursuant to the first part of this Section 2.4.2, plus (ii) all interest which would have accrued and unpaid interest thereon through on the principal amount prepaid through, but not including, the next occurring Monthly Payment Date (or, if such prepayment dateoccurs on a Monthly Payment Date, through, but not including, such Monthly Payment Date), plus (iii) all other Obligations that are sums then due and payablepayable under the Loan Documents, including Purchasers’ Expenses plus (iv) all reasonable out-of-pocket costs 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 expenses incurred by Lender 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) If Upon receipt by the principal amount Borrower or any of its Subsidiaries of Net Cash Proceeds arising from an Asset Sale, Property Loss Event, Debt Issuance, Equity Issuance, Commercial Tort Claim or Avoidance Action, the Notes is accelerated Borrower shall within one Business Day (includingor, but not limited toin the case of Asset Sales, upon within three Business Days) of receipt of such Net Cash Proceeds prepay the occurrence Loans (and as applicable pursuant to clause (b) below, provide cash collateral in respect of a bankruptcy or insolvency event (including the acceleration Letters of claims by operation of law)), Issuer shall immediately pay to Purchasers, payable to each Purchaser Credit) in accordance with its respective Pro Rata Share, an amount equal to 100% of such Net Cash Proceeds; provided, that prepayments of the sum of: Term Loans shall only be required with Net Cash Proceeds of a Prepayment 363 Sale. Any such mandatory prepayment shall be applied in accordance with clause (b) below; provided, however, that, in the case of any Net Cash Proceeds arising from a Reinvestment Event, the Borrower shall (i) the outstanding principal amount immediately upon receipt of the Notessuch Net Cash Proceeds, 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 RateBorrower's option, if applicabledeposit 100% of such Net Cash Proceeds in a Cash Collateral Account or prepay the Loans (or provide cash collateral in respect of Letters of Credit), with respect to any past due amounts. which prepayment shall be applied as provided in clause (iib) If on any date Issuer or any Subsidiary shall receive Net Proceeds from any Asset Salebelow, Issuer shall apply in an amount equal to one hundred percent (100%) % of such Net Proceeds, to Cash Proceeds and (ii) prepay the Notes; Loans (or provide cash collateral in respect of Letters of Credit), which prepayment shall be applied as provided that, in clause (1b) 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 applicable to such Reinvestment Event, if any, on the Reinvestment Prepayment Date with respect to such Reinvestment Event. (b) Subject to the relevant Reinvestment Event to prepay provisions of Section 2.13(g), any prepayments made by 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 Borrower required to be applied in connection accordance with prepayments this clause (b) shall be applied as follows: first, 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 together with, in the case of a Prepayment 363 Sale, a corresponding permanent reduction of the Revolving Credit Commitments in the amount of such prepayment (or deemed prepayment); third, in the case of a Prepayment 363 Sale or if a Default or Event of Default has occurred and is continuing and only for so long as the same is in effect, 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 until all such Letter of Credit Obligations have been fully cash collateralized in the manner set forth therein; and fourth, if the Discharge of Revolving Credit Obligations has occurred, subject to the rights of the Term Loan Lenders under Section 2.19, with respect to Net Cash Proceeds from a Prepayment 363 Sale only, to prepay the outstanding principal balance of the Term Loans until such Term Loans shall have been paid in full; provided, that if such Prepayment 363 Sale is a Core 363 Sale, such prepayment shall be made together with a premium in an amount equal to the Applicable Term Loan Repayment Fee; provided, further, that any Term Loan Lender may elect to waive its right to receive any prepayment owing pursuant to this Section 2.9(b) (other than with respect to a Core 363 Sale) and, if any Term Loan Lender so elects, the amounts otherwise prepayable to such Term Loan Lender shall instead be retained by the Borrower. Except as otherwise expressly provided in this clause (b), no repayments of Revolving Loans and Swing Loans or cash collateralization of Letters of Credit required to be made pursuant to this Section 2.2(c)(ii2.9 (including in the case of Net Cash Proceeds arising from a Reinvestment Event, the application of such proceeds to the Revolving Loans and Swing Loans pending reinvestment thereof by the applicable Loan Party) shall result in a reduction of the Revolving Credit Commitments. (c) If at any time, the aggregate principal amount of Revolving Credit Outstandings exceeds the aggregate Maximum Credit at such time, the Borrower shall forthwith prepay the Swing Loans first and then the Revolving Loans then outstanding in an amount equal to such excess. If any such excess remains after repayment in full of the aggregate outstanding Swing Loans and Revolving Loans, the Borrower shall provide cash collateral for the Letter of Credit Obligations in the manner set forth in Section 9.3 in an amount equal to 105% of such excess, such cash collateral to be payable released to each Purchaser the extent the Revolving Credit Outstandings thereafter no longer exceed the Maximum Credit. (d) The Borrower hereby irrevocably waives the right to direct the application of all funds in the Cash Concentration Account or any other Cash Collateral Account (other than an amount equal to any proceeds arising from a Reinvestment Event that are held in a Cash Collateral Account pending application of such proceeds as specified in a Reinvestment Notice) so long as the Administrative Agent applies such funds in accordance with this Agreement and agrees that the Administrative Agent shall, except as provided in Section 2.13(g) (Payments and Computations) and clause (b) above, apply all available funds in the Cash Concentration Account or any other Cash Collateral Account on a daily basis and, prior to the establishment of the cash management provisions set forth in Section 7.12 (but subject to the proviso set forth in Section 7.12(a)), the Borrower shall cause cleared cash in any other deposit account of the Borrower or any Subsidiary Guarantor to be applied on a daily basis, as follows: first, to repay the outstanding principal amount of the Swing Loans until such Swing Loans have been repaid in full; second, to repay the outstanding principal balance of the Revolving Loans until such Revolving Loans shall have been repaid in full; and then to any other Revolving Credit Obligation then due and payable. Any such repayment of the Swing Loans and Revolving Loans shall not result in a corresponding reduction of the Revolving Credit Commitments. The Administrative Agent agrees so to apply such funds and the Borrower consents to such application. If (i) following such application or (ii) after all Letters of Credit shall have expired or be fully drawn and all Revolving Credit Commitments shall have been terminated, there are no Swing Loans or Revolving Loans outstanding and no other Revolving Credit Obligations that are then due and payable, then the Administrative Agent shall cause any remaining funds in the Cash Concentration Account or any other Cash Collateral Account to be paid at the written direction of the Borrower (or, in the absence of such direction, to the Borrower or another Person lawfully entitled thereto). Notwithstanding any of the other provisions of this clause (d), so long as no Event of Default shall have occurred and be continuing, if any prepayment of Revolving Loans is required to be made under this clause (d) prior to the last day of the Interest Period therefor, the Borrower may, in its respective Pro Rata Share; provided that any Purchaser may decline sole discretion, deposit the amount of any such prepayment otherwise required to be made thereunder into a Cash Collateral Account until the last day of such Interest Period, at which time the Administrative Agent shall be authorized (collectivelywithout any further action by or notice to or from the Borrower or any other Loan Party) to apply such amount to the prepayment of such Revolving Loans in accordance with this clause (d). Upon the occurrence and during the continuance of any Event of Default, the “Declined Amount”), in which case Administrative Agent shall also be authorized (without any further action by or notice to or from the Declined Amount shall be retained by Issuer. Each Borrower or any other Loan Party) to apply such amount to the prepayment of the Notes under such Revolving Loans in accordance with 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 clause (5) Business Days prior to the date such prepayment shall be made (each, a “Mandatory Prepayment Date”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. (ia) If On the principal amount next occurring Payment Date following the date on which Lender actually receives any Net Proceeds, if no Event of the Notes Default has occurred and is accelerated (including, but continuing and Lender is not limited obligated to, upon the occurrence of a bankruptcy or insolvency event (including the acceleration of claims by operation of law))and does not otherwise elect in its sole discretion to, Issuer shall immediately pay make such Net Proceeds available to Purchasers, payable to each Purchaser Borrowers for Restoration in accordance with its respective Pro Rata ShareSection 6.4 hereof, an amount equal Borrowers shall prepay, or authorize Lender 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 apply 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)Repayment/Prepayment Payment Priorities. Amounts to No penalty or premium shall be applied due in connection with prepayments any prepayment made pursuant to this Section 2.2(c)(ii2.4.2(a) (but any related Breakage Costs shall be payable in connection with any such prepayment). (b) Notwithstanding anything to each Purchaser the contrary herein, on the next occurring Payment Date following the date on which Sponsor or any Affiliate thereof actually receives any Recovered Funds (it being acknowledged and agreed that Borrowers shall or shall cause Sponsor and/or the applicable Affiliate to (i) promptly notify Lender of the receipt of any Recovered Funds, (ii) hold such funds in trust for the benefit of Lender and (iii) prepay, or authorize Lender to apply the Recovered Funds to the repayment of Note A, together with accrued and unpaid interest thereon, then to Note B, together with accrued and unpaid interest thereon, and then to Supplemental Interest, and such Recovered Funds shall not be applied 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 Repayment/Prepayment Payment Priorities. No penalty or premium shall be retained by Issuer. Each due in connection with any 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 made pursuant to this Section 2.2(c)(ii2.4.2(b) not less than five (5) Business Days prior to the date such prepayment but any related Breakage Costs shall be made payable in connection with any such prepayment). (eachc) In the event the Debt Yield as determined by Lender as of March 1, a “Mandatory Prepayment Date”). Such 2014 is not equal to or greater than 5.75%, Borrowers shall within 2 days of written notice shall set forth (i) thereof from Lender, repay the Mandatory Prepayment Date, (ii) the aggregate amount of the Outstanding Principal Balance attributable to PIK’d Interest. Absent the occurrence and continuance of an Event of Default, all prepayments made in accordance with this clause (c) shall be applied in accordance with the Repayment/Prepayment Payment Priorities. No penalty or premium shall be due in connection with any prepayment made pursuant to this Section 2.4.2(c) (but any related Breakage Costs shall be payable in connection with any such prepayment). (d) In the event the Debt Yield as determined by Lender as of February 29, and (iii) 2016 is not equal to or greater than 8.75%, Borrowers shall within 2 days of written notice thereof from Lender, repay 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 amount of the Subsidiaries to, use Outstanding Principal Balance attributable to PIK’d Interest. All prepayments made in accordance with this clause (d) shall be applied in accordance with the Repayment/Prepayment Payment Priorities. No penalty or premium shall be due in connection with any Net Proceeds received from prepayment made pursuant to this Section 2.4.2(d) (but any Asset Sale to repay related Breakage Costs shall be payable in connection with any Junior Indebtednesssuch prepayment).

Mandatory Prepayments. On the day of receipt by the Borrower or ---------------------- any Subsidiary of any Net Proceeds (ia) If with respect to an asset disposition where the Net Proceeds from such asset disposition, plus the Net Proceeds from all prior asset dispositions consummated on or after the Closing Date exceeds $5,000,000 in the aggregate or (b) with respect to an issuance of equity or debt securities of the Borrower or any of its Subsidiaries, the Borrower shall prepay the Loans with 75% of Net Proceeds from such issuance of equity and such asset disposition and 100% of the Net Proceeds from such issuance of debt securities as follows: Prepayment shall first be applied to each Facility A Reduction Installment and Facility B Reduction Installment, pro rata based on the aggregate outstanding principal amount of Facility A Term Loans and Facility B Term Loans, (such prepayment to be applied to any Reduction Installment on a pro rata basis) and, when the Notes Facility A Term Loans and the Facility B Term Loans are paid in full, shall be applied to outstanding Revolving Loans. Nothwithstanding the foregoing, the $5,000,000 threshold referred to above with respect to asset dispositions shall not apply during any period in which an Event of Default has occurred and is accelerated (including, but not limited to, upon continuing. Prepayments of Revolving Loans with Net Proceeds from asset dispositions shall also result in a permanent reduction of the occurrence of a bankruptcy or insolvency event (including the acceleration of claims Aggregate Revolving Commitment 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, amounts. The Borrower agrees to give the “Declined Amount”), in which case the Declined Amount shall be retained by Issuer. Each Agent at least seven Business Days' irrevocable written notice of any prepayment of the Notes under this Section 2.2(c)(ii) 2.18. Upon receipt of any such notice from the Borrower, the Agent shall be accompanied promptly notify each Lender thereof. If, within five Business Days' after receipt by accrued interest to the date Facility B Term Lenders of such prepayment on notice, the amount prepaid. Issuer Agent shall deliver have received written notice from the Required Facility B Term Lenders that such Lenders decline 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 receive their share 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 then, notwithstanding any provision herein to the Mandatory Prepayment Date. Issuer contrary, amounts which would have otherwise been applied to the Facility B Term Loans under this Section 2.18 shall not, and shall not permit any of instead be applied to the Subsidiaries to, use any Net Proceeds received from any Asset Sale to repay any Junior IndebtednessFacility A Term Loans.

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(d). 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)(ii2.10 (other than amounts to be applied in respect of Indebtedness incurred in accordance with Section 6.2(m)) shall be payable allocated pro rata among the Tranche A Term Loans, the Tranche B-23 Term Loans, any Other Term Loans and any Extended Term Loans (except to each Purchaser the extent that (i) 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 or (ii) any Incremental Assumption Agreement for any Other Term Loans provides that such Other Term Loans shall participate on a lesser basis or not at all) and applied in direct order of maturity against the remaining scheduled installments of principal due in respect of the Tranche A Term Loans, the Tranche B Term Loans, any Other Term Loans and any applicable Extended Term Loans under Sections 2.3(a), 2.3(b), 2.3(c) and under the applicable Loan Modification Offer, respectively; provided that in the event there are no Tranche A Term Loans, Tranche B Term Loans Other Term Loans or Extended Term Loans outstanding, mandatory prepayments shall be applied to the prepayment of outstanding Revolving Credit Loans (without any accompanying mandatory reduction of the 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. Amounts to be applied pursuant to Section (a) resulting from Indebtedness incurred 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 Section 6.2(m) shall be retained applied as directed by Issuer. Each the Borrower. (e) The Borrower shall deliver to the Administrative Agent, at the time of each prepayment of the Notes 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 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 Concurrently with each reduction (including any termination) of the Revolving Loan Commitment (whether pursuant to SECTION 2.5 or otherwise), Borrower shall make a mandatory prepayment of the amount, if any, by which the unpaid principal amount of the Notes is accelerated Revolving Loans (including, but not limited to, upon the occurrence of a bankruptcy or insolvency event (including the acceleration of claims by operation of law)after giving effect to any repayments thereof pursuant to SECTION 7.3), Issuer shall immediately pay to Purchasers, payable to each Purchaser in accordance with its respective Pro Rata Share, an amount equal to exceeds the sum of: (i) the outstanding principal then reduced amount of the Notes, plus Revolving Loan Commitment (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 each 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) payment shall be accompanied by accrued interest on such principal amount and, with respect to reductions as a result of any prepayment described in SECTION 2.10, the date Prepayment Fee required under such Section). (b) Concurrently with each reduction (including any termination) of such prepayment on the amount prepaid. Issuer Working Capital Commitment (whether pursuant to SECTION 2.6 or otherwise), Borrower shall deliver to each Purchaser notice of each make a mandatory prepayment of Notes in whole or in part the amount, if any, by which (i) the unpaid principal amount of the Working Capital Loans (after giving effect to any repayments thereof pursuant to this Section 2.2(c)(iiSECTION 7.3) not less than five exceeds (5ii) Business Days prior the then reduced amount of the Working Capital Commitment (and each such payment shall be accompanied by accrued interest on such principal amount and, with respect to reduction as a result of any prepayment described in SECTION 2.10, the date Prepayment Fee required under such Section). (c) Concurrently with each reduction (including any termination) of the Term Loan Commitment (whether pursuant to SECTION 2.7 or otherwise), Borrower shall make a mandatory prepayment of the amount, if any, by which the unpaid principal amount of the Term Loan (after giving effect to any repayments thereof pursuant to SECTION 7.3) exceeds the then reduced amount of the Term Loan Commitment (and each such payment shall be accompanied by accrued interest on such principal amount and, with respect to reductions as a result of any prepayment described in SECTION 2.10, the Prepayment Fee required under such Section). (d) If at any time Total WC Exposure shall exceed the Working Capital Commitment then in effect, Borrower shall make a mandatory prepayment of the Working Capital Loans (and each such prepayment shall be made accompanied by accrued interest on such principal amount and/or cause a reduction in the Cap Amount then in effect (each, a “Mandatory Prepayment Date”). Such notice shall set forth (iby the delivery of cash collateral to the applicable Issuer or otherwise) the Mandatory Prepayment Date, (ii) in the aggregate amount of such prepaymentexcess; PROVIDED, HOWEVER, that any such reduction in the Cap Amount shall not be deemed effective for the purposes hereof until the applicable Issuer shall have delivered to Lender a written acknowledgment thereof. (e) If at any time the making of a deemed Loan pursuant to the first sentence of SECTION 7.5(B) results in Loans or Reimbursement Obligations exceeding the related Commitment, then Borrower immediately shall make a mandatory prepayment thereof (and each such payment shall be accompanied by accrued interest on such principal amount). (iiif) Upon receipt by Borrower of any Unapplied Insurance or Condemnation Proceeds, Asset Sale Proceeds or by Borrower or Parent of any Equity Sale Proceeds, Borrower shall make a mandatory prepayment of the option of Loans in the amount thereof, each Purchaser to (x) decline its share of such prepayment or to be applied in the order set forth in SECTION 7.3 (y) accept Declined Amounts. Any Purchaser that wishes to exercise its option to decline and each such prepayment or to accept Declined Amounts payment shall notify Issuer not later than three (3) Business Days prior to the Mandatory Prepayment Date. Issuer shall not, be accompanied by accrued interest on such principal amount and shall not permit any of the Subsidiaries to, use any Net Proceeds received from any Asset Sale to repay any Junior Indebtednesspayment required under SECTION 2.10).

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. (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 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 any Recovery Event; provided that are due and payable, including Purchasers’ Expenses and interest at the Default Rate, if applicable, with respect to any past due amounts. Recovery Event (iior series of related Recovery Events), the Borrowers may elect by written notice to Administrative Agent (and with respect to any Recovery Event (or series of related Recovery Events) If resulting in Net Cash Proceeds in excess of $10,000,000, subject to the Administrative Agent’s prior written consent) to use such Net Cash Proceeds to repair or replace or restore the Property subject to such Recovery Event, in which event such Net Cash Proceeds shall be held in the Loan Proceeds Account for any such repair, replacement or restoration; provided further that if Borrower has not consummated such repair, restoration or replacement on any date Issuer or any Subsidiary shall receive Net Proceeds from any Asset Sale, Issuer shall apply an amount equal prior to one hundred percent the earlier of (100%x) 3-months following receipt of such Net ProceedsCash Proceeds and (y) the Maturity Date, 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 the Net Cash Proceeds received with respect thereto to prepay outstanding Loans in accordance with Section 2.11. (b) In the event that any Borrower shall receive Net Cash Proceeds from the issuance or other incurrence of Indebtedness of any such Borrower (other than Indebtedness permitted pursuant to Section 6.01), the Borrowers shall, substantially simultaneously with (and in any event not later than the third Business Day next following) the receipt of such Net Cash Proceeds in by such Borrower and to the Note Repayment column belowextent of any then outstanding Loans, apply an amount equal to the Required Prepayment Percentage of such Net Cash Proceeds to prepay the Notes: andoutstanding Loans in accordance with Section 2.11. (2c) notwithstanding Not later than the foregoingthird Business Day following the completion of any Equity Issuance or other equity contribution to either Borrower (in each case, on each Reinvestment Prepayment Dateother than common equity or any Permitted Loan/Equity Raise), Issuer the 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. (d) The Borrowers shall deliver to the terms Administrative Agent, at the time of each prepayment required under this Section 2.2(c)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 (ii) to the extent practicable, at least three days prior written notice. Amounts 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 applied prepaid, in connection with prepayments made pursuant to this Section 2.2(c)(ii) shall be payable to each Purchaser case in accordance with its respective Pro Rata Share; provided Section 2.11. In the event that any Purchaser may decline any the Borrowers shall subsequently determine that the actual amount received exceeded the amount set forth in such prepayment (collectivelycertificate, 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 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 applicable Exit Fee and 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 IndebtednessPremium then due.

Mandatory Prepayments. (ia) [Reserved]. (b) If the principal amount of the Notes is accelerated any Indebtedness shall be incurred by any Loan Party (including, but not limited to, upon the occurrence of a bankruptcy excluding any Indebtedness incurred or insolvency event (including the acceleration of claims by operation of law)), Issuer shall immediately pay to Purchasers, payable to each Purchaser permitted 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 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 2.13(e). (iic) If on any date Issuer or any Subsidiary Loan Party 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 2.13(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 $100,000 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(c2.13(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 2.4 and 2.19(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 2.19(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)(ii2.13 (except in the case of Revolving 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) 2.13 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. (f) The Borrower shall deliver to the Administrative Agent, at the time of each prepayment required under this Section 2.13, (i) a certificate signed by a 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 ten 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, and the principal amount of each Loan (or portion thereof) to be prepaid. (g) No prepayment fee 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 2.13.

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 (includingother than Permitted Indebtedness) shall be issued or incurred by Holdings or any of its Subsidiaries, but not limited to, upon the occurrence or Holdings or any of a bankruptcy its Subsidiaries shall otherwise receive any other capital 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 Sharesimilar 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 and the loans under the 19 Bridge Loan Agreement, plus on a pro rata basis, as set forth in Section 3.2(d); provided, however, that amounts described in this Section 3.2(a) shall be required to be so applied only if and to the extent such amounts are not equity issuances of Holdings to the Seller (iiias defined in the 19 Bridge Loan Agreement) all other Obligations that are due and payable, including Purchasers’ Expenses and interest at in satisfaction of the Default Rate, if applicable, with respect obligation of Holdings to any past due amountspay the Deferred Consideration (as defined in the 19 Bridge Loan Agreement). (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 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 extent that a (1) if any notice of borrowing requests a Eurocurrency Loan denominated in Dollars, such prepayment Loan shall be made (each, a “Mandatory Prepayment Date”). Such notice shall set forth (i) the Mandatory Prepayment Dateas an ABR Loan, (ii2) the aggregate amount if any notice of borrowing requests a Revolving Loan that is a Eurocurrency Loan denominated in Canadian Dollars, such prepayment, Loan shall be made as a Canadian Prime Rate Loan 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 if any notice of borrowing requests a Revolving Loan that is a Eurocurrency Loan denominated in any other Foreign Currency, such Loan shall be made based on 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 Indebtednesscalculation described in clause (a)(ii)(C) above.

Mandatory Prepayments. Subject to the Intercreditor Agreement: (a) Concurrently with any Asset Disposition (i) If the principal amount of the Notes is accelerated any Collateral of any Obligor and/or any of its Subsidiaries (includingexcluding Permitted Asset Dispositions described in any of clauses (a), but not limited to(b), upon the occurrence (c), (d), (f), (g), (h), (i), (j) or (l) of such defined term) or (ii) consisting of a bankruptcy or insolvency event (including the acceleration of claims by operation of law))Permitted Colorado Sale-Leaseback, Issuer Borrowers shall immediately pay to Purchasers, payable to each Purchaser prepay Revolver Loans in accordance with its respective Pro Rata Share, an amount equal to the sum of: Net Proceeds of such disposition; provided that the requirements of this Section 5.3(a) shall not be applicable to any such Net Proceeds reinvested pursuant to clause (ik)(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.definition of Permitted Asset Disposition; (iib) If on Concurrently with any date Issuer proceeds of insurance or condemnation awards paid in respect of any Subsidiary Collateral of any Obligor and/or any of its Subsidiaries, Borrowers shall receive Net Proceeds from any Asset Sale, Issuer shall apply prepay Revolver Loans in an amount equal to one hundred percent (100%) of such Net Proceeds, subject to prepay the Notes; provided that,Section 8.6.2; (1c) Issuer may deliver a Reinvestment Notice concurrently with respect to the percentage receipt of such any Net Proceeds of any Extraordinary Receipts by any Obligor and/or any of its Subsidiaries, Borrowers shall prepay Revolver Loans 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)Proceeds. All Net Proceeds from Asset Sales shall be deposited in a Collateral Account pending repayment or reinvestment in accordance with the terms Any prepayment of this Section 2.2(c). Amounts to be applied in connection with prepayments made Revolver Loans pursuant to this Section 2.2(c)(ii) 5.3 or any repayment of Revolver Loans pursuant to Section 2.1.5 shall be payable applied first, to each Purchaser all Revolver Loans (other than any FILO Loans) and thereafter to all FILO Loans. Subject to the Intercreditor Agreement, no prepayment of Revolver Loans pursuant to this Section 5.3 shall cause a permanent reduction 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 IssuerRevolver Commitments. Each prepayment of the Notes under this Section 2.2(c)(ii) Revolver Loans shall be accompanied by all interest 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 thereon and any amounts payable under 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 Indebtedness3.9.

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 On each occasion that a Prepayment Event occurs, and subject to the principal amount payment of any prepayment premium set forth in Section 5.7, the Borrower shall, within two (2) Business Days after receipt of the Notes is accelerated (including, but not limited to, upon the occurrence Net Cash Proceeds of a bankruptcy Debt Incurrence Prepayment Event and within two (2) Business Days after the receipt of Net Cash Proceeds of any other Prepayment Event, prepay (or insolvency event (including the acceleration of claims by operation of law)cause to prepay), Issuer shall immediately pay to Purchasers, payable to each Purchaser in accordance with its respective Pro Rata ShareSection 5.2(d), Loans with an equivalent principal amount equal to the sum of: (i) the outstanding principal amount 100.0% 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 amountsNet Cash Proceeds from such Prepayment Event. (iib) If Subject to the provisions set forth on any date Issuer or any Subsidiary Schedule 3.1, each prepayment of Loans required by Section 5.2(a) 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 be allocated pro rata among the Notes; provided that,Loans then outstanding. (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 an amount equal to the percentage of such Net Proceeds in the Note Repayment column below, to prepay the Notes: and[Reserved]. (2d) 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)(ii5.2(a) shall be payable to each Purchaser in accordance with its respective Pro Rata Share; provided that any Purchaser may decline any such prepayment at least three (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 (53) Business Days prior to the date such prepayment shall is required to be made (eachor such shorter period of time as agreed to by the Administrative Agent in its reasonable discretion); provided, however, that, notwithstanding anything to the contrary contained in this Agreement, the Borrower may rescind, or extend the date for prepayment specified in, any notice of prepayment under this Section 5.2(d) if such prepayment would have resulted from a “Mandatory Prepayment Date”)refinancing of all or any portion of the Loans or other conditional event, which refinancing or other conditional event shall not be consummated or shall otherwise be delayed. Such Each such notice shall set forth (i) specify the Mandatory Prepayment Date, (ii) anticipated date of such prepayment and provide a reasonably detailed calculation of the aggregate amount of such prepayment, and (iii) . The Administrative Agent will promptly notify each Lender holding Loans to be prepaid in accordance with such prepayment notice of the option of each Purchaser to (x) decline its share contents of such prepayment or (y) accept Declined Amounts. Any Purchaser that wishes to exercise its option to decline notice and of 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 ▇▇▇▇▇▇’s pro rata share of the Subsidiaries to, use any Net Proceeds received from any Asset Sale to repay any Junior Indebtednessprepayment.

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 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 all Loans hereunder upon the Notes, plus (ii) accrued and unpaid interest thereon through closing of any financing which is intended by the prepayment date, plus (iii) all other Obligations that are due and payable, including Purchasers’ Expenses and interest at Borrowers to refinance the Default Rate, if applicable, with respect to any past due amountsLoans hereunder. (ii) If on any date Issuer or any Subsidiary Following the end of each fiscal year of Holdings, commencing with the year ending December 31, 2000, the Borrowers shall receive Net Proceeds from any Asset Sale, Issuer shall apply prepay Loans in an aggregate amount equal to one hundred percent (100%) 50% of Excess Cash Flow 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)year. 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 Each prepayment pursuant to this Section 2.2(c)(ii) subsection shall be payable to each Purchaser in accordance with its respective Pro Rata Share; provided that any Purchaser may decline any such prepayment (collectively, made within 90 days after the “Declined Amount”), in year for 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 Excess Cash Flow is being calculated and such prepayment shall be made (each, in a “Mandatory Prepayment Date”). Such notice shall set forth (i) the Mandatory Prepayment Date, (ii) the aggregate minimum amount of such prepayment, and $50,000. (iii) If and on each occasion that any Net Proceeds are received by or on behalf of the option Borrowers in respect of any sale, disposition, casualty or condemnation of any Collateral, the Borrowers shall, to the extent such Net Proceeds are not reinvested in Collateral of at least substantially similar nature and value and, in the case of any Collateral acquired from the Vendor pursuant to the Supply Contract, purchased from the Vendor in each Purchaser case within 90 day period, prepay Loans outstanding (or if no Loans are then outstanding, reduce the Commitments) in an aggregate amount equal to such Net Proceeds. (xiv) decline its share If and to the extent any prepayments are to be made on (A) any other vendor financing, (B) any bank credit facilities (other than revolving credit facilities) or any other Indebtedness of the Borrowers, or (C) any Guarantee Obligation of the Borrowers, the Borrowers shall make a pro rata prepayment in an amount equivalent to such prepayment of all Loans outstanding (or if no Loans are then outstanding, a reduction of the Commitments) under this Agreement; PROVIDED, HOWEVER, that the foregoing shall not apply (yW) accept Declined Amounts. Any Purchaser that wishes with respect to exercise its option any prepayment of Indebtedness owed by a Borrower to decline such prepayment or another Borrower, (X) with respect to accept Declined Amounts shall notify Issuer repayment of Indebtedness of any Borrower pursuant to Section 2.6(b), (Y) with respect to repayment of Indebtedness of any Borrower (1) to Deere Park Capital Management, Inc. in an amount not later than three to exceed $1,000,000, (2) to Cahill, Warnock, Strategic Partners Fund, L.P., in an amount not to exceed $2,000,000, (3) Business Days prior to the Mandatory Prepayment Date. Issuer shall notMDNH Partners, and shall L.P. in an amount not permit any to exceed $288,000, (4) to Engmann Options, Inc. in an amount not to exceed $288,000, ▇▇▇ (5) to Scott Crist in an amount not to exceed $850,000 so long a▇ ▇▇▇ ▇▇▇▇▇ment of such Indebtedness comes from investments of the Subsidiaries toEquity Investors, use or (Z) with respect to any Net Proceeds received from any Asset Sale prepayment of an amount that is equal to repay any Junior Indebtednessor less than $50,000.

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 by an amount equal to the sum of: (i) the outstanding principal amount of the Notes, plus (ii) accrued and unpaid interest thereon through Net Cash Proceeds of such incurrence. The provisions of the prepayment date, plus (iii) all other Obligations that are due and payable, including Purchasers’ Expenses and interest at paragraph do not constitute a consent to the Default Rate, if applicable, with respect to incurrence of any past due amountsIndebtedness not permitted by Section 6.2. (iib) If any Capital Stock shall be issued by the Borrower (excluding any Capital Stock issued to Resources and any capital contributions received by the Borrower from Resources), then, on the date of such issuance, the Loans shall be prepaid by an amount equal to 50% of the amount of the Net Cash Proceeds of such issuance. The provisions of the paragraph do not constitute a consent to any Change of Control. (c) 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, Issuer 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 the Borrower or any of its Subsidiaries 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 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 that may be excluded from the foregoing requirement pursuant to a Reinvestment Notice shall not exceed $5,000,000 in any fiscal year of the Borrower and (ii) 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 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 paragraph do not constitute a consent to the consummation of any Disposition not permitted by Section 2.2(c). Amounts to be applied in connection with prepayments made 6.5. (d) The application of any prepayment pursuant to this Section 2.2(c)(ii) 2.7 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 (collectivelyBase Rate 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) 2.7 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. In the event of any sale, lease or other transfer of assets (ian "Asset Disposition") If by either of the Companies or any Subsidiary (other than Indebtedness permitted to be incurred, the sale of inventory in the ordinary course of business and other asset sales permitted to be made pursuant to the Senior Credit Facility (as in effect on the date hereof) and not giving rise to a required prepayment or reduction in commitment thereunder) or the incurrence of any Indebtedness (other than pursuant to the Senior Credit Facility (as in effect on the date hereof) and not giving rise to a required prepayment or reduction in commitment thereunder) or completion of any equity financing by either of the Companies or any Subsidiary thereof Ubiquitel shall prepay the Notes then outstanding, after repayment of the Senior Credit Facility (or after receipt of any required consents or waivers from the lenders under the Senior Credit Facility) in the following amounts: (a) 100% of the cash proceeds (net of other reasonable costs associated with such transaction) of such Asset Disposition; (b) l00% of the cash proceeds (net of underwriting discounts and commissions and all other reasonable costs associated with such transaction) of any such Indebtedness; and (c) 100% of the cash proceeds (net of underwriting discounts and commissions and all other reasonable costs associated with such transaction) of such equity financing. Upon any prepayment of the principal amount of any Notes under this Section 6.1, Ubiquitel shall also pay the holder or holders of any such Notes any accrued and unpaid interest to the date of prepayment (or repayment). If, on any such prepayment date, the aggregate principal amount of the Notes outstanding is accelerated (includingless than the amount required to be prepaid on such date, but not limited to, upon the occurrence of a bankruptcy or insolvency event (including the acceleration of claims by operation of law)), Issuer Ubiquitel shall immediately pay to Purchasers, payable to each Purchaser prepay all Notes in accordance with its respective Pro Rata Share, an amount equal to the sum of: (i) the outstanding full. The aggregate principal amount of the Notes, plus (ii) accrued and unpaid interest thereon through the each 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) 6.1 shall be payable to each Purchaser in accordance with its respective Pro Rata Share; provided that any Purchaser may decline any such prepayment (collectively, allocated among all Notes at the “Declined Amount”)time outstanding, in which case proportion, as nearly as practicable, to the Declined Amount shall be retained by Issuerrespective unpaid principal amounts of such Notes. Each prepayment of Ubiquitel's obligation to prepay the Notes under this Section 2.2(c)(ii) 6.1 in the amounts required by this Section 6.1 shall be accompanied by accrued interest fixed until there is no longer any remaining aggregate principal amount of outstanding Notes, and Ubiquitel shall not receive any credit or offset with respect to such obligation as a result of any prepayment under Section 6.2, hereof. Ubiquitel shall give the date holders of such prepayment on the amount prepaid. Issuer shall deliver to each Purchaser Notes written notice of each scheduled prepayment of Notes in whole or in part pursuant to under this Section 2.2(c)(ii6.1(a) at least thirty (30) and not more than sixty (60) days prior to the scheduled prepayment date for such prepayment. Notwithstanding the foregoing, no such prepayments shall be required under this Section 6.1 if (i) the Senior Credit Facility does not require the proceeds from such asset sale, lease or transfer, such incurrence of Indebtedness or from such equity financing to be applied to repay amounts owing under the Senior Credit Facility (ii) not less than five (5) Business Days prior to $10,000,000 of Indebtedness is outstanding under 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, Senior Credit Facility and (iii) the option Paribas is not at such time a lender to UHC or any Subsidiary of each Purchaser to UHC (x) decline other than Ubiquitel and its share of Subsidiaries at 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 Indebtednesstime).

Mandatory Prepayments. The Borrower shall make the following mandatory prepayments, without premium or penalty (iexcept for any Breakage Costs or Interest Fix Fees, as applicable). (a) If The Borrower shall apply funds disbursed from the principal amount Distribution Reserve Account to the extent provided in Section 3.10(b)(i) of the Notes is accelerated (including, but not limited to, upon Depositary Agreement to the occurrence prepayment 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 Term Loans in accordance with its respective Pro Rata Share, an amount equal Section 2.9; (b) The Borrower shall apply the Net Cash Proceeds received from a Permitted Sale to the sum of: (i) the outstanding principal amount prepayment of the Notes, plus (ii) accrued and unpaid interest thereon through Term Loans of the prepayment date, plus (iii) all other Obligations that are due and payable, including Purchasers’ Expenses and interest at applicable Term Loan Tranche in accordance with Section 3.9 of the Default Rate, if applicable, with respect to any past due amountsDepositary Agreement. (iic) If on any date Issuer or any Subsidiary shall receive Net Proceeds from any Asset Sale, Issuer The Borrower shall apply an amount equal to one hundred percent (100%Loss Proceeds disbursed from the Prepayment Account in accordance with Sections 3.8 and 3.9(b) of such Net Proceedsthe Depositary Agreement to the prepayment of the Tranche of Loans for the Project that experienced the Event of Loss, to prepay the Notes; provided that,in accordance with Section 2.9; (1d) Issuer may deliver a Reinvestment Notice with respect The Borrower shall apply amounts disbursed from the Revenue Account pursuant to Section 3.2(c)(v) of the Depositary Agreement to the percentage prepayment of DSR LC Loans in accordance with Section 2.9 (and, if such Net Proceeds in disbursed amount is less than the Issuer Retention column belowaggregate outstanding amount of DSR LC Loans, and such amount shall be applied pro rata to the prepayment of the DSR LC Loans); (e) The Borrower shall apply an amount equal funds disbursed from the Revenue Account to the percentage extent provided in Section 3.2(c)(vi) of such Net Proceeds the Depositary Agreement to the prepayment of the Term Loans outstanding for the applicable Merchant Project or Lower-Tier CS Project in the Note Repayment column below, to prepay the Notes: accordance with Section 2.9; and (2f) notwithstanding The Borrower shall prepay Construction Loans on the foregoing, on each Reinvestment Prepayment Date, Issuer shall apply an amount equal Term Conversion Date to the Reinvestment Prepayment Amount with respect to extent required by the relevant Reinvestment Event to prepay the Notes (together with any applicable premiumterms of Section 2.4(c). All Net Proceeds from Asset Sales shall be deposited in a Collateral Account pending repayment or reinvestment , in accordance with Section 2.9. (g) The Borrower shall prepay Term Loans to the extent required by 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 5.22, 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 Indebtedness2.9.

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 all outstanding principal amount of the Notes, Notes plus (ii) accrued and unpaid interest thereon through the prepayment date, (ii) the Prepayment Premium, plus (iii) all other Obligations that are due and payable, including Purchasers’ Expenses and interest at the Default Rate, if applicable, Rate with respect to any past due amounts. The Prepayment Premium shall also be payable in the event the Obligations (and/or this Agreement) are satisfied or released by foreclosure (whether by power of judicial proceeding), deed in lieu of foreclosure or by any other means. ISSUER AND EACH GUARANTOR EXPRESSLY WAIVE (TO THE FULLEST EXTENT IT MAY LAWFULLY DO SO) THE PROVISIONS OF ANY PRESENT OR FUTURE STATUTE OR LAW THAT PROHIBITS OR MAY PROHIBIT THE COLLECTION OF THE FOREGOING PREPAYMENT PREMIUM IN CONNECTION WITH ANY SUCH ACCELERATION. (ii) If on any date Issuer or any Restricted 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, together with the Prepayment Premium; provided that, (1) in the case of an Asset Sale that is not a Product Intellectual Property Sale, 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, together with the Prepayment Premium: Proceeds (millions) Note Repayment (%) Issuer Retention (%) First $10.0 25.0 % 75.0 % Next $10.0 35.0 % 65.0 % Next $10.0 45.0 % 55.0 % Any remaining proceeds thereafter 50.0 % 50.0 % (2) to the extent any Purchaser declines such Net Proceeds, the Issuer shall apply such Net Proceeds to offer to prepay the First Lien Term Loans, together with any applicable premium, (3) [reserved], and (24) 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)) or, to the extent any Purchaser declines such Net Proceeds, the First Lien Term Loans. 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 Restricted Subsidiaries to, use any Net Proceeds received from any Asset Sale to repay any Junior Indebtedness.

Mandatory Prepayments. (i) If at any time the principal outstanding balance of the aggregate Revolving Loan exceeds the lesser of (A) the Maximum Amount and (B) the Aggregate Borrowing Base, LESS, in each case, the aggregate outstanding Swing Line Loan and Reserves against Borrowing Availability at such time, Borrowers shall immediately repay the aggregate outstanding Revolving Credit Advances to the extent required to eliminate such excess. If any such excess remains after repayment in full of the aggregate outstanding Revolving Credit Advances, Borrowers shall provide cash collateral for the Letter of Credit Obligations in the manner set forth in ANNEX B to the extent required to eliminate such excess. Furthermore, if the outstanding balance of the Revolving Loan of any Borrower exceeds that Borrower's separate Borrowing Base at any time less the outstanding balance of the Swing Line Loan of such Borrower at such time, the applicable Borrower shall immediately repay its Revolving Credit Advances in the amount of the Notes is accelerated such excess (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 Rateand, if applicablenecessary, with respect shall provide cash collateral for its Letter of Credit Obligations as described above). Notwithstanding the foregoing, any Overadvance made pursuant to any past due amountsSection 1.1(a)(iii) shall be repaid only on demand. (ii) If on Immediately upon receipt by any date Issuer Borrower of proceeds of any asset disposition (including condemnation proceeds, but excluding proceeds of asset dispositions permitted by SECTION 6.8 (a)) or any sale of Stock of any Subsidiary of any Borrower, Borrowers shall receive Net Proceeds from any Asset Sale, Issuer shall apply prepay the Loans in an amount equal to one hundred percent all such 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 (to the extent such Net ProceedsLiens constitute Permitted Encumbrances hereunder), if any, and (D) an appropriate reserve for income taxes in accordance with GAAP in connection therewith. Any such prepayment shall be applied in accordance with CLAUSE (c) below. Notwithstanding the foregoing, mandatory prepayments from the net proceeds of asset dispositions shall only be required to the extent that the aggregate amount of those net proceeds exceeds $2,500,000 in any Fiscal Year. (iii) If RII issues Stock, no later than the Business Day following the date of receipt of the proceeds thereof, all Borrowers shall prepay the Notes; provided that, (1) Issuer may deliver a Reinvestment Notice with respect to the percentage of such Net Proceeds Loans in the Issuer Retention column below, and shall apply an amount equal to the percentage 100% of such Net proceeds, net of underwriting discounts and commissions and other reasonable costs paid to non-Affiliates in connection therewith, other than (x) issuances of Stock of RII as consideration for Permitted Acquisitions (y) Equity Proceeds to the extent used within 180 days of receipt for funding the purchase price of Permitted Acquisitions as to which (i) RII and/or one of its Subsidiaries have entered into a letter of intent with the applicable selling party within 90 days of receipt of such Equity Proceeds and (ii) RII and/or one of its Subsidiaries consummate such Permitted Acquisition not later than 180 days from the date of receipt of such Equity Proceeds and (z) proceeds of Settlement Issuances. Any such prepayment shall be applied in accordance with CLAUSE (c) below and shall be allocated to each Borrower's Obligations based upon the Note Repayment column belowrelative outstanding balances of each Borrower's Obligations to the aggregate Obligations of all Borrowers. If any mandatory prepayment is required under this Section 1.3(b)(iii), RII shall make contributions to the capital of each Borrower in an amount sufficient to enable each Borrower to pay its Ratable Share thereof. (iv) Until the Termination Date, Borrowers shall prepay the Notes: and Obligations on the earlier of the date which is ten (210) notwithstanding days after (A) the foregoingdate on which RII's annual audited Financial Statements for the immediately preceding Fiscal Year are delivered pursuant to ANNEX E or (B) the date on which such annual audited Financial Statements were required to be delivered pursuant to ANNEX E, on each Reinvestment Prepayment Date, Issuer shall apply in an amount equal to sixty-five percent (65%) of Excess Cash Flow for the Reinvestment Prepayment Amount with respect immediately preceding Fiscal Year. Any prepayments from Excess Cash Flow paid pursuant to the relevant Reinvestment Event to prepay the Notes this CLAUSE (together with any applicable premium). All Net Proceeds from Asset Sales iv) shall be deposited in a Collateral Account pending repayment or reinvestment allocated to each Borrower's Obligations based upon such Borrower's relative contribution to Excess Cash Flow and shall be applied in accordance with the terms of this Section 2.2(c)CLAUSE (c) below. 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 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 a certificate signed by Borrower Representative's chief financial officer certifying the manner in which Excess Cash Flow, the resulting prepayment, and the method of allocation to each Borrower's Obligations were calculated, which certificate shall be in form and substance satisfactory to Agent. (v) If RII completes one or more Settlement Issuances, no later than the Business Day following the date of receipt of the proceeds thereof, all Borrowers shall prepay the Loans in an amount equal to 100% of such prepayment proceeds, net of underwriting discounts and commissions and other reasonable costs paid to non-Affiliates in connection therewith; provided that, in the case of Pre-Settlement Issuances, so long as no Event of Default has occurred and is continuing, Borrower Representative may elect to deposit such net proceeds in a cash collateral account pledged to Agent on terms reasonably satisfactory to Agent, which cash collateral shall, following the amount prepaid. Issuer shall deliver termination of the Caside Reserve, be released to each Purchaser notice Borrowers at the written request of each prepayment Borrower Representative for purposes of Notes funding any amounts for settlement of the Caside Associates Litigation or funding any Permitted Acquisition 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 event that (i) the Mandatory Prepayment Date, no Revolving Credit Advances are then outstanding to any Borrower and (ii) the aggregate amount no Event of such prepayment, Default shall have occurred 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 Indebtednessbe continuing.

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 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 pursuant to this Agreement, 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, 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 the continuance of 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 other prepayment premium, penalty or fee shall be due in connection with any prepayment made pursuant to this Section 2.2(c)(ii2.4.4(a). Any partial principal prepayment under this Section 2.4.4(a) shall be payable applied to each Purchaser the last payments of principal due under the Loan. (b) Notwithstanding anything to the contrary contained herein, in the event that Lender has elected to prepay the Debt in accordance with its respective Pro Rata Share; provided that any Purchaser Section 2.4.4(a) and the Net Proceeds to be applied to reduce the Debt are in excess of Four Hundred Five Million and No/100 Dollars ($405,000,000.00) but are not sufficient to pay the Obligations in full, and so long as no Event of Default has occurred and is continuing, Borrower may decline any such prepayment (collectively, prepay the “Declined Amount”), in which case the Declined Amount shall be retained by Issuer. Each prepayment entire principal balance of the Notes and any other amounts outstanding under the Notes, this Section 2.2(c)(iiAgreement, or any of the other Loan Documents, without payment of the Prepayment Fee, Liquidated Damages Amount or any other prepayment premium, penalty or fee on any Business Day. As a condition of such right, Borrower must deliver to Lender a Prepayment Notice (which must state a prepayment date that is no later than thirty (30) shall be accompanied by accrued interest to days after 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)(iiPrepayment Notice) 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 (iLender’s application of Net Proceeds in accordance with Section 2.4.4(a) 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 so long as Lender provides Borrower with at least three (3) Business Days notice prior to the Mandatory Prepayment Date. Issuer shall notsuch application, and otherwise within three (3) Business Days of Lender’s application of Net Proceeds in accordance with Section 2.4.4(a). If such prepayment is not made on a Monthly Payment Date, Borrower shall not permit any also pay interest that would have accrued on the principal balance of the Subsidiaries Notes to, use any Net Proceeds received from any Asset Sale to repay any Junior Indebtednessbut not including, the next Monthly Payment Date notwithstanding that such Monthly Payment Date extends beyond the Repayment Date.

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 toBorrower authorizes Lender, upon the occurrence at Lender’s option, 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, 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. (ia) If Unless the principal amount Required Prepayment Lenders shall otherwise agree, if any Capital Stock shall be issued, or Indebtedness incurred, by the 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 7.2), then on the date of such issuance or incurrence, the Tranche B Term Loans shall be prepaid by an amount equal to the sum of: (i) in the outstanding principal amount case of Capital Stock issuance (other than as a result of exercise of stock options pursuant to the Company’s stock option plans and severance plans), 50% of the Notes, plus Net Cash Proceeds of such issuance or (ii) accrued in the case of Indebtedness incurrence, 100% of the Net Cash Proceed of such incurrence, as the case may be, as set forth in Section 2.12(d). The provisions of this Section do not constitute a consent to the issuance of any equity securities by any entity whose equity securities are pledged pursuant to the Guarantee and unpaid interest thereon through Collateral Agreement, or 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 Borrower or any past due amountsof its Subsidiaries. (iib) If Unless the Required Prepayment Lenders shall otherwise agree, if on any date Issuer the Borrower or any Subsidiary of its 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 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 Tranche B Term 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 2.12(d); provided that, to prepay the Notes: and (2) notwithstanding the foregoing, on each Reinvestment Prepayment Date, Issuer Date the Tranche B Term 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 2.12(d). 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. (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, 2007, there shall be Excess Cash Flow, then, on the relevant Excess Cash Flow Application Date, the Tranche B Term Loans shall be prepaid by an amount equal to the ECF Percentage of such Excess Cash Flow, as set forth in Section 2.12(d). Each such prepayment shall be made on a date (an “Excess Cash Flow Application Date”) no later than five days after the earlier of (i) the date on which the financial statements of the Borrower referred to in Section 6.2(a), for the fiscal year with respect to which such prepayment is made, are required to be delivered to the Lenders and (ii) the date such financial statements are actually delivered. (d) Amounts to be applied in connection with prepayments made pursuant to this Section 2.2(c)(ii) 2.12 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 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 IndebtednessTranche B Term Loans.

Mandatory Prepayments. (i) 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, 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, Lender may, in its sole discretion, apply Net Proceeds as a prepayment of, the Debt in an amount equal to one hundred percent (100%) of such Net Proceeds. Except during the continuance of 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; and Third, to principal. Notwithstanding anything herein to the contrary, so long as no Event of Default has occurred and 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 2.4.4. So long as no Event of Default has occurred and is continuing, any Purchaser may decline any such 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 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 applied (x) decline its share first, on a pro rata and pari passu basis based on the relative principal balance of such prepayment or each Senior Note, to each Senior Note until paid in full and (y) accept Declined Amounts. Any Purchaser that wishes second, on a pro rata and pari passu basis based on the relative principal balance of each Junior Note, 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 each Junior IndebtednessNote until paid in full.

Mandatory Prepayments. (ia) If On the principal amount of next occurring Payment Date following the Notes date on which Lender shall receive any Net Proceeds Prepayment that 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 entitled to Purchasers, payable to each Purchaser apply in accordance with its respective Pro Rata Sharethis Section 2.4.2 and not otherwise make available or deliver to Borrower pursuant to Section 6.4, Borrower shall prepay or authorize Lender to apply such Net Proceeds Prepayment as a prepayment of all or a portion of the Outstanding Loan Amount in an amount equal to the sum of: (i) the outstanding principal amount aggregate 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 Prepayment up to an amount equal to the percentage of such Net Proceeds in Release Amount for the Note Repayment column belowaffected Individual Property, to prepay the Notes: and (2) notwithstanding following a Rated Securitization of the foregoingLoan, all Additional Interest with respect to the portion of the Loan subject to such Rated Securitization and (3) the actual reasonable costs of Lender in connection with such prepayment to the extent such amounts are not paid to Lender in accordance with Article VI hereof, excluding any Breakage Costs (collectively, the “Mortgage Mandatory Prepayment Amount”). Amounts paid to or applied by ▇▇▇▇▇▇ as a Mortgage Mandatory Prepayment Amount shall first be applied to amounts required to be paid by Borrower to Lender pursuant to clause (3) above and then to the amounts set forth in clauses (1) and (2) on each Reinvestment a pro rata and pari passu basis. Except during the continuance of an Event of Default, any Net Proceeds Prepayment Datein excess of the Mortgage Mandatory Prepayment Amount applied pursuant to this Section 2.4.2 shall be applied as follows: (A) first, Issuer shall apply to the Mezzanine Lender, in an amount equal to the Reinvestment Mezzanine Mandatory Prepayment Amount with respect Amount, 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 in accordance with the terms Mezzanine Loan Documents and (B) lastly, to Borrower. During the continuance of this Section 2.2(c)an Event of Default, Lender may apply such Net Proceeds Prepayment to the Debt (until paid in full) in any order or priority as Lender may determine in its sole discretion. Amounts to No Spread Maintenance Premium or other premium or penalty shall be applied due in connection with prepayments any prepayment made pursuant to this Section 2.2(c)(ii2.4.2. The Release Amount for the Individual Property with respect to which such Net Proceeds Prepayment was applied shall be reduced by an amount equal to the principal portion of such prepayment applied to the Loan; provided, that, nothing herein shall be construed to reduce the aggregate Release Amount for any other Individual Property required to be paid to Lender prior to obtaining a release of the applicable Individual Property. Lender shall provide to Borrower, upon ten (10) days’ prior notice, (i) a release of the Individual Property if (A) at any time the Release Amount is reduced to zero, together with such additional documents and instruments evidencing or confirming the release as the Borrower shall reasonably request, or (B) Lender is required to deliver such release pursuant to a court order issued in connection with a Condemnation or (ii) a release of the portion of an Individual Property that is subject to a Condemnation. (b) As provided in Section 6.4(f) hereof, each Casualty/Condemnation Prepayment tendered by Borrower to Lender in accordance with said Section 6.4(f) shall be payable in the amount of the Release Amount in respect of the applicable Individual Property. No Spread Maintenance Premium or other penalty or premium shall be due in connection with any such Casualty/Condemnation Prepayment. (c) In connection with any release under this Section 2.4.2, in the event that such release would result in an Individual Borrower being an Unencumbered Borrower (but subject at all times to each Purchaser the penultimate sentence of Section 2.6.1(f)), such Unencumbered Borrower shall automatically be released by Lender from the obligations of the Loan Documents in accordance with its respective Pro Rata Share; provided that any Purchaser may decline any such prepayment (collectively, the “Declined Amount”Section 2.6.1(f), in except with respect to those obligations and liabilities which case expressly survive the Declined Amount shall be retained by Issuer. Each prepayment repayment 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 Loan pursuant to this Section 2.2(c)(ii) not less than five (5) Business Days prior any Loan Document. ▇▇▇▇▇▇ agrees to the date such prepayment shall be made (each, a “Mandatory Prepayment Date”). Such notice shall set forth deliver (i) a UCC-3 financing statement termination or amendment releasing ▇▇▇▇▇▇’s security interest in the Mandatory Prepayment Datecollateral pledged to Lender relating to each Unencumbered Borrower, and (ii) instruments executed by Lender reasonably necessary to evidence the aggregate amount of such prepayment, and (iii) the option release or cancellation of each Purchaser to (x) decline Unencumbered Borrower from its share of obligations under the Loan Documents. All reasonable costs and expenses incurred by Lender in connection with such prepayment or (y) accept Declined Amounts. Any Purchaser that wishes to exercise its option to decline such prepayment or to accept Declined Amounts release 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 paid by Borrower.