Common use of Mandatory Payments and Prepayments Clause in Contracts

Mandatory Payments and Prepayments. (a) Except to the extent due or paid sooner pursuant to the provisions of this Agreement, (i) the aggregate outstanding principal of the Revolving Loans shall be due and payable in full on the Maturity Date and (ii) the aggregate outstanding principal of the Swingline Loans shall be due and payable in full on the Swingline Maturity Date. (b) In the event that, at any time, the sum of (x) the aggregate principal amount of Revolving Loans outstanding at such time, (y) the aggregate Letter of Credit Exposure of all Lenders at such time and (z) the aggregate principal amount of Swingline Loans outstanding at such time (excluding the aggregate amount of any Swingline Loans to be repaid with proceeds of Revolving Loans made on the date of determination) shall exceed the aggregate Commitments at such time (after giving effect to any concurrent termination or reduction thereof), (i) the Borrower will immediately prepay the outstanding principal amount of the Swingline Loans, (ii) to the extent of any excess remaining after prepayment in full of outstanding Swingline Loans, the Borrower will immediately prepay the outstanding principal amount of the Revolving Loans in the amount of such excess, and (iii) to the extent of any excess remaining after prepayment in full of outstanding Swingline Loans and outstanding Revolving Loans, the Borrower will pay into the Cash Collateral Account as cover for Letter of Credit Exposure, as more particularly described in Section 3.8, in the amount of such excess. (c) Each payment or prepayment pursuant to the provisions of this Section shall be applied ratably among the Lenders holding the Loans being prepaid, in proportion to the principal amount held by each. (d) Each payment or prepayment of a LIBOR Loan made pursuant to the provisions of this Section on a day other than the last day of the Interest Period applicable thereto shall be made together with all amounts required under Section 2.18 to be paid as a consequence thereof.

Mandatory Payments and Prepayments. (a) Except to the extent due or paid sooner pursuant to the provisions of this Agreement, (i) the aggregate outstanding principal of the Revolving Loans shall be due and payable in full on the Maturity Date and (ii) the aggregate outstanding principal of the Swingline Loans shall be due and payable in full on the Swingline Maturity Date. (b) In the event that, at any time, the sum of (x) the aggregate principal amount of Revolving Loans outstanding at such time, (y) the aggregate Letter of Aggregate Credit Exposure of all Lenders at such time and (z) the aggregate principal amount of Swingline Loans outstanding at such time (excluding the aggregate amount of any Swingline Loans to be repaid with proceeds of Revolving Loans made on the date of determination) shall exceed the aggregate Commitments at such time (after giving effect to any concurrent termination or reduction thereof)) or the Maximum Availability at such time, (i) the Borrower will immediately prepay the outstanding principal amount of the Swingline LoansLoans and, (ii) to the extent of any excess remaining after prepayment in full of outstanding Swingline Loans, the Borrower will immediately prepay the outstanding principal amount of the Revolving Loans Loans, in the amount of such excess, and (iii) provided that, to the extent such excess amount is greater than the aggregate principal amount of any excess remaining after prepayment in full of outstanding Swingline Loans and Revolving Loans outstanding Revolving Loansimmediately prior to the application of such prepayment, the Borrower will pay into amount so prepaid shall be retained by the Administrative Agent and held in the Cash Collateral Account as cover for Letter of Credit Exposure, as more particularly described in Section 3.8, in and thereupon such cash shall be deemed to reduce the amount aggregate Letter of such excessCredit Exposure by an equivalent amount. (c) Not later than 180 days after receipt by any Credit Party of any proceeds of insurance, condemnation award or other compensation in respect of any Casualty Event (or, if earlier, upon its determination not to repair or replace any property subject to such Casualty Event or to acquire assets used or useable in the business of the Borrower and its Subsidiaries), other than any Casualty Event with Net Cash Proceeds less than $1,000,000, the Borrower will prepay the outstanding principal amount of the Loans in an amount equal to 100% of the Net Cash Proceeds from such Casualty Event (less any amounts theretofore applied (or contractually committed to be applied) to the repair or replacement of property subject to such Casualty Event or to acquire assets used or useable in the business of the Borrower and its Subsidiaries) and will deliver to the Administrative Agent, concurrently with such prepayment, a certificate signed by a Financial Officer of the Borrower in form and substance satisfactory to the Administrative Agent and setting forth the calculation of such Net Cash Proceeds; provided, however, that, notwithstanding the foregoing, (i) except as otherwise provided in this Agreement (including in clause (ii) below) or in any other Credit Document, the Administrative Agent shall turn over to the Borrower any such proceeds received during such 180-day period (unless the Borrower has, prior to the Administrative Agent’s receipt of such proceeds, notified the Administrative Agent of its determination not to repair or replace the property subject to the applicable Casualty Event or to acquire assets used or useable in the business of the Borrower and its Subsidiaries), but nothing in this Section 2.6(c) shall be deemed to limit or otherwise affect any right of the Administrative Agent herein or in any of the other Credit Documents to receive and hold such proceeds as loss payee and to disburse the same to the Borrower upon the terms hereof or thereof, or any obligation of the Borrower or any of its Subsidiaries herein or in any of the other Credit Documents to remit any such proceeds to the Administrative Agent upon its receipt thereof, and (ii) any and all such proceeds received or held by the Administrative Agent or the Borrower or any of its Subsidiaries during the continuance of an Event of Default (regardless of any proposed or actual use thereof for repair, replacement or reinvestment) may, at the option of the Administrative Agent (or as otherwise directed by the Required Lenders) be applied to prepay the outstanding principal amount of the Loans. (d) Not later than 180 days after receipt by any Credit Party of proceeds in respect of any Asset Disposition other than an Excluded Asset Disposition (or, if earlier, upon its determination not to apply such proceeds to the acquisition of assets used or useable in the business of the Borrower and its Subsidiaries), the Borrower will prepay the outstanding principal amount of the Loans in an amount equal to 100% of the Net Cash Proceeds from such Asset Disposition (less any amounts theretofore applied (or contractually committed to be applied) to acquire assets used or useable in the business of the Borrower and its Subsidiaries) and will deliver to the Administrative Agent, concurrently with such prepayment, a certificate signed by a Financial Officer of the Borrower in form and substance satisfactory to the Administrative Agent and setting forth the calculation of such Net Cash Proceeds; provided, however, that any such Net Cash Proceeds not applied (or contractually committed to be applied) within 180 days to the acquisition of other assets as provided herein shall be applied by the Borrower as a prepayment of the outstanding principal amount of the Loans no later than the first Business Day immediately following such 180-day period. Notwithstanding the foregoing, nothing in this Section 2.6(d) shall be deemed to permit any Asset Disposition not expressly permitted under Section 8.4. (e) Each prepayment of the Loans made pursuant to Sections 2.6(c) and Section 2.6(d) shall be applied (i) first, to reduce the outstanding principal amount of the Swingline Loans (with a corresponding permanent reduction of the Commitments), (ii) second, to reduce the outstanding principal amount of the Revolving Loans (with a corresponding permanent reduction of the Commitments) and (iii) third, to the extent of any excess remaining after application as provided in clauses (i) above, to pay any outstanding Reimbursement Obligations and, to the extent of any excess remaining, to cash collateralize Letter of Credit Exposure. Within each Class of Loans, such prepayments shall be applied first to prepay all Base Rate Loans, and then to prepay LIBOR Loans in direct order of Interest Period maturities. Each payment or prepayment pursuant to the provisions of this Section 2.6 shall be applied ratably among the Lenders holding the Loans being prepaid, in proportion to the principal amount held by each. (d) , provided that if any Lender is a Defaulting Lender at the time of any such prepayment, any mandatory prepayment of the Loans shall, if the Administrative Agent so directs at the time of making such mandatory prepayment, be applied to the Loans of other Lenders as if such Defaulting Lender had no Loans outstanding and the outstanding Loans of such Defaulting Lender were zero. Each payment or prepayment of a LIBOR Loan made pursuant to the provisions of this Section on a day other than the last day of the Interest Period applicable thereto shall be made together with all amounts required under Section 2.18 to be paid as a consequence thereof. (f) In the event the Administrative Agent receives a notice of prepayment with respect to Sections 2.6(c) through 2.6(d), the Administrative Agent will give prompt notice thereof to the Lenders; provided that if such notice has also been furnished to the Lenders, the Administrative Agent shall have no obligation to notify the Lenders with respect thereto.

Mandatory Payments and Prepayments. (a) Except to the extent due or paid sooner pursuant to the provisions of this Agreement, (i) the aggregate outstanding principal of the Revolving Loans shall be due and payable in full on the Maturity Date and (ii) the aggregate outstanding principal of the Swingline Loans shall be due and payable in full on the Swingline Maturity Date. (b) In the event thatIf, at any time, the sum Dollar Amount of (x) the aggregate principal amount of Revolving Loans outstanding at such time, (y) the aggregate Letter of Aggregate Credit Exposure (determined as of all Lenders at such time the most recent Revaluation Date and (z) the aggregate principal amount of Swingline Loans outstanding at such time (excluding the aggregate amount of any Swingline Loans to be repaid with proceeds of Revolving Loans made on the date of determination) shall exceed 105% (or, if no Loans denominated in any Foreign Currency are then outstanding, 100%) of the aggregate Commitments at such time (after giving effect to any concurrent termination or reduction thereof), (i) then the applicable Borrower will or Borrowers, as the case may be, shall immediately prepay the outstanding principal amount of the Swingline LoansLoans and, (ii) to the extent of any excess remaining after prepayment in full of outstanding Swingline Loans, outstanding Reimbursement Obligations in the Borrower will immediately prepay amount of such excess, and, to the extent of any excess remaining after prepayment in full of outstanding Reimbursement Obligations, the outstanding principal amount of the Revolving Loans in the amount of such excess; provided that, and (iii) to the extent such excess amount is greater than the aggregate principal amount of any excess remaining after prepayment in full of outstanding Swingline Loans and outstanding Revolving Loans, Reimbursement Obligations and Revolving Loans outstanding immediately prior to the Borrower will pay into application of such prepayment, the amount so prepaid shall be retained by the Administrative Agent and held in the Cash Collateral Account as cover for Letter of Credit L/C Exposure, as more particularly described in Section 3.8, and thereupon such cash shall be deemed to reduce the aggregate L/C Exposure by an equivalent amount; provided further that the Administrative Agent shall promptly return any Cash Collateral held in excess of the amount required to be held as Cash Collateral pursuant to this Section 2.6(b) as determined on any Revaluation Date. (c) If, at any time, the Dollar Amount of the Credit Extended (determined as of the most recent Revaluation Date and excluding the aggregate amount of any Swingline Loans to be repaid with proceeds of Revolving Loans made on the date of determination) to any Borrower shall exceed 105% (or, if no Loans denominated in any Foreign Currency are then outstanding to such Borrower, 100%) of such Borrower’s Sublimit at such time (after giving effect to any concurrent termination or reduction thereof), then such Borrower shall immediately prepay the outstanding principal amount of the Revolving Loans made to such Borrower in the amount of such excess. (c) Each payment or prepayment ; provided that, to the extent such excess amount is greater than the aggregate principal amount of Revolving Loans made to such Borrower outstanding immediately prior to the application of such prepayment, the amount so prepaid shall be retained by the Administrative Agent and held in the Cash Collateral Account as cover for L/C Exposure, as more particularly described in Section 3.8, and thereupon such cash shall be deemed to reduce the aggregate L/C Exposure by an equivalent amount; provided further that the Administrative Agent shall promptly return any Cash Collateral held in excess of the amount required to be held as Cash Collateral pursuant to the provisions of this Section shall be applied ratably among the Lenders holding the Loans being prepaid, in proportion to the principal amount held by each2.6(c) as determined on any Revaluation Date. (d) Each payment or prepayment of a LIBOR Loan made pursuant to the provisions of this Section on a day other than the last day of the Interest Period applicable thereto shall be made together with all amounts required under Section 2.18 to be paid as a consequence thereof.

Mandatory Payments and Prepayments. (a) Except to the extent due or paid sooner pursuant to the provisions of this Agreement, (i) the aggregate outstanding principal of the Revolving Loans shall be due and payable in full on the Maturity Date and Date, (ii) the aggregate outstanding principal of the Dollar Swingline Loans shall be due and payable in full on the Swingline Maturity Date, and (iii) the aggregate outstanding principal amount of each Multicurrency Swingline Loan shall be due and payable in full on the earlier of (A) the date ten (10) Business Days following the date such Multicurrency Swingline Loan is made, and (B) the Swingline Maturity Date. (b) In the event that, at any time, the sum of (x) the aggregate principal amount of Aggregate Revolving Loans outstanding at such time, (y) the aggregate Letter of Dollar Credit Exposure of all Lenders at such time and (z) the aggregate principal amount of Swingline Loans outstanding at such time (excluding the aggregate amount of any Dollar Swingline Loans to be repaid with proceeds of Revolving Dollar Loans made on the date of determination) shall exceed the aggregate Dollar Commitments at such time (after giving effect to any concurrent termination or reduction thereof), (i) the Borrower will immediately prepay the outstanding principal amount of the Dollar Swingline LoansLoans to the amount of such excess and, (ii) to the extent of any excess remaining after prepayment in full of outstanding Dollar Swingline Loans, the Borrower will immediately prepay the outstanding principal amount of the Revolving Dollar Loans in the amount of such excess; provided that, and (iii) to the extent such excess amount is greater than the aggregate principal amount of any excess remaining after prepayment in full of outstanding Dollar Swingline Loans and Dollar Loans outstanding Revolving Loansimmediately prior to the application of such prepayment, the Borrower will pay into amount so prepaid shall be retained by the Administrative Agent and held in the Cash Collateral Account as cover for Letter of Credit Exposure, as more particularly described in Section 3.82.19(i), and thereupon such cash shall be deemed to reduce the aggregate Letter of Credit Exposure by an equivalent amount. In the event that, on any Revaluation Date, the Aggregate Revolving Multicurrency Credit Exposure (excluding the aggregate amount of any Multicurrency Swingline Loans to be repaid with proceeds of Multicurrency Loans made on such Revaluation Date) shall exceed 105% of the aggregate Multicurrency Commitments at such time (after giving effect to any concurrent termination or reduction thereof), the Borrower will prepay the outstanding principal amount of the Multicurrency Swingline Loans in the amount of such excess and, to the extent of any excess remaining after prepayment in full of outstanding Multicurrency Swingline Loans, the outstanding principal amount of the Multicurrency Loans in the amount of such excess. , (ci) Each payment or prepayment pursuant to the provisions within 1 Business Day after receipt of this Section shall be applied ratably among the Lenders holding the Loans being prepaid, in proportion to the principal amount held by each. (d) Each payment or notice thereof for any such prepayment of Multicurrency Loans denominated in Dollars and (ii) within 3 Business Days after receipt of notice thereof for any such prepayment of Multicurrency Loans denominated in a LIBOR Loan made pursuant to the provisions of this Section on a day other than the last day of the Interest Period applicable thereto shall be made together with all amounts required under Section 2.18 to be paid as a consequence thereofForeign Currency or Multicurrency Swingline Loans.

Mandatory Payments and Prepayments. (a) Except to the extent due or paid sooner pursuant to the provisions of this Agreement, (i) the aggregate outstanding principal of the Revolving Loans shall be due and payable in full on the Revolving Credit Maturity Date Date, and (ii) the aggregate outstanding principal of the Swingline Loans shall be due and payable in full on the Swingline Maturity Date. (b) In the event that, at any time, the sum of (x) the aggregate principal amount of Aggregate Revolving Loans outstanding at such time, (y) the aggregate Letter of Credit Exposure of all Lenders at such time and (z) the aggregate principal amount of Swingline Loans outstanding at such time (excluding the aggregate amount of any Swingline Loans to be repaid with proceeds of Revolving Loans made on the date of determination) shall exceed the aggregate Revolving Credit Commitments at such time (after giving effect to any concurrent termination or reduction thereof), (i) the Borrower Borrowers will immediately prepay the outstanding principal amount of the Swingline LoansLoans and, (ii) to the extent of any excess remaining after prepayment in full of outstanding Swingline Loans, the Borrower will immediately prepay the outstanding principal amount of the Revolving Loans in the amount of such excess; provided that, and (iii) to the extent such excess amount is greater than the aggregate principal amount of any excess remaining after prepayment in full of outstanding Swingline Loans and Revolving Loans outstanding Revolving Loansimmediately prior to the application of such prepayment, the Borrower will pay into amount so prepaid shall be retained by the Administrative Agent and held in the Cash Collateral Account as cover for Letter of Credit Exposure, as more particularly described in Section 3.8, in the amount of and thereupon such excess. (c) Each payment or prepayment pursuant to the provisions of this Section cash shall be applied ratably among deemed to reduce the Lenders holding the Loans being prepaid, in proportion to the principal amount held aggregate Letter of Credit Exposure by eachan equivalent amount. (d) Each payment or prepayment of a LIBOR Loan made pursuant to the provisions of this Section on a day other than the last day of the Interest Period applicable thereto shall be made together with all amounts required under Section 2.18 to be paid as a consequence thereof.

Mandatory Payments and Prepayments. (a) Except to the extent due or paid sooner pursuant to the provisions of this Agreement, (i) the aggregate outstanding principal of the Revolving Loans shall be due and payable in full on the Maturity Date and (ii) the aggregate outstanding principal of the Swingline Loans shall be due and payable in full on the Swingline Maturity Date. (b) In the event that, at any time, the sum of (x) the aggregate principal amount of Revolving Loans outstanding at such time, (y) the aggregate Letter of Credit Exposure of all Lenders at such time and (z) the aggregate principal amount of Swingline Loans outstanding at such time (excluding the aggregate amount of any Swingline Loans to be repaid with proceeds of Revolving Loans made on the date of determination) shall exceed the aggregate Commitments at such time (after giving effect to any concurrent termination or reduction thereof), (i) the Borrower will immediately prepay the outstanding principal amount of the Swingline LoansLoans and, (ii) to the extent of any excess remaining after prepayment in full of outstanding Swingline Loans, the Borrower will immediately prepay the outstanding principal amount of the Revolving Loans in the amount of such excess; provided that, and (iii) to the extent such excess amount is greater than the aggregate principal amount of any excess remaining after prepayment in full of outstanding Swingline Loans and Revolving Loans outstanding Revolving Loansimmediately prior to the application of such prepayment, the Borrower will pay into amount so prepaid shall be retained by the Agent and held in the Cash Collateral Account as cover for Letter of Credit Exposure, as more particularly described in Section SECTION 3.8, in and thereupon such cash shall be deemed to reduce the amount aggregate Letter of such excessCredit Exposure by an equivalent amount. (c) Each payment or prepayment pursuant to the provisions of this Section shall be applied ratably among the Lenders holding the Loans being prepaid, in proportion to the principal amount held by each. (d) Each payment or prepayment of a LIBOR Loan made pursuant to the provisions of this Section on a day other than the last day of the Interest Period applicable thereto shall be made together with all amounts required under Section SECTION 2.18 to be paid as a consequence thereof.

Mandatory Payments and Prepayments. (a) Except to the extent due or paid sooner pursuant to the provisions of this Agreement, (i) the aggregate outstanding principal of the Revolving Loans shall be due and payable in full on the Maturity Date and (ii) the aggregate outstanding principal of the Swingline Loans shall be due and payable in full on the Swingline Maturity Date. (b) In the event that, at any time, the sum of (x) the aggregate principal amount of Revolving Loans outstanding at such time, (y) the aggregate Letter of Credit Exposure of all Lenders at such time and (z) the aggregate principal amount of Swingline Loans outstanding at such time (excluding the aggregate amount of any Swingline Loans to be repaid with proceeds of Revolving Loans made on the date of determination) shall exceed the aggregate Commitments at such time (after giving effect to any concurrent termination or reduction thereof), (i) the Borrower will immediately prepay the outstanding principal amount of the Swingline Loans, (ii) to the extent of any excess remaining after prepayment in full of outstanding Swingline Loans, the Borrower will immediately prepay the outstanding principal amount of the Revolving Loans in the amount of such excess, and (iii) to the extent of any excess remaining after prepayment in full of outstanding Swingline Loans and outstanding Revolving Loans, the Borrower will pay into the Cash Collateral Account as cover for Letter of Credit Exposure, as more particularly described in Section 3.8, and thereupon such cash shall be deemed to reduce the aggregate Letter of Credit Exposure in the amount of such excess. (c) Each payment or prepayment pursuant to the provisions of this Section 2.6 shall be applied ratably among the Lenders holding the Loans being prepaid, in proportion to the principal amount held by each. (d) Each payment or prepayment of a LIBOR Loan made pursuant to the provisions of this Section 2.6 on a day other than the last day of the Interest Period applicable thereto shall be made together with all amounts required under Section 2.18 to be paid as a consequence thereof.

Mandatory Payments and Prepayments. (a) Except to the extent due or paid sooner pursuant to the provisions of this Agreement, the Borrower will repay the aggregate principal amount of the Initial Term Loans made on the Closing Date, (i) on the last day of each fiscal quarter of the Borrower, commencing with the fiscal quarter ending March 30, 2024 and for each fiscal quarter of the Borrower thereafter ending prior to the Initial Term Loan Maturity Date, in each case in an amount equal to 1.25% of the original principal amount of the Initial Term Loans made on the Closing Date (in each case as such payments may be reduced from time to time as a result of the application of prepayments in accordance with this Section 2.06 or Section 2.07 or increased as a result of any increase in the amount of the Initial Term Loans pursuant to Section 2.22) and (ii) on the Initial Term Loan Maturity Date, the remainder of the principal amount of the Initial Term Loans outstanding on such date. (b) The Borrower shall repay the Additional Term Loans of any Class in such scheduled amortization installments and on such date or dates as shall be specified therefor in the applicable Incremental Facility Agreement (as such payments may be reduced from time to time as a result of the application of prepayments in accordance with this Section 2.06). (c) Except to the extent due or paid sooner pursuant to the provisions of this Agreement, the Borrower shall pay the aggregate outstanding principal of the all Initial Revolving Loans shall be due and payable Swingline Loans in full on the Initial Revolving Credit Maturity Date and (ii) Date. The Borrower shall repay the aggregate outstanding principal Additional Revolving Loans of the Swingline Loans any Class on such date or dates as shall be due and payable specified therefor in full on the Swingline Maturity Dateapplicable Incremental Facility Agreement. (bd) In the event that, at any time, the sum of (x) Revolving Credit Exposure exceeds the total aggregate principal amount of Revolving Loans outstanding at such time, (y) the aggregate Letter of Credit Exposure of all Lenders at such time and (z) the aggregate principal amount of Swingline Loans outstanding at such time (excluding the aggregate amount of any Swingline Loans to be repaid with proceeds of Revolving Loans made on the date of determination) shall exceed the aggregate Commitments at such time (after giving effect to any concurrent termination or reduction thereof), the Borrower shall immediately without notice or demand prepay the Revolving Loans or Swingline Loans and/or reduce Letter of Credit Usage, in an aggregate amount not to exceed 100% of the total aggregate amount of the Revolving Credit Commitments, by taking any of the following actions as it shall determine at its sole discretion: (i) prepayment of Revolving Loans or Swingline Loans in accordance with Section 2.07, and (ii) with respect to such excess Letter of Credit Exposure, deposit of Cash in a cash collateral account owned by the Administrative Agent or “backstopping” or replacement of such Letters of Credit, in each case, in an amount equal to 103% of such excess Letter of Credit Exposure (minus the amount then on deposit in the applicable cash collateral account owned by the Administrative Agent). (e) Immediately upon the receipt thereof by any Credit Party, or any Subsidiary thereof, the Borrower will immediately prepay, in accordance with Section 2.06(g), the outstanding principal amount of the Loans in an amount equal to 100% of the Net Cash Proceeds from any Debt Issuance. (f) Subject to the last sentence of this Section 2.06(f), within five Business Days after the receipt thereof of Net Cash Proceeds from any Prepayment Asset Sale or Casualty Event, in any single transaction or series of related transactions by any Credit Party or any Subsidiary thereof (such Net Cash Proceeds in excess of such threshold, “Subject Proceeds”), and, so long as no Event of Default shall have occurred and be continuing, subject to the Borrower’s right to reinvest such Subject Proceeds as provided below, the Borrower will prepay, in accordance with Section 2.06(g), the outstanding principal amount of the Loans in an amount equal to 100% of the Subject Proceeds received with respect thereto. Notwithstanding the foregoing, (A) any Credit Party or any Subsidiary thereof shall have the option (to be exercised by the Borrower notifying the Administrative Agent of its intention to reinvest prior to the date any such prepayment is required to be made), directly or through one or more of their Subsidiaries, so long as no Event of Default shall have occurred and be continuing, to reinvest the Subject Proceeds from any such Prepayment Asset Sale or Casualty Event, as the case may be, in assets useful in the business of Holdings and its Subsidiaries, within 180 days of receipt thereof and (B) if, at the time that any such prepayment would be required hereunder, Holdings or any of its Subsidiaries is required to repay or repurchase any other Indebtedness (or offer to repay or repurchase such Indebtedness) that is secured by the Collateral on a pari passu basis with any Secured Obligation (such Indebtedness, the “Other Applicable Indebtedness”) pursuant to the terms of the documentation governing such Other Applicable Indebtedness with the Subject Proceeds from any such Prepayment Asset Sale or Casualty Event, then the relevant Person may apply such Subject Proceeds on a pro rata basis to the prepayment of the Loans and to the repurchase or repayment of the Other Applicable Indebtedness (determined on the basis of the aggregate outstanding principal amount of the Loans and the Other Applicable Indebtedness (or accreted amount if such Other Applicable Indebtedness is issued with original issue discount) at such time); it being understood that (1) the portion of such Subject Proceeds allocated to the Other Applicable Indebtedness shall not exceed the amount of such Subject Proceeds required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, (and the remaining amount, if any, of such Subject Proceeds shall be allocated to the Loans in accordance with the terms hereof), and the amount of the prepayment of the Loans that would have otherwise been required pursuant to this Section 2.06(f) shall be reduced accordingly and (2) to the extent the holders of the Other Applicable Indebtedness decline to have such Indebtedness prepaid or repurchased, the declined amount shall promptly (and in any event within five Business Days after the date of such rejection) be applied to prepay the Loans in accordance with the terms hereof. (g) In the event that the obligation of the Borrower to prepay the Loans shall arise pursuant to subsections (e) and (f) above, except as otherwise provided in any Incremental Facility Agreement, the Borrower shall prepay the outstanding principal amount of the Swingline Loans, (ii) to the extent of any excess remaining after prepayment in full of outstanding Swingline Loans, the Borrower will immediately prepay the outstanding principal amount of the Revolving Loans in the amount of such excess, prepayment obligation within the applicable time periods specified in subsections (e) and (iiif) above, as follows: first, to prepay all installments of the Term Loans pro rata to the extent remaining principal installments (excluding the principal installment payable at maturity) of any excess remaining after prepayment in full of outstanding Swingline the Term Loans and outstanding Revolving then to the principal installment payable at maturity, second, to prepay ratably the Reimbursement Obligations and the Swingline Loans, third, to prepay the Borrower will pay into Revolving Loans (without a corresponding permanent reduction in the Revolving Credit Commitments), and, fourth, to Cash Collateral Account as cover for Collateralize the remaining Letter of Credit Exposure, as more particularly described Exposure in Section 3.8, an amount equal to 103% of such excess Letter of Credit Exposure (minus the amount then on deposit in the amount applicable cash collateral account owned by the Administrative Agent). Mandatory prepayments shall be applied to applicable Lenders pro rata within an outstanding series, class or tranche of such excess. (c) Loans. Any prepayment of Loans with the Net Cash Proceeds of any Incremental Facility shall be applied to the applicable Class of Loans being refinanced or replaced. Each payment or prepayment pursuant to the provisions of this Section 2.06 shall be applied ratably among the Lenders holding the Loans being prepaid, in proportion to the principal amount held by each, and shall be applied (1) first, to prepay all Base Rate Loans, and (2) second, to the extent of any excess remaining after application as provided in clause (1) above, to prepay all SOFR Loans (and as among SOFR Loans, (A) first to prepay those SOFR Loans, if any, having Interest Periods ending on the date of such prepayment, and (B) thereafter, to the extent of any excess remaining after application as provided in clause (A) above, to prepay SOFR Loans in the manner that minimizes the amount of any payments required to be made pursuant to Section 2.18). (dh) Each payment or prepayment of a LIBOR SOFR Loan made pursuant to the provisions of this Section 2.06 on a day other than the last day of the Interest Period applicable thereto shall be made together with all amounts required under Section 2.18 to be paid as a consequence thereof. (i) Notwithstanding any provision under this Section 2.06 to the contrary, (i) any amounts that would otherwise be required to be paid by the Borrower pursuant to Section 2.06(f) above shall not be required to be so prepaid to the extent any such Net Cash Proceeds are received by a Foreign Subsidiary, for so long as the repatriation to the United States of any such amounts would be prohibited under any Requirement of Law or conflict with the fiduciary duties of such Foreign Subsidiary’s directors, or result in, or could reasonably be expected to result in, a material risk of personal or criminal liability for any officer, director, employee, manager, member of management or consultant of such Foreign Subsidiary (the Borrower agreeing to cause the applicable Foreign Subsidiary to promptly take all commercially reasonable actions (for a period not to exceed 12 months from the date of the event or calculation giving rise to such repatriation requirement) in compliance with the applicable local law to permit such repatriation), and once such repatriation of any such affected Net Cash Proceeds is permitted under the applicable Requirement of Law and, to the extent applicable, would no longer conflict with the fiduciary duties of such director, or result in, or could not reasonably be expected to result in, a material risk of personal or criminal liability for the Persons described above, such repatriation will be promptly effected and such repatriation of Net Cash Proceeds will be promptly (and in any event not later than three Business Days after such repatriation) applied (net of additional Taxes payable or reserved against as a result thereof) to the repayment of the Loans pursuant to this Section 2.06(i) to the extent provided herein (without regard to this clause (j)); and (ii) if the repatriation by a Foreign Subsidiary to the United States (or to the applicable jurisdiction of organization of the Borrower responsible for the applicable payment required pursuant to Section 2.06(f)) of any amount required to mandatorily prepay the Loans pursuant to Section 2.06(f) above would result in material adverse tax liability (including material withholding tax consequences) to the Borrower (including pursuant to any Tax sharing arrangements or any Tax Distribution), any of the Borrower’s direct or indirect equity owners or its Subsidiaries (such amount, a “Restricted Amount”), as determined in good faith by the Borrower, the amount the Borrower shall be required to mandatorily prepay pursuant to Section 2.06(f), as applicable, shall be reduced by the Restricted Amount until such time as it may repatriate to the United States such Restricted Amount without incurring such material adverse tax liability; provided that to the extent that the repatriation of any Net Cash Proceeds from such Foreign Subsidiary would no longer have a material adverse tax consequence, an amount equal to the Net Cash Proceeds not previously applied pursuant to preceding clauses (i) and (ii), shall be promptly applied to the repayment of the Loans pursuant to Section 2.06 as otherwise required above (without regard to this clause (j)). (j) Each Lender may elect, by notice to the Administrative Agent at or prior to the time, and in the manner specified by the Administrative Agent, of any prepayment of Loans required to be made by the Borrower pursuant to this Section 2.06 (except any prepayment required pursuant to Section 2.06(d) or Section 2.06(e)), to decline all (but not a portion) of its Applicable Percentage of such prepayment (such declined amounts, the “Declined Proceeds”) in which case such Declined Proceeds shall be retained by the Borrower and shall be added to the calculation of the Available Amount. If a Lender fails to deliver a notice of election declining receipt of its Applicable Percentage of such mandatory prepayment to the Administrative Agent within the time frame specified by the Administrative Agent, any such failure will be deemed to constitute an acceptance of such Lender’s Applicable Percentage of the total amount of such mandatory prepayment of the Loans.

Mandatory Payments and Prepayments. (a) Except to the extent due or paid sooner pursuant to the provisions of this Agreement, the Parent Borrower shall repay the Term Loans on each date set forth below in the aggregate principal amount opposite such date: (b) Except to the extent due or paid sooner pursuant to the provisions of this Agreement, (i) the aggregate outstanding principal of the Term Loans and the Revolving Loans shall be due and payable in full on the Maturity Date and Date, (ii) the aggregate outstanding principal of the Dollar Swingline Loans shall be due and payable in full on the Swingline Maturity Date, and (iii) the aggregate outstanding principal amount of each Multicurrency Swingline Loan shall be due and payable in full on the earlier of (A) the date ten (10) Business Days following the date such Multicurrency Swingline Loan is made, and (B) the Swingline Maturity Date. (bc) In the event that, at any time, the sum of (x) the aggregate principal amount of Aggregate Dollar Revolving Loans outstanding at such time, (y) the aggregate Letter of Credit Exposure of all Lenders at such time and (z) the aggregate principal amount of Swingline Loans outstanding at such time (excluding the aggregate amount of any Dollar Swingline Loans to be repaid with proceeds of Dollar Revolving Loans made on the date of determination) shall exceed the aggregate Dollar Revolving Commitments at such time (after giving effect to any concurrent termination or reduction thereof), (i) the Parent Borrower will immediately prepay the outstanding principal amount of the Dollar Swingline LoansLoans to the amount of such excess and, (ii) to the extent of any excess remaining after prepayment in full of outstanding Dollar Swingline Loans, the Borrower will immediately prepay the outstanding principal amount of the Dollar Revolving Loans in the amount of such excess; provided that, to the extent such excess amount is greater than the aggregate principal amount of Dollar Swingline Loans and Dollar Revolving Loans outstanding immediately prior to the application of such prepayment, the amount so prepaid shall be retained by the Administrative Agent and held in the Cash Collateral Account as cover for Dollar Letter of Credit Exposure, as more particularly described in Section 2.20(i), and thereupon such cash shall be deemed to reduce the aggregate Dollar Letter of Credit Exposure by an equivalent amount. In the event that, on any Revaluation Date, the Aggregate Multicurrency Revolving Credit Exposure (iiiexcluding the aggregate amount of any Multicurrency Swingline Loans to be repaid with proceeds of Multicurrency Revolving Loans made on such Revaluation Date) shall exceed 105% of the aggregate Multicurrency Revolving Commitments at such time (after giving effect to any concurrent termination or reduction thereof), the applicable Borrower or Borrowers, as the case may be, will prepay the outstanding principal amount of the Multicurrency Swingline Loans in the amount of such excess and, to the extent of any excess remaining after prepayment in full of outstanding Multicurrency Swingline Loans, the outstanding principal amount of the Multicurrency Revolving Loans in the amount of such excess, (i) within 1 Business Day after receipt of notice thereof for any such prepayment of Multicurrency Revolving Loans denominated in Dollars and (ii) within 3 Business Days after receipt of notice thereof for any such prepayment of Multicurrency Revolving Loans denominated in a Foreign Currency or Multicurrency Swingline Loans, provided that, to the extent such excess amount is greater than the aggregate principal amount of Multicurrency Swingline Loans and Multicurrency Revolving Loans outstanding Revolving Loansimmediately prior to the application of such prepayment, the Borrower will pay into amount so prepaid shall be retained by the Administrative Agent and held in the Cash Collateral Account as cover for Multicurrency Letter of Credit Exposure, as more particularly described in Section 3.82.20(i), in the amount of and thereupon such excess. (c) Each payment or prepayment pursuant to the provisions of this Section cash shall be applied ratably among deemed to reduce the Lenders holding the Loans being prepaid, in proportion to the principal amount held aggregate Multicurrency Letter of Credit Exposure by eachan equivalent amount. (d) Each payment or prepayment of a LIBOR Loan made pursuant to the provisions of this Section on a day other than the last day of the Interest Period applicable thereto shall be made together with all amounts required under Section 2.18 to be paid as a consequence thereof.

Mandatory Payments and Prepayments. (a) Except to the extent due or paid sooner pursuant to the provisions of this Agreement, (i) the aggregate outstanding principal of the Revolving Loans shall be due and payable in full on the Maturity Date and (ii) the aggregate outstanding principal of the Swingline Loans shall be due and payable in full on the Swingline Maturity Date. (b) In the event that, If at any time, the sum of (x) the aggregate principal amount of Revolving Loans outstanding at such time, (y) the aggregate Letter of Credit Exposure of all Lenders at such time and (z) the aggregate principal amount of Swingline Loans outstanding at such time (excluding the aggregate amount of any Swingline Loans to be repaid with proceeds of Revolving Loans made on the date of determination) shall exceed the aggregate Commitments at such time (after giving effect to any concurrent termination or reduction thereof), (i) the Borrower will immediately prepay the outstanding principal amount of the Swingline Loans, (ii) to Loans exceeds the extent Total Commitment by reason of any excess remaining after prepayment a scheduled reduction in full of outstanding Swingline Loansthe Total Commitment or otherwise, the Borrower will immediately prepay shall pay to the outstanding principal amount Agent on such date, for the account of the Revolving Loans in the amount of such excess, Lenders and (iii) for application to the extent repayment of any excess remaining after prepayment in full of outstanding Swingline Loans and outstanding Revolving the Loans, the Borrower will pay into the Cash Collateral Account as cover for Letter of Credit Exposure, as more particularly described in Section 3.8, in the amount of such excess. (cb) Each payment or prepayment Concurrently with each Mandatory Reduction of the Total Commitment pursuant to Section 2.3.2, the provisions Borrower shall prepay the principal of this Section shall be applied ratably among the Lenders holding the Loans being prepaid, in proportion an amount equal to the lesser of (a) the amount of such Mandatory Reduction or (b) the outstanding principal amount held by eachof the Loans. (di) Each If, at the time of any payment or prepayment of a LIBOR Loan made pursuant principal, there are outstanding any Swing Line Borrowings, such payment or prepayment of principal shall be applied first to the provisions payment or prepayment, as applicable, of this outstanding Swing Line Borrowings, and then in accordance with the following subparagraph (ii). (ii) Subject to the preceding subparagraph (i): unless otherwise specified by the Borrower (solely with respect to voluntary prepayments) in writing at the time of any payment or prepayment of principal, each payment or prepayment of principal shall be applied first to the payment or prepayment, as applicable, of outstanding Base Rate Loans, and second to the payment or prepayment, as applicable, of outstanding IBOR Rate Loans, in the order in which their respective Applicable Interest Periods terminate (and, in the case of IBOR Loans having Applicable Interest Periods ending on the same date, pro rata in accordance with their outstanding principal amounts or, if no Event of Default has occurred and is continuing and the Borrower so directs at the time of such payment, in such manner as the Borrower may direct to minimize the Borrower's liability under Section on a day other than the last day 2.8). Any payment or prepayment of the Interest Period applicable thereto principal of the Loans shall be made together with all accompanied by the payment of (x) such fees, expenses or other amounts required as may then be due and payable under Section 2.18 to be the Loan Documents and (y) accrued but unpaid interest on the principal so paid as a consequence thereofor prepaid.

Mandatory Payments and Prepayments. (a) Except to the extent due or paid sooner pursuant to the provisions of this Agreement, (i) the aggregate outstanding principal of the Revolving Loans and the Swing Line Loans shall be due and payable in full on the Maturity Date and (ii) the aggregate outstanding principal of the Swingline Loans shall be due and payable in full on the Swingline Maturity Date. (b) In the event that, at any time, the sum of (x) the Revolving Credit Outstandings, (y) the aggregate principal amount of Revolving Loans outstanding all Swing Line Outstandings at such time, and (yz) the aggregate Letter of Credit Exposure of all Revolving Lenders at such time and (z) the aggregate principal amount of Swingline Loans outstanding at such time (excluding the aggregate amount of any Swingline Loans to be repaid with proceeds of Revolving Loans made on the date of determination) shall exceed the aggregate Revolving Credit Commitments of all Revolving Lenders at such time (after giving effect to any concurrent termination or reduction thereof), (i) the Borrower will immediately prepay the outstanding principal amount of the Swingline Loans, (ii) to the extent of any excess remaining after prepayment in full of outstanding Swingline Loans, the Borrower will immediately prepay the outstanding principal amount of the Revolving Loans and Swing Line Loans in the amount of such excess; provided that, and (iii) to the extent such excess amount is greater than the aggregate principal amount of any excess remaining after prepayment in full of outstanding Swingline Revolving Loans and Swing Line Loans outstanding Revolving Loansimmediately prior to the application of such prepayment, the Borrower will pay into amount so prepaid shall be retained by the Administrative Agent and held in the Cash Collateral Account as cover for Letter of Credit Exposure, as more particularly described in Section 3.8SECTION 4.8, in and thereupon such cash shall be deemed to reduce the amount aggregate Letter of such excessCredit Exposure by an equivalent amount. (c) In the event each of the Term Loan A and the Term Loan B has been fully repaid, the Borrower will prepay the outstanding principal amount of the Revolving Credit Loans and the Swing Line Loans in the amounts and under the provisions set forth in SECTION 2.3(b) except that references therein to the Required Term Loan A Lenders or the Required Term Loan B Lenders shall be deemed to mean the Required Revolving Lenders. (d) Each prepayment of the Revolving Loans and the Swing Line Loans made pursuant to subsection (c) above shall be applied (i) first, to reduce the outstanding principal amount of the Revolving Loans and the Swing Line Loans, and (ii) second, to the extent of any excess remaining after application as provided in clause (i) above, to pay any outstanding Reimbursement Obligations, and thereafter to cash collateralize Letter of Credit Exposure pursuant to SECTION 4.8, and shall be applied first to prepay all Base Rate Loans before any LIBOR Loans are prepaid. Each payment or prepayment pursuant to the provisions of this Section shall be applied ratably among the Lenders holding the Revolving Loans being prepaid, in proportion to the principal amount held by each. (de) Each payment or prepayment of a LIBOR Loan (including any LIBOR Segment) made pursuant to the provisions of this Section SECTION 3.6 on a day other than the last day of the Interest Period applicable thereto shall be made together with all amounts required under Section 2.18 SECTION 5.11 to be paid as a consequence thereof; provided, however, at the request of the Borrower, any amount of any such prepayment of a LIBOR Loan shall be deposited in a separate Prepayment Account (as defined below), provided, further, that the deposit of the amount of such prepayment in a Prepayment Account does not excuse, diminish or discharge the Borrower's obligations to pay in full at the end of the applicable Interest Period or at any other time interest is payable with respect to such LIBOR Loan to be prepaid, all interest payable. The Administrative Agent shall apply any cash deposited in the Prepayment Account to prepay LIBOR Loans on the last day of the applicable Interest Period (or, at the direction of the Borrower, on any earlier date) until all outstanding Revolving Loans have been prepaid or until all the allocable cash on deposit in the Prepayment Account has been exhausted. For purposes of this Agreement, the term "Prepayment Account" shall mean an account established by the Borrower with the Administrative Agent and over which the Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal for application in accordance with this paragraph. The Administrative Agent will, at the request of the Borrower, invest amounts on deposit in the Prepayment Account in Cash Equivalents that mature prior to the last day of the applicable Interest Period of the LIBOR Loans to be prepaid; provided, however, that (i) the Administrative Agent shall not be required to make any investment that, in its sole judgment, would require or cause the Administrative Agent to be in or would result in any violation of any law, statute, rule or regulation, (ii) such Cash Equivalents shall be subjected to a first priority perfected security interest in favor of the Administrative Agent perfected by control or possession, as applicable under the Uniform Commercial Code and (iii) if an Event of Default shall have occurred and be continuing, the selection of such investments shall be in the sole discretion of the Administrative Agent. The Borrower shall indemnify the Administrative Agent for any losses relating to the investments so that the amount available to prepay LIBOR Loans on the last day of the applicable Interest Periods is not less than the amount that would have been available had no investments been made pursuant thereto. Other than any interest or profits earned on such investments, the Prepayment Accounts shall not bear interest. Interest or profits, if any, on the investments in any Prepayment Account shall accumulate in such Prepayment Account. If the maturity of the Loans has been accelerated pursuant to SECTION 12.2, the Administrative Agent may, in its sole discretion, apply all amounts on deposit in the Prepayment Account to satisfy any of the Obligations. The Borrower hereby pledges and assigns to the Administrative Agent, for its benefit and the benefit of the Lenders, each Prepayment Account established hereunder to secure the Obligations. To the extent the prepayment would or does reduce the outstanding principal amount of the Revolving Loans and the Swing Line Loans, such reduction shall be effective on the date the amount of the prepayment is deposited in the Prepayment Account.

Mandatory Payments and Prepayments. (a) Except to the extent due or paid sooner pursuant to the provisions of this Agreement, (i) the aggregate outstanding principal of the Revolving Loans shall be due and payable in full on the Maturity Date and (ii) the aggregate outstanding principal of the Swingline Loans shall be due and payable in full on the Swingline Maturity Date. (b) In the event that, at any time, the sum of (xy) the aggregate principal amount of Revolving Loans outstanding at such time, time and (yz) the aggregate Letter of Credit Exposure of all Lenders at such time and (z) the aggregate principal amount of Swingline Loans outstanding at such time (excluding the aggregate amount of any Swingline Loans to be repaid with proceeds of Revolving Loans made on the date of determination) shall exceed the aggregate Commitments at such time (after giving effect to any concurrent termination or reduction thereof), (i) the Borrower will immediately prepay the outstanding principal amount of the Swingline Loans, (ii) to the extent of any excess remaining after prepayment in full of outstanding Swingline Loans, the Borrower will immediately prepay the outstanding principal amount of the Revolving Loans in the amount of such excess; PROVIDED that, and (iii) to the extent such excess amount is greater than the aggregate principal amount of any excess remaining after prepayment in full Loans outstanding immediately prior to the application of outstanding Swingline Loans and outstanding Revolving Loanssuch prepayment, the Borrower will pay into amount so prepaid shall be retained by the Administrative Agent and held in the Cash Collateral Account as cover for Letter of Credit Exposure, as more particularly described in Section 3.8SECTION 3.9, in and thereupon such cash shall be deemed to reduce the amount aggregate Letter of such excessCredit Exposure by an equivalent amount. (c) Promptly upon (and in any event not later than two (2) Business Days after) its receipt thereof, the Borrower will prepay the outstanding principal amount of the Loans in an amount equal to 50% of the Net Cash Proceeds from any Equity Issuance or 75% of the Net Cash Proceeds from any Debt Issuance, and will deliver to the Administrative Agent, concurrently with such prepayment, a certificate signed by a Financial Officer of the Borrower in form and substance satisfactory to the Administrative Agent and setting forth the calculation of such Net Cash Proceeds. (d) Each prepayment of the Loans made pursuant to subsection (c) above shall be applied (i) first, to reduce the outstanding principal amount of the Loans, and (ii) second, to the extent of any excess remaining after application as provided in clause (i) above, to pay any outstanding Reimbursement Obligations, and thereafter to cash collateralize Letter of Credit Exposure pursuant to SECTION 3.9, and shall be applied first to prepay all Base Rate Loans before any LIBOR Loans are prepaid. Each payment or prepayment pursuant to the provisions of this Section shall be applied ratably among the Lenders holding the Loans being prepaid, in proportion to the principal amount held by each. (de) Each payment or prepayment of a LIBOR Loan made pursuant to the provisions of this Section on a day other than the last day of the Interest Period applicable thereto shall be made together with all amounts required under Section SECTION 2.18 to be paid as a consequence thereof.

Mandatory Payments and Prepayments. (a) Except to the extent due or paid sooner pursuant to the provisions of this Agreement, the Borrower will repay the Term Loans on each date set forth below in the aggregate principal amount opposite such date: Date Payment Amount June 30, 2009 $ 10,000,000 September 30, 2009 $ 10,000,000 December 31, 2009 $ 10,000,000 March 31, 2010 $ 10,000,000 June 30, 2010 $ 13,000,000 September 30, 2010 $ 13,000,000 December 31, 2010 $ 13,000,000 March 31, 2011 $ 13,000,000 June 30, 2011 $ 17,000,000 September 30, 2011 $ 17,000,000 Date Payment Amount December 31, 2011 $ 17,000,000 March 31, 2012 $ 17,000,000 Maturity Date $ 40,000,000 (b) Except to the extent due or paid sooner pursuant to the provisions of this Agreement, (i) the aggregate outstanding principal of the Term Loans shall be due and payable in full on the Maturity Date, (ii) the aggregate outstanding principal of the Revolving Loans shall be due and payable in full on the Maturity Date Date, and (iiiii) the aggregate outstanding principal of the Swingline Loans shall be due and payable in full on the Swingline Maturity Date. (bc) In the event that, at any time, the sum of (x) the aggregate principal amount of Aggregate Revolving Loans outstanding at such time, (y) the aggregate Letter of Credit Exposure of all Lenders at such time and (z) the aggregate principal amount of Swingline Loans outstanding at such time (excluding the aggregate amount of any Swingline Loans to be repaid with proceeds of Revolving Loans made on the date of determination) shall exceed the aggregate Revolving Credit Commitments at such time (after giving effect to any concurrent termination or reduction thereof), (i) the Borrower will immediately prepay the outstanding principal amount of the Swingline LoansLoans and, (ii) to the extent of any excess remaining after prepayment in full of outstanding Swingline Loans, the Borrower will immediately prepay the outstanding principal amount of the Revolving Loans in the amount of such excess; provided that, and (iii) to the extent such excess amount is greater than the aggregate principal amount of any excess remaining after prepayment in full of outstanding Swingline Loans and Revolving Loans outstanding Revolving Loansimmediately prior to the application of such prepayment, the Borrower will pay into amount so prepaid shall be retained by the Administrative Agent and held in the Cash Collateral Account as cover for Letter of Credit Exposure, as more particularly described in Section 3.82.19(h), in the amount of and thereupon such excess. (c) Each payment or prepayment pursuant to the provisions of this Section cash shall be applied ratably among deemed to reduce the Lenders holding the Loans being prepaid, in proportion to the principal amount held aggregate Letter of Credit Exposure by eachan equivalent amount. (d) Each payment or prepayment of a LIBOR Loan made pursuant to the provisions of this Section on a day other than the last day of the Interest Period applicable thereto shall be made together with all amounts required under Section 2.18 to be paid as a consequence thereof.

Mandatory Payments and Prepayments. (a) Except to the extent due or paid sooner pursuant to the provisions of this Agreement, (i) the aggregate outstanding principal of the Revolving Loans shall be due and payable in full on the Maturity Date and (ii) the aggregate outstanding principal of the Swingline Loans shall be due and payable in full on the Swingline Maturity Date. (b) In the event that, at any time, the sum of (x) the aggregate principal amount of Revolving Loans Credit Exposure outstanding at such time shall exceed 105% (or, if the Revolving Credit Exposure is denominated solely in Dollars at such time, (y100%) of the aggregate Letter of Credit Exposure of all Lenders at such time and (z) the aggregate principal amount of Swingline Loans outstanding at such time (excluding the aggregate amount of any Swingline Loans to be repaid with proceeds of Aggregate Revolving Loans made on the date of determination) shall exceed the aggregate Commitments at such time (after giving effect to any concurrent termination or reduction thereof) (such excess, an “Over-Advance”), (i) the Borrower will immediately prepay the outstanding principal amount of the Swingline Loans, (ii) to the extent of any excess remaining after prepayment in full of outstanding Swingline Loans, the Borrower will immediately prepay the outstanding principal amount of the Revolving Loans in the amount of such excess; provided that, and (iii) to the extent an Over-Advance is greater than the aggregate principal amount of Loans outstanding immediately prior to the application of such prepayment, each Account Party shall immediately pay or deliver to the Administrative Agent Cash Collateral in an aggregate amount equal to its pro rata portion of the remaining Over-Advance, with any excess remaining after prepayment such Cash Collateral retained by the Administrative Agent and held in full of outstanding Swingline Loans and outstanding Revolving Loans, the Borrower will pay into the such Account Party’s Cash Collateral Account as cover for Letter the aggregate L/C Obligations of Credit Exposuresuch Account Party, as more particularly described in Section 3.83.11, in and thereupon such Cash Collateral shall be deemed to reduce the amount of such excessaggregate Revolving Credit Exposure by an equivalent Dollar Amount. (c) Each prepayment of the Loans made pursuant to Section 2.6(b) shall be applied first to the Swingline Loans to the full extent thereof, second to prepay all Base Rate Loans and finally to any LIBOR Loans. Each payment or prepayment pursuant to the provisions of this Section shall be applied ratably among the Lenders holding the Loans being prepaid, in proportion to the principal amount held by each. (d) Each payment or prepayment of a LIBOR Loan made pursuant to the provisions of this Section on a day other than the last day of the Interest Period applicable thereto shall be made together with all amounts required under Section 2.18 to be paid as a consequence thereof. (e) Subject to the provisions of Section 3.11(a), in the event that, at any time, the aggregate L/C Obligations of any Account Party exceeds the Borrowing Base of such Account Party at such time, such Account Party shall, within two Business Days of (i) delivery of a Borrowing Base Report demonstrating any such excess or (ii) receipt from the Administrative Agent of a notice of the existence of any such excess, deposit into a Custodial Account Eligible Collateral or repay outstanding Reimbursement Obligations, or a combination of the foregoing, in an amount sufficient to eliminate such excess.

Mandatory Payments and Prepayments. (a) Except to the extent due or paid sooner pursuant to the provisions of this Agreement, the Borrower will repay the aggregate outstanding principal of the Term Loans on the dates and in the amounts set forth below: April 30, 2010 $ 25,000,000 April 30, 2011 $ 30,000,000 Maturity Date $ 170,000,000 (b) Except to the extent due or paid sooner pursuant to the provisions of this Agreement, (i) the aggregate outstanding principal of the Term Loans shall be due and payable in full on the Maturity Date, (ii) the aggregate outstanding principal of the Revolving Loans shall be due and payable in full on the Maturity Date Date, and (ii) the aggregate outstanding principal of the Swingline Loans shall be due and payable in full on the Swingline Maturity Date. (bc) In the event that, at any time, the sum of (x) the aggregate principal amount of Aggregate Revolving Loans outstanding at such time, (y) the aggregate Letter of Credit Exposure of all Lenders at such time and (z) the aggregate principal amount of Swingline Loans outstanding at such time (excluding the aggregate amount of any Swingline Loans to be repaid with proceeds of Revolving Loans made on the date of determination) shall exceed the aggregate Revolving Credit Commitments at such time (after giving effect to any concurrent termination or reduction thereof), (i) the Borrower Borrowers will immediately prepay the outstanding principal amount of the Swingline LoansLoans and, (ii) to the extent of any excess remaining after prepayment in full of outstanding Swingline Loans, the Borrower will immediately prepay the outstanding principal amount of the Revolving Loans in the amount of such excess; provided that, and (iii) to the extent such excess amount is greater than the aggregate principal amount of any excess remaining after prepayment in full of outstanding Swingline Loans and Revolving Loans outstanding Revolving Loansimmediately prior to the application of such prepayment, the Borrower will pay into amount so prepaid shall be retained by the Administrative Agent and held in the Cash Collateral Account as cover for Letter of Credit Exposure, as more particularly described in Section 3.8, in and thereupon such cash shall be deemed to reduce the amount aggregate Letter of such excessCredit Exposure by an equivalent amount. (cd) Promptly upon (and in any event not later than one Business Day after) receipt thereof by any Credit Party, the Parent will prepay the outstanding principal amount of the Loans in an amount equal to 100% of the Net Cash Proceeds from any Equity Issuance and 100% of the Net Cash Proceeds from any Debt Issuance, and will deliver to the Administrative Agent, concurrently with such prepayment, a certificate signed by a Financial Officer of the Administrative Borrower in form and substance satisfactory to the Administrative Agent and setting forth the calculation of such Net Cash Proceeds. (e) Not later than 90 days after receipt by any Credit Party of proceeds in respect of any Asset Disposition other than an Excluded Asset Disposition (or, if earlier, upon its determination not to apply such proceeds to the acquisition of assets used or useable in the business of the Parent and its Subsidiaries), the Parent will prepay the outstanding principal amount of the Loans in an amount equal to 100% of the Net Cash Proceeds from such Asset Disposition (less any amounts theretofore applied (or contractually committed to be applied) to acquire assets used or useable in the business of the Parent and its Subsidiaries) and will deliver to the Administrative Agent, concurrently with such prepayment, a certificate signed by a Financial Officer of the Parent in form and substance reasonably satisfactory to the Administrative Agent and setting forth the calculation of such Net Cash Proceeds; provided, however, that any such Net Cash Proceeds not applied (or contractually committed to be applied) within 90 days to the acquisition of other assets as provided herein shall be applied by the Parent as a prepayment of the outstanding principal amount of the Loans no later than the first Business Day immediately following such 90-day period. Notwithstanding the foregoing, nothing in this Section 2.6(e) shall be deemed to permit any Asset Disposition not expressly permitted under Section 8.1. (f) Concurrently with the delivery of its annual financial statements after the end of each fiscal year, beginning with fiscal year ending April 30, 2010, and in any event not later than 90 days after the last day of each such fiscal year, the Parent will prepay the outstanding principal amount of the Loans in an amount equal to 50% of Excess Cash Flow, if any, for such fiscal year and will deliver to the Administrative Agent, concurrently with such prepayment, a certificate signed by a Financial Officer of the Parent in form and substance reasonably satisfactory to the Administrative Agent and setting forth the calculation of such Excess Cash Flow. (g) Each prepayment of the Loans made pursuant to Sections 2.6(d) through Section 2.6(f) shall be applied (i) first, to reduce the outstanding principal amount of the Term Loans, with such reduction to be applied to the remaining scheduled principal payments in each instance in the inverse order of maturity, (ii) second, to the extent of any excess remaining after application as provided in clause (i) above, to reduce the outstanding principal amount of the Swingline Loans (with a corresponding permanent reduction of the Revolving Credit Commitments), (iii) third, to the extent of any excess remaining after application as provided in clauses (i) and (ii) above, to reduce the outstanding principal amount of the Revolving Loans (with a corresponding permanent reduction of the Revolving Credit Commitments), and (iv) fourth, to the extent of any excess remaining after application as provided in clauses (i), (ii) and (iii) above, to pay any outstanding Reimbursement Obligations and, to the extent of any excess remaining, to cash collateralize Letter of Credit Exposure. Each payment or prepayment pursuant to the provisions of this Section 2.6 shall be applied ratably among the Lenders holding the Loans being prepaid, in proportion to the principal amount held by each. (d) . Each payment or prepayment of a LIBOR Loan made pursuant to the provisions of this Section on a day other than the last day of the Interest Period applicable thereto shall be made together with all amounts required under Section 2.18 to be paid as a consequence thereof.

Mandatory Payments and Prepayments. (a) Except to the extent due or paid sooner pursuant to the provisions of this Agreement, (i) the aggregate outstanding principal of the Revolving Loans shall be due and payable in full on the Maturity Date Date, and (ii) the aggregate outstanding principal of the Swingline Loans shall be due and payable in full on the Swingline Maturity Date. (b) In the event that, at any time, the sum of (x) the aggregate principal amount of Aggregate Revolving Loans outstanding at such time, (y) the aggregate Letter of Dollar Credit Exposure of all Lenders at such time and (z) the aggregate principal amount of Swingline Loans outstanding at such time (excluding the aggregate amount of any Swingline Loans to be repaid with proceeds of Revolving Dollar Loans made on the date of determination) shall exceed the aggregate Dollar Commitments at such time (after giving effect to any concurrent termination or reduction thereof), (i) the Borrower will immediately prepay the outstanding principal amount of the Swingline LoansLoans and, (ii) to the extent of any excess remaining after prepayment in full of outstanding Swingline Loans, the Borrower will immediately prepay the outstanding principal amount of the Revolving Dollar Loans in the amount of such excess; provided that, and (iii) to the extent such excess amount is greater than the aggregate principal amount of any excess remaining after prepayment in full of outstanding Swingline Loans and Dollar Loans outstanding Revolving Loansimmediately prior to the application of such prepayment, the Borrower will pay into amount so prepaid shall be retained by the Administrative Agent and held in the Cash Collateral Account as cover for Letter of Credit Exposure, as more particularly described in Section 3.82.19(i), and thereupon such cash shall be deemed to reduce the aggregate Letter of Credit Exposure by an equivalent amount. In the event that, on any Revaluation Date, the aggregate Dollar Amount of Multicurrency Loans exceeds 105% of the aggregate Multicurrency Commitments at such time (after giving effect to any concurrent termination or reduction thereof), the Borrower will prepay the outstanding principal amount of the Multicurrency Loans in the amount of such excess. , (ci) Each payment or prepayment pursuant to the provisions within 1 Business Day after receipt of this Section shall be applied ratably among the Lenders holding the Loans being prepaid, in proportion to the principal amount held by each. (d) Each payment or notice thereof for any such prepayment of Multicurrency Loans denominated in Dollars and (ii) within 3 Business Days after receipt of notice thereof for any such prepayment of Multicurrency Loans denominated in a LIBOR Loan made pursuant to the provisions of this Section on a day other than the last day of the Interest Period applicable thereto shall be made together with all amounts required under Section 2.18 to be paid as a consequence thereofForeign Currency.

Mandatory Payments and Prepayments. (a) Except to the extent due or paid sooner pursuant to the provisions of this Agreement, (i) the aggregate outstanding principal of the Revolving Loans and the Swing Line Loans shall be due and payable in full on the Maturity Date and (ii) the aggregate outstanding principal of the Swingline Loans shall be due and payable in full on the Swingline Maturity Date. (b) In the event that, at any time, the sum of (x) the Revolving Credit Outstandings, (y) the aggregate principal amount of Revolving Loans outstanding all Swing Line Outstandings at such time, and (yz) the aggregate Letter of Credit Exposure of all Revolving Lenders at such time and (z) the aggregate principal amount of Swingline Loans outstanding at such time (excluding the aggregate amount of any Swingline Loans to be repaid with proceeds of Revolving Loans made on the date of determination) shall exceed the aggregate Revolving Credit Commitments of all Revolving Lenders at such time (after giving effect to any concurrent termination or reduction thereof), (i) the Borrower will immediately prepay the outstanding principal amount of the Swingline Loans, (ii) to the extent of any excess remaining after prepayment in full of outstanding Swingline Loans, the Borrower will immediately prepay the outstanding principal amount of the Revolving Loans and Swing Line Loans in the amount of such excess; provided that, and (iii) to the extent such excess amount is greater than the aggregate principal amount of any excess remaining after prepayment in full of outstanding Swingline Revolving Loans and Swing Line Loans outstanding Revolving Loansimmediately prior to the application of such prepayment, the Borrower will pay into amount so prepaid shall be retained by the Administrative Agent and held in the Cash Collateral Account as cover for Letter of Credit Exposure, as more particularly described in Section 3.84.8, in and thereupon such cash shall be deemed to reduce the amount aggregate Letter of such excessCredit Exposure by an equivalent amount. (c) In the event the Term Loan B has been fully repaid, the Borrower will prepay the outstanding principal amount of the Revolving Credit Loans and the Swing Line Loans in the amounts and under the provisions set forth in Section 2.3(b) except that references therein to the Required Term Loan B Lenders shall be deemed to mean the Required Revolving Lenders. (d) Each prepayment of the Revolving Loans and the Swing Line Loans made pursuant to subsection (c) above shall be applied (i) first, to reduce the outstanding principal amount of the Revolving Loans and the Swing Line Loans, and (ii) second, to the extent of any excess remaining after application as provided in clause (i) above, to pay any outstanding Reimbursement Obligations, and thereafter to cash collateralize Letter of Credit Exposure pursuant to Section 4.8, and shall be applied first to prepay all Base Rate Loans before any LIBOR Loans are prepaid. Each payment or prepayment pursuant to the provisions of this Section shall be applied ratably among the Lenders holding the Revolving Loans being prepaid, in proportion to the principal amount held by each. (de) Each payment or prepayment of a LIBOR Loan (including any LIBOR Segment) made pursuant to the provisions of this Section 3.6 on a day other than the last day of the Interest Period applicable thereto shall be made together with all amounts required under Section 2.18 5.11 to be paid as a consequence thereof; provided, however, at the request of the Borrower, any amount of any such prepayment of a LIBOR Loan shall be deposited in a separate Prepayment Account (as defined below), provided, further, that the deposit of the amount of such prepayment in a Prepayment Account does not excuse, diminish or discharge the Borrower’s obligations to pay in full at the end of the applicable Interest Period or at any other time interest is payable with respect to such LIBOR Loan to be prepaid, all interest payable. The Administrative Agent shall apply any cash deposited in the Prepayment Account to prepay LIBOR Loans on the last day of the applicable Interest Period (or, at the direction of the Borrower, on any earlier date) until all outstanding Revolving Loans have been prepaid or until all the allocable cash on deposit in the Prepayment Account has been exhausted. For purposes of this Agreement, the term “Prepayment Account” shall mean an account established by the Borrower with the Administrative Agent and over which the Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal for application in accordance with this paragraph. The Administrative Agent will, at the request of the Borrower, invest amounts on deposit in the Prepayment Account in Cash Equivalents that mature prior to the last day of the applicable Interest Period of the LIBOR Loans to be prepaid; provided, however, that (i) the Administrative Agent shall not be required to make any investment that, in its sole judgment, would require or cause the Administrative Agent to be in or would result in any violation of any law, statute, rule or regulation, (ii) such Cash Equivalents shall be subjected to a first priority perfected security interest in favor of the Administrative Agent perfected by control or possession, as applicable under the Uniform Commercial Code and (iii) if an Event of Default shall have occurred and be continuing, the selection of such investments shall be in the sole discretion of the Administrative Agent. The Borrower shall indemnify the Administrative Agent for any losses relating to the investments so that the amount available to prepay LIBOR Loans on the last day of the applicable Interest Periods is not less than the amount that would have been available had no investments been made pursuant thereto. Other than any interest or profits earned on such investments, the Prepayment Accounts shall not bear interest. Interest or profits, if any, on the investments in any Prepayment Account shall accumulate in such Prepayment Account. If the maturity of the Loans has been accelerated pursuant to Section 12.2, the Administrative Agent may, in its sole discretion, apply all amounts on deposit in the Prepayment Account to satisfy any of the Obligations. The Borrower hereby pledges and assigns to the Administrative Agent, for its benefit and the benefit of the Lenders, each Prepayment Account established hereunder to secure the Obligations. To the extent the prepayment would or does reduce the outstanding principal amount of the Revolving Loans and the Swing Line Loans, such reduction shall be effective on the date the amount of the prepayment is deposited in the Prepayment Account.

Mandatory Payments and Prepayments. (a) Except to the extent due or paid sooner pursuant to the provisions of this Agreement, (i) the aggregate outstanding principal amount of each Borrowing of Foreign Currency Loans shall be due and payable in full on the last day of the Revolving Interest Period applicable thereto; provided, however, that the Borrower may, subject to the provisions of SECTION 2.11, continue all or a portion of such outstanding principal amount of such Foreign Currency Loans for an additional Interest Period in the same Foreign Currency, and to the extent that any such Foreign Currency Loans are not continued for an additional Interest Period as provided in such Section, the Borrower will repay the principal amount thereof not so continued (together with interest thereon) on the last day of the Interest Period applicable thereto; and (ii) the aggregate outstanding principal amount of all the Loans shall be due and payable in full on the Maturity Date Date. Each payment of a Foreign Currency Loan made pursuant to the provisions of this subsection (a) shall be made in the Foreign Currency in which such Foreign Currency Loan was made, as set forth more particularly in SECTION 2.12(A), and shall be made in an amount (iidenominated in the applicable Foreign Currency) equal to the aggregate outstanding principal amount (denominated in such Foreign Currency) of such Foreign Currency Loan, i.e. without adjustment to the Dollar Equivalent of such outstanding amount; provided, however, that upon request by the applicable Borrower and subsequent approval of all of the Swingline Loans shall Lenders, any such payment may be due and payable made in full on the Swingline Maturity DateDollar Equivalent of such amount, determined as of the date of payment, as provided in SECTION 2.12(A). (b) In the event that, at any time, the sum of (xy) the aggregate principal amount Dollar Amount of Revolving Loans outstanding at such time, time and (yz) the aggregate Letter of Credit Exposure of all Lenders at such time and (z) the aggregate principal amount of Swingline Loans outstanding at such time (excluding the aggregate amount of any Swingline Loans to be repaid with proceeds of Revolving Loans made on the date of determination) shall exceed the aggregate Commitments at such time (after giving effect to any concurrent termination or reduction thereof), (i) the Borrower Borrowers will immediately prepay the outstanding principal amount of the Swingline LoansLoans in the Dollar Amount of such excess; provided that, (ii) to the extent of any such excess remaining after prepayment in full of outstanding Swingline Loans, amount is greater than the Borrower will immediately prepay the outstanding aggregate principal amount of Loans outstanding immediately prior to the Revolving Loans in application of such prepayment, the amount of such excess, so prepaid shall be retained by the Agent and (iii) to the extent of any excess remaining after prepayment held in full of outstanding Swingline Loans and outstanding Revolving Loans, the Borrower will pay into the Cash Collateral Account as cover for Letter of Credit Exposure, as more particularly described in Section SECTION 3.8, and thereupon such cash shall be deemed to reduce the aggregate Letter of Credit Exposure by an equivalent amount. (c) In the event that, at any time, the aggregate principal Dollar Amount of Foreign Currency Loans outstanding at such time shall exceed the Foreign Currency Sublimit at such time (after giving effect to any concurrent termination or reduction thereof), the Borrowers will immediately prepay the outstanding principal amount of the Foreign Currency Loans in the amount Dollar Amount of such excess. (cd) Promptly upon (and in any event not later than two (2) Business Days after) receipt thereof by OCA or any Subsidiary, the Borrowers will prepay the outstanding principal amount of the Loans in an amount equal to 50% of the Net Cash Proceeds from any Equity Issuance or 100% of the Net Cash Proceeds from any Debt Issuance, and in connection therewith OCA will deliver to the Agent, concurrently with such prepayment, a certificate signed by a Financial Officer of OCA in form and substance satisfactory to the Agent and setting forth the calculation of such Net Cash Proceeds. (e) Not later than ninety (90) days after receipt thereof by OCA or any Subsidiary (and in any event promptly upon a determination not to acquire additional assets or properties or otherwise to reinvest in their businesses), the Borrowers will prepay the outstanding principal amount of the Loans in an amount equal to 100% of the Net Cash Proceeds from any Asset Disposition (less any amounts thereof theretofore expended to acquire assets or properties or otherwise reinvested in their businesses), and in connection therewith OCA will deliver to the Agent, concurrently with such prepayment, a certificate signed by a Financial Officer of OCA in form and substance satisfactory to the Agent and setting forth the calculation of such Net Cash Proceeds. Notwithstanding the foregoing, nothing in this subsection shall be deemed to permit any Asset Disposition not expressly permitted under SECTION 8.4. (f) Each prepayment of the Loans made pursuant to subsection (d) or (e) above shall be applied (i) first, to reduce the outstanding principal amount of the Loans (but without any corresponding reduction to the Commitments), and (ii) second, to the extent of any excess remaining after application as provided in clause (i) above, to pay any outstanding Reimbursement Obligations, and thereafter to cash collateralize Letter of Credit Exposure pursuant to SECTION 3.8. Each payment or prepayment pursuant to the provisions of this Section shall be applied ratably among the Lenders holding the Loans being prepaid, in proportion to the principal amount held by each, and in the case of prepayments pursuant to subsection (b), (d) or (e) above shall be applied, as among the Loans, (x) first, to prepay all Base Rate Loans, (y) second, to the extent of any excess remaining after application as provided in clause (x) above, to prepay all LIBOR Loans (and as among LIBOR Loans, first to prepay those LIBOR Loans, if any, having Interest Periods ending on the date of such prepayment), and (z) third, to the extent of any excess remaining after application as provided in clauses (x) and (y) above, to prepay all Foreign Currency Loans in an amount equal to the Dollar Amount of such excess (and as among Foreign Currency Loans, first to prepay those Foreign Currency Loans, if any, having Interest Periods ending on the date of such prepayment). (dg) Each payment or prepayment of a LIBOR Fixed Rate Loan made pursuant to the provisions of this Section on a day other than the last day of the Interest Period applicable thereto shall be made together with all amounts required under Section SECTION 2.18 to be paid as a consequence thereof. (h) For purposes of subsections (b) and (c) above, and notwithstanding any other provision of this Agreement, the Agent shall calculate the Dollar Equivalent of each Foreign Currency Loan (i) in connection with the making or continuation of such Foreign Currency Loan, as of the date such Foreign Currency Loan is so made or continued, and (ii) on the Termination Date. Notwithstanding the foregoing, the Agent may in its sole discretion, but unless requested in writing to do so by the Required Lenders shall not be required to, calculate the Dollar Equivalent of any Foreign Currency Loan or other amount at any other time for purposes of determining compliance with the provisions of subsections (b) and (c) above.

Mandatory Payments and Prepayments. (a) Except to the extent due or paid sooner pursuant to the provisions of this Agreement, (i) the aggregate outstanding principal of the Revolving Loans shall be due and payable in full on the Maturity Date and (ii) the aggregate outstanding principal of the Swingline Loans shall be due and payable in full on the Swingline Maturity Date. (b) In the event that, at any time, the sum of (x) the aggregate principal amount of Revolving outstanding Loans outstanding at such time, (y) the aggregate Letter of Credit Exposure of all Lenders at such time and (z) the aggregate principal amount of Swingline Loans outstanding at such time (excluding the aggregate amount of any Swingline Loans to be repaid with proceeds of Revolving Loans made on the date of determination) shall exceed the aggregate Commitments at such time (after giving effect to any concurrent termination or reduction thereof), (i) the Borrower will immediately prepay the outstanding principal amount of the Swingline Loans, (ii) to the extent of any excess remaining after prepayment in full of outstanding Swingline Loans, the Borrower will immediately prepay the outstanding principal amount of the Revolving Loans in the amount of such excess, and (iii) to the extent of any excess remaining after prepayment in full of outstanding Swingline Loans and outstanding Revolving Loans, the Borrower will pay into the Cash Collateral Account as cover for Letter of Credit Exposure, as more particularly described in Section 3.8, in the amount of such excess. (c) Promptly upon (and in any event not later than one Business Day after) receipt thereof by the Borrower or any of its Subsidiaries, the Borrower will prepay the outstanding principal amount of the Loans in an amount equal to 100% of the Net Cash Proceeds from any Equity Issuance, 100% of the Net Cash Proceeds from any Debt Issuance and 100% of the Net Cash Proceeds from the issuance of any Hybrid Securities, and will deliver to the Administrative Agent, concurrently with such prepayment, a certificate signed by a Responsible Officer of the Borrower in form and substance satisfactory to the Administrative Agent and setting forth the calculation of such Net Cash Proceeds. (d) Each prepayment of the Loans made pursuant to Sections 2.6(c) shall be applied to reduce the outstanding principal amount of the Loans (with a corresponding permanent reduction of the Commitments). Such prepayments shall be applied first to prepay all Base Rate Loans, and then to prepay LIBOR Loans in direct order of Interest Period maturities. Each payment or prepayment pursuant to the provisions of this Section 2.6 shall be applied ratably among the Lenders holding the Loans being prepaid, in proportion to the principal amount held by each. (d) . Each payment or prepayment of a LIBOR Loan made pursuant to the provisions of this Section on a day other than the last day of the Interest Period applicable thereto shall be made together with all amounts required under Section 2.18 2.17 to be paid as a consequence thereof. (e) In the event the Administrative Agent receives a notice of prepayment with respect to Sections 2.6(c), the Administrative Agent will give prompt notice thereof to the Lenders; provided that if such notice has also been furnished to the Lenders, the Administrative Agent shall have no obligation to notify the Lenders with respect thereto.

Mandatory Payments and Prepayments. (a) Except to the extent due or paid sooner pursuant to the provisions of this Agreement, (i) the aggregate outstanding principal of the Revolving Loans shall be due and payable in full on the Maturity Date and (ii) the aggregate outstanding principal of the Swingline Loans shall be due and payable in full on the Swingline Maturity Date. (b) In the event that, at any time, the sum of (x) the aggregate principal amount of Revolving Loans outstanding at such time, (y) the aggregate Letter of Aggregate Credit Exposure of all Lenders at such time and (z) the aggregate principal amount of Swingline Loans outstanding at such time (excluding the aggregate amount of any Swingline Loans to be repaid with proceeds of Revolving Loans made on the date of determination) shall exceed the aggregate Commitments at such time (after giving effect to any concurrent termination or reduction thereof), (i) the Borrower will immediately prepay the outstanding principal amount of the Swingline Loans, (ii) to the extent of any excess remaining after prepayment in full of outstanding Swingline Loans, the Borrower will immediately prepay the outstanding principal amount of the Revolving Loans in the amount of such excess, and (iii) to the extent of any excess remaining after prepayment in full of outstanding Swingline Loans and outstanding Revolving Loans, the Borrower will pay into the Cash Collateral Account as cover for Letter of Credit Exposure, as more particularly described in Section 3.8, in and thereupon such cash shall be deemed to reduce the amount aggregate Letter of such excessCredit Exposure by an equivalent amount. (c) Each payment or prepayment pursuant to the provisions of this Section 2.6 shall be applied ratably among the Lenders holding the Loans being prepaid, in proportion to the principal amount held by each. (d) Each payment or prepayment of a LIBOR SOFR Loan made pursuant to the provisions of this Section 2.6 on a day other than the last day of the Interest Period applicable thereto shall be made together with all amounts required under Section 2.18 2.19 to be paid as a consequence thereof.

Mandatory Payments and Prepayments. (a) Except The unpaid principal balance of each of the Notes shall mature and shall be paid in full on the Maturity Date, together with all interest accrued thereon to the extent such date and all unpaid fees, expenses and other amounts due or paid sooner pursuant to and owing under the provisions of this Agreement, (i) the aggregate outstanding principal of Notes and the Revolving Loans shall be due and payable in full on the Maturity Date and (ii) the aggregate outstanding principal of the Swingline Loans shall be due and payable in full on the Swingline Maturity DateRelated Documents. (b) In On the event thatdate 45 days after the end of each calendar quarter after the Closing Date commencing with the calendar quarter ended at least nine full calendar months after the Closing Date, at any time, the sum of (x) each of the aggregate principal amount Issuers shall deliver to the Purchaser an Officer's Certificate of Revolving Loans outstanding at each Issuer containing a calculation in reasonable detail of the Consolidated Excess Cash Flow of such time, Issuer for such calendar quarter and (y) the aggregate Letter Issuers shall pay to the Purchaser an amount equal to 75% of Credit Exposure the sum of all Lenders at the Consolidated Excess Cash Flow of each of the Issuers for such time and (zcalendar quarter, for application to the principal amounts of the outstanding Notes in accordance with the provisions of Section 3.4(a) the aggregate principal hereof, together with unpaid interest accrued on such amount of Swingline Loans outstanding at such time (excluding the aggregate amount of any Swingline Loans to be repaid with proceeds of Revolving Loans made on the date of determination) shall exceed the aggregate Commitments at such time (after giving effect to any concurrent termination payment, but without prepayment charge, premium or reduction thereof), (i) the Borrower will immediately prepay the outstanding principal amount of the Swingline Loans, (ii) to the extent of any excess remaining after prepayment in full of outstanding Swingline Loans, the Borrower will immediately prepay the outstanding principal amount of the Revolving Loans in the amount of such excess, and (iii) to the extent of any excess remaining after prepayment in full of outstanding Swingline Loans and outstanding Revolving Loans, the Borrower will pay into the Cash Collateral Account as cover for Letter of Credit Exposure, as more particularly described in Section 3.8, in the amount of such excesspenalty. (c) Each payment Not later than five (5) days prior to any date on which (i) either Issuer shall issue or prepayment sell any of its Capital Stock, or (ii) either Issuer or any of its Subsidiaries shall incur any Debt for borrowed money (other than Debt incurred pursuant to this Agreement, or permitted to be incurred under Section 10.1(e) or (f)), each such Issuer shall deliver to the Purchaser an Officer's Certificate setting forth in reasonable detail a description of such issuance or sale of Capital Stock or incurrence 26 26 of Debt (as the case may be), and stating the date such issuance or sale of Capital Stock or incurrence of Debt is expected to occur and the amount of the Net Cash Proceeds expected to be received by such Issuer or its Subsidiaries (as the case may be) in connection therewith. Concurrently with the receipt by such Issuer or its Subsidiaries (as the case may be) of such Net Cash Proceeds, 100% of such Net Cash Proceeds shall be paid to the Purchaser, for application to the principal amounts of the Notes in accordance with the provisions of this Section shall be applied ratably among the Lenders holding the Loans being prepaid3.4(a) hereof, in proportion together with unpaid interest accrued on such amount to the principal amount held by eachdate of such payment, but without prepayment charge, premium or penalty. (d) Each payment Not later than five (5) days prior to each date on which either Issuer or prepayment any of its Subsidiaries is to receive any Net Cash Proceeds of the sale, lease, license, transfer or other voluntary or involuntary disposition of any Property of such Issuer or its Subsidiaries (other than (i) sales, leases and licenses of Inventory in the ordinary course of business, (ii) sales or other dispositions of the Excess Property and (iii) sales or other dispositions by the Issuers of the Sale Slot Machines), each such Issuer shall deliver to the Purchaser an Officer's Certificate setting forth in reasonable detail a LIBOR Loan made pursuant description of such sale, lease, license, transfer or other disposition, and stating the date such transaction is expected to occur and the amount of the Net Cash Proceeds expected to be received by such Issuer or its Subsidiaries (as the case may be) in connection therewith. Concurrently with the receipt by such Issuer or its Subsidiaries (as the case may be) of such Net Cash Proceeds, 100% of such Net Cash Proceeds shall be paid to the Purchaser, for application to the principal amounts of the Notes in accordance with the provisions of this Section 3.4(a) hereof, together with unpaid interest accrued on a day other than such amount to the last day date of such payment, but without prepayment charge, premium or penalty. SCGC agrees that the Interest Period applicable thereto Net Cash Proceeds of any disposition of Sale Slot Machines during any fiscal year shall be made together with all amounts required under Section 2.18 applied only to the acquisition of replacement slot machines, and that such Net Cash Proceeds of any disposition of Sale Slot Machines shall be paid as a consequence thereofapplied to such replacement slot machines within 45 days of such disposition.

Mandatory Payments and Prepayments. (a) Except to the extent due or paid sooner pursuant to the provisions of this Agreement, (i) the aggregate outstanding principal of the Revolving Loans shall be due and payable in full on the Maturity Date and (ii) the aggregate outstanding principal of the Swingline Loans shall be due and payable in full on the Swingline Tranche 1 Maturity Date. (b) In the event that, at any time, the sum of (x) the aggregate principal amount of Revolving Loans outstanding at such time, (y) the aggregate Letter of Tranche 1 Credit Exposure of all Lenders at such time and (z) the aggregate principal amount of Swingline Loans outstanding at such time (excluding the aggregate amount of any Swingline Loans to be repaid with proceeds of Revolving Loans made on the date of determination) shall exceed the aggregate Tranche 1 Commitments at such time (after giving effect to any concurrent termination or reduction thereof), (i) the Borrower Borrowers will immediately prepay the outstanding principal amount of the Swingline Loans, (ii) to the extent of any excess remaining after prepayment in full of outstanding Swingline Loans, the Borrower will immediately prepay the outstanding principal amount of the Revolving Loans in the amount of such excess; provided that, and (iii) to the extent such excess amount is greater than the aggregate principal amount of any excess remaining after prepayment in full Loans outstanding immediately prior to the application of outstanding Swingline Loans and outstanding Revolving Loanssuch prepayment, the Borrower will pay into amount so prepaid shall be retained by the Administrative Agent and held in the Cash Collateral Account as cover for Tranche 1 Letter of Credit Exposure, as more particularly described in Section 3.83.7, in and thereupon such cash shall be deemed to reduce the amount Tranche 1 Letter of such excessCredit Exposure by an equivalent amount. (c) Each payment In the event that, at any time, the aggregate Tranche 2 Letter of Credit Exposure at such time shall exceed the lesser of (y) the aggregate Tranche 2 Commitments at such time (after giving effect to any concurrent termination or prepayment pursuant reduction thereof) and (z) the aggregate Collateral Value at such time, the Borrowers will, to the provisions extent they have not deposited additional Collateral in a Custodial Account having a Collateral Value at least equal to such excess within the three (3) Business Day period specified in Section 8.12 and subject to the other terms of this Agreement, immediately pay to the Administrative Agent the amount of such excess in Dollars and in immediately available funds to be retained by the Administrative Agent and held in the Cash Collateral Account as cover for Tranche 2 Letter of Credit Exposure, as more particularly described in Section 3.7, and thereupon such funds shall be applied ratably among deemed to reduce the Lenders holding the Loans being prepaid, in proportion to the principal amount held aggregate Tranche 2 Letter of Credit Exposure by eachan equivalent amount. (d) Each payment or prepayment In the event that, at any time, the aggregate Tranche 2 Letter of a LIBOR Loan made pursuant Credit Exposure pertaining to any Borrower shall exceed the Collateral Value in the Custodial Account of such Borrower, such Borrower will, to the provisions extent it has not deposited additional Collateral in its Custodial Account having a Collateral Value at least equal to such excess within the three (3) Business Day period specified in Section 8.12 and subject to the other terms of this Agreement, immediately pay to the Administrative Agent the amount of such excess in Dollars and in immediately available funds to be retained by the Administrative Agent and held in the Cash Collateral Account as cover for the Tranche 2 Letter of Credit Exposure pertaining to it, as more particularly described in Section on a day other than the last day of the Interest Period applicable thereto 3.7, and thereupon such funds shall be made together with all amounts required under Section 2.18 deemed to be paid as a consequence thereofreduce the Tranche 2 Letter of Credit Exposure pertaining to such Borrower by an equivalent amount.

Mandatory Payments and Prepayments. (a) Except to the extent due or paid sooner pursuant to the provisions of this Agreement, the Borrower will repay the Term Loans on each date set forth below in the aggregate principal amount opposite such date: (b) Except to the extent due or paid sooner pursuant to the provisions of this Agreement, (i) the aggregate outstanding principal of the Term Loans shall be due and payable in full on the Term Loan Maturity Date, (ii) the aggregate outstanding principal of the Revolving Loans shall be due and payable in full on the Revolving Credit Maturity Date Date, and (iiiii) the aggregate outstanding principal of the Swingline Loans shall be due and payable in full on the Swingline Maturity Date. (bc) In the Promptly upon (and in any event that, at not later than one (1) Business Day after) receipt thereof by any timeCredit Party, the sum of (x) Borrower will prepay the aggregate outstanding principal amount of Revolving the Loans in an amount equal to 100% of the Net Cash Proceeds from any Debt Issuance, and will deliver to the Administrative Agent, concurrently with such prepayment, a certificate signed by a Financial Officer of the Borrower in form and substance satisfactory to the Administrative Agent and setting forth the calculation of such Net Cash Proceeds. (d) Not later than ninety (90) days after receipt by any Credit Party of proceeds in respect of any Asset Disposition other than an Excluded Asset Disposition (or, if earlier, upon its determination not to apply such proceeds to the acquisition of assets used or useable in the business of the Borrower and its Subsidiaries), the Borrower will prepay the outstanding at such time, (y) the aggregate Letter of Credit Exposure of all Lenders at such time and (z) the aggregate principal amount of Swingline the Loans in an amount equal to 100% of the Net Cash Proceeds from such Asset Disposition (less any amounts theretofore applied (or contractually committed to be applied) to acquire assets used or useable in the business of the Borrower and its Subsidiaries) and will deliver to the Administrative Agent, concurrently with such prepayment, a certificate signed by a Financial Officer of the Borrower in form and substance satisfactory to the Administrative Agent and setting forth the calculation of such Net Cash Proceeds; provided, however, that any such Net Cash Proceeds not applied (or contractually committed to be applied) within 90 days to the acquisition of other assets as provided herein shall be applied by the Borrower as a prepayment of the outstanding at such time (excluding the aggregate principal amount of the Loans no later than the first (1st) Business Day immediately following such 90-day period. Notwithstanding the foregoing, nothing in this Section 2.6(d) shall be deemed to permit any Swingline Loans to be repaid with proceeds Asset Disposition not expressly permitted under Section 7.4. (e) Each prepayment of Revolving the Loans made on the date of determinationpursuant to Sections 2.6(c) and 2.6(d) shall exceed the aggregate Commitments at such time (after giving effect to any concurrent termination or reduction thereof), be applied (i) first, to reduce the Borrower will immediately prepay outstanding principal amount of the Term Loans, with such reduction to be applied to the remaining scheduled principal payments in each instance in the inverse order of maturity, (ii) second, to the extent of any excess remaining after application as provided in clause (i) above, to reduce the outstanding principal amount of the Swingline Loans, and (iiiii) third, to the extent of any excess remaining after prepayment application as provided in full of outstanding Swingline Loansclauses (i) and (ii) above, the Borrower will immediately prepay to reduce the outstanding principal amount of the Revolving Loans in (with a corresponding permanent reduction of the Revolving Credit Commitments to an amount not less than $100,000,000). Within each Class of Loans, such excessprepayments shall be applied first to prepay all Base Rate Loans, and (iii) then to the extent prepay LIBOR Loans in direct order of any excess remaining after prepayment in full of outstanding Swingline Loans and outstanding Revolving Loans, the Borrower will pay into the Cash Collateral Account as cover for Letter of Credit Exposure, as more particularly described in Section 3.8, in the amount of such excess. (c) Interest Period maturities. Each payment or prepayment pursuant to the provisions of this Section 2.6 shall be applied ratably among the Lenders holding the Loans being prepaid, in proportion to the principal amount held by each. (d) . Each payment or prepayment of a LIBOR Loan made pursuant to the provisions of this Section on a day other than the last day of the Interest Period applicable thereto shall be made together with all amounts required under Section 2.18 2.17 to be paid as a consequence thereof. (f) In the event the Administrative Agent receives a notice of prepayment with respect to Sections 2.6(c) or 2.6(d), the Administrative Agent will give prompt notice thereof to the Lenders; provided that if such notice has also been furnished to the Lenders, the Administrative Agent shall have no obligation to notify the Lenders with respect thereto.

Mandatory Payments and Prepayments. (a) Except to the extent due or paid sooner pursuant to the provisions of this Agreementhereof, (i) each Borrower shall repay to the Lenders on the Tranche 1 Maturity Date the aggregate outstanding principal amount of the Revolving all Loans shall be due and payable in full on the Maturity Date and (ii) the aggregate outstanding principal of the Swingline Loans shall be due and payable in full on the Swingline Maturity Datemade to such Borrower. (b) In Subject to the provisions of Section 3.8(a), in the event that, at any time, the sum aggregate Tranche 1 Credit Exposure shall exceed 105% (or in the case of (xthe Tranche 1 Credit Exposure denominated solely in Dollars, 100%) of the aggregate principal amount of Revolving Loans outstanding at such time, (y) the aggregate Letter of Credit Exposure of all Lenders at such time and (z) the aggregate principal amount of Swingline Loans outstanding at such time (excluding the aggregate amount of any Swingline Loans to be repaid with proceeds of Revolving Loans made on the date of determination) shall exceed the aggregate Tranche 1 Commitments at such time (after giving effect to any concurrent termination or reduction thereof), (i) the each Borrower will immediately prepay the outstanding principal amount of the Swingline Loans, (ii) Loans made to the extent it in its pro rata portion of any excess remaining after prepayment in full of outstanding Swingline Loans, the Borrower will immediately prepay the outstanding principal amount of the Revolving Loans in the amount of such excess; provided that, and (iii) to the extent such excess amount is greater than the aggregate principal amount of any excess remaining after prepayment in full Loans outstanding immediately prior to the application of outstanding Swingline Loans and outstanding Revolving Loanssuch prepayment, the Borrower will pay into amount so prepaid shall be retained by the Administrative Agent and held in such Borrower’s Cash Collateral Account as cover for the aggregate Tranche 1 Letter of Credit ExposureExposure of such Borrower, as more particularly described in Section 3.8, and thereupon such cash shall be deemed to reduce the aggregate Tranche 1 Letter of Credit Exposure by an equivalent Dollar Amount. (c) Subject to the provisions of Section 3.8(b), in the event that, at any time, the aggregate Tranche 2 Letter of Credit Exposure shall exceed 105% (or in the case of the Tranche 2 Letter of Credit Exposure denominated solely in Dollars, 100%) of the aggregate Tranche 2 Commitments at such time (after giving effect to any concurrent termination or reduction thereof), each Account Party shall within one Business Day pay or deliver to the Administrative Agent an amount of cash or Cash Equivalents in an aggregate amount equal to its pro rata portion of the amount of such excess. (c) Each payment , with any such cash or prepayment pursuant to Cash Equivalents retained by the provisions Administrative Agent and held in such Account Party’s Cash Collateral Account as cover for the aggregate Tranche 2 Letter of this Credit Exposure of such Account Party, as more particularly described in Section 3.8, and thereupon such cash or Cash Equivalents shall be applied ratably among deemed to reduce the Lenders holding the Loans being prepaid, in proportion to the principal amount held aggregate Tranche 2 Letter of Credit Exposure by eachan equivalent Dollar Amount. (d) Each payment or prepayment of a LIBOR Loan made pursuant Subject to the provisions of this Section on 2.6(c) and Section 3.8(b), in the event that, at any time, the aggregate Tranche 2 Letter of Credit Exposure attributable to any Account Party exceeds the Borrowing Base of such Account Party at such time, such Account Party shall immediately deposit into a day other than the last day Custodial Account Eligible Collateral or reduce its Tranche 2 Obligations, or a combination of the Interest Period applicable thereto shall be made together with all amounts required under Section 2.18 foregoing, in an amount sufficient to be paid as a consequence thereofeliminate such excess.

Mandatory Payments and Prepayments. (a) Except to the extent due or paid sooner pursuant to the provisions of this Agreement, (i) the aggregate outstanding principal of the Revolving Loans shall be due and payable in full on the Maturity Date and (ii) the aggregate outstanding principal of the Swingline Loans shall be due and payable in full on the Swingline Maturity Date, (ii) the aggregate outstanding principal amount of each Borrowing of Foreign Currency Revolving Loans shall be due and payable in full on the last day of the Interest Period applicable thereto; provided, however, that the applicable Borrower may, subject to the provisions of SECTION 2.11, continue all or a portion of such outstanding principal amount of such Foreign Currency Revolving Loans for an additional Interest Period in the same Foreign Currency, and to the extent that any such Foreign Currency Revolving Loans are not continued for an additional Interest Period as provided in such Section, such Borrower will repay the principal amount thereof not so continued (together with interest thereon) on the last day of the Interest Period applicable thereto, and (iii) the aggregate outstanding principal amount of all the Revolving Loans shall be due and payable in full on the Revolving Credit Maturity Date. Each payment of a Foreign Currency Revolving Loan made pursuant to the provisions of this subsection (a) shall be made in the Foreign Currency in which 33 40 such Foreign Currency Revolving Loan was made, as set forth more particularly in SECTION 2.12(A), and shall be made in an amount (denominated in the applicable Foreign Currency) equal to the outstanding amount (denominated in such Foreign Currency) of such Foreign Currency Revolving Loan, i.e. without adjustment to the Dollar Equivalent of such outstanding amount. (b) In the event that, at any time, the sum of (x) the aggregate principal amount Dollar Amount of Revolving Loans outstanding at such time, (y) the aggregate Letter of Credit Exposure of all Lenders at such time and (z) the aggregate principal amount of Swingline Loans outstanding at such time (excluding the aggregate amount of any Swingline Loans to be repaid with proceeds of Dollar Revolving Loans made on the date of determination) shall exceed the aggregate Revolving Credit Commitments at such time (after giving effect to any concurrent termination or reduction thereof), (i) the Borrower Borrowers will immediately prepay the outstanding principal amount of the Swingline LoansLoans and, (ii) to the extent of any excess remaining after prepayment in full of outstanding Swingline Loans, the Borrower Borrowers will immediately prepay the outstanding principal amount of the Revolving Loans in the amount Dollar Amount of such excess; provided that, and (iii) to the extent such excess amount is greater than the aggregate principal amount of any excess remaining after prepayment in full of outstanding Swingline Loans and Revolving Loans outstanding Revolving Loansimmediately prior to the application of such prepayment, the Borrower will pay into amount so prepaid shall be retained by the Administrative Agent and held in the Cash Collateral Account as cover for Letter of Credit Exposure, as more particularly described in Section SECTION 3.8, and thereupon such cash shall be deemed to reduce the aggregate Letter of Credit Exposure by an equivalent amount. (c) In the event that, at any time, the aggregate principal Dollar Amount of Foreign Currency Revolving Loans outstanding at such time shall exceed the Foreign Currency Sublimit at such time (after giving effect to any concurrent termination or reduction thereof), the Borrowers will immediately prepay the outstanding principal amount of the Foreign Currency Revolving Loans in the amount Dollar Amount of such excess. (cd) Not later than sixty (60) days after receipt by Matria or any Subsidiary of any proceeds of insurance, condemnation award or other compensation in respect of any Casualty Event (and in any event upon its determination not to repair or replace any property subject to such Casualty Event), the Borrowers will prepay the outstanding principal amount of the Loans in an amount equal to 100% of the Net Cash Proceeds from such Casualty Event (less any amounts theretofore applied to the repair or replacement of property subject to such Casualty Event) and in connection therewith Matria will deliver to the Administrative Agent, concurrently with such prepayment, a certificate signed by a Financial Officer of Matria in form and substance satisfactory to the Administrative Agent and setting forth the calculation of such Net Cash Proceeds; provided, however, that, notwithstanding the foregoing, (i) nothing in this subsection shall be deemed to limit or otherwise affect any right of the Administrative Agent herein or in any of the other Credit Documents to receive and hold such proceeds as loss payee and to disburse the same to Matria upon the terms hereof or thereof, or any obligation of Matria and each of its Subsidiaries herein or in any of the other Credit Documents to remit any such proceeds to the Administrative Agent upon its receipt thereof, and (ii) any and all such proceeds received or held by the Administrative Agent or Matria or any of its Subsidiaries during the continuance of an Event of Default (regardless of any proposed or actual use thereof for repair or replacement) shall be applied to prepay the outstanding principal amount of the Loans. (e) Each prepayment of the Loans made pursuant to subsection (d) above shall be applied (i) first, to reduce the outstanding principal amount of the Swingline Loans, with a corresponding permanent reduction to the Revolving Credit Commitments, (ii) second, to the extent of any excess remaining after application as provided in clause (i), to reduce the outstanding principal amount of the Revolving Loans, with a corresponding permanent reduction to the Revolving Credit Commitments, and (iii) third, to the extent of any excess remaining after application as provided in clauses (i) and (ii) above, to pay any outstanding Reimbursement Obligations, and thereafter to cash collateralize Letter of Credit Exposure pursuant to SECTION 3.8. Each payment or prepayment pursuant to the provisions of this Section shall be applied ratably among the Lenders holding the Loans being prepaid, in proportion to the principal amount held by each, and in the case of prepayments pursuant to subsection (b) or (d) above shall be applied, as among the Loans being prepaid, (x) first, to prepay all Base Rate Loans, (y) second, to the extent of any excess remaining after application as provided in clause (x) above, to prepay all LIBOR Loans (and as among LIBOR Loans, first to prepay those LIBOR Loans, if any, having Interest Periods ending on the date of such prepayment), and (z) third, in the case of Revolving Loans only, to the extent of any excess remaining after application as provided in clauses (x) and (y) above, to prepay all Foreign Currency Revolving Loans in an amount equal to the Dollar Amount of such excess (and as among Foreign Currency Revolving Loans, first to prepay those Foreign Currency Revolving Loans, if any, having Interest Periods ending on the date of such prepayment). (df) Each payment or prepayment of a LIBOR Fixed Rate Loan made pursuant to the provisions of this Section on a day other than the last day of the Interest Period applicable thereto shall be made together with all amounts required under Section SECTION 2.18 to be paid as a consequence thereof. (g) For purposes of subsections (b) and (c) above, and notwithstanding any other provision of this Agreement, the Administrative Agent shall calculate the Dollar Equivalent of each Foreign Currency Revolving Loan (i) in connection with the making or continuation of such Foreign Currency Revolving Loan, as of the date such Foreign Currency Revolving Loan is so made or continued, and (ii) on the Termination Date. Notwithstanding the foregoing, the Administrative Agent may in its sole discretion, but unless requested in writing to do so by the Required Lenders shall not be required to, calculate the Dollar Equivalent of any Foreign Currency Revolving Loan or other amount at any other time for purposes of determining compliance with the provisions of subsections (b) and (c) above.

Mandatory Payments and Prepayments. (a) [Reserved]. (b) Except to the extent due or paid sooner pursuant to the provisions of this Agreement, (i) the aggregate outstanding principal of the Revolving Loans shall be due and payable in full on the Revolving Credit Maturity Date Date, and (ii) the aggregate outstanding principal of the Swingline Loans shall be due and payable in full on the Swingline Maturity Date. (bc) In the event that, at any time, the sum of (x) the aggregate principal amount of Aggregate Revolving Loans outstanding at such time, (y) the aggregate Letter of Credit Exposure of all Lenders at such time and (z) the aggregate principal amount of Swingline Loans outstanding at such time (excluding the aggregate amount of any Swingline Loans to be repaid with proceeds of Revolving Loans made on the date of determination) shall exceed the aggregate Revolving Credit Commitments at such time (after giving effect to any concurrent termination or reduction thereof), (i) the Borrower will immediately prepay the outstanding principal amount of the Swingline LoansLoans and, (ii) to the extent of any excess remaining after prepayment in full of outstanding Swingline Loans, the Borrower will immediately prepay the outstanding principal amount of the Revolving Loans in the amount of such excess; provided that, and (iii) to the extent such excess amount is greater than the aggregate principal amount of any excess remaining after prepayment in full of outstanding Swingline Loans and Revolving Loans outstanding Revolving Loansimmediately prior to the application of such prepayment, the Borrower will pay into amount so prepaid shall be retained by the Administrative Agent and held in the Cash Collateral Account as cover for Letter of Credit Exposure, as more particularly described in Section 3.8, in the amount of and thereupon such excess. (c) Each payment or prepayment pursuant to the provisions of this Section cash shall be applied ratably among deemed to reduce the Lenders holding the Loans being prepaid, in proportion to the principal amount held aggregate Letter of Credit Exposure by eachan equivalent amount. (d) Each payment or prepayment of a LIBOR Loan made pursuant to the provisions of this Section on a day other than the last day of the Interest Period applicable thereto shall be made together with all amounts required under Section 2.18 to be paid as a consequence thereof.

Mandatory Payments and Prepayments. (a) Except to the extent due or paid sooner pursuant to the provisions of this Agreement, (i) the Borrower shall repay to the Lenders the aggregate outstanding principal of the Revolving Loans on the Commitment Termination Date unless the Borrower exercises the Term- Out Option and, in such case, the aggregate outstanding principal of the Term Loans, if any, shall be due and payable in full on the Final Maturity Date and (ii) the Date. The aggregate outstanding principal of the Swingline Loans shall be due and payable in full on the Swingline Maturity Commitment Termination Date. (b) In the event that, at any time, the sum of (x) the aggregate principal amount of Revolving Loans outstanding at such time, (y) the aggregate Letter of Aggregate Credit Exposure of all Lenders at such time and (z) the aggregate principal amount of Swingline Loans outstanding at such time (excluding the aggregate amount of any Swingline Loans to be repaid with proceeds of Revolving Loans made on the date of determination) shall exceed the aggregate Commitments at such time (after giving effect to any concurrent termination or reduction thereof), (i) the Borrower will immediately prepay (i) the outstanding principal amount of the Swingline LoansLoans and, (ii) to the extent of any excess remaining after prepayment in full of outstanding Swingline Loans, the Borrower will immediately prepay (ii) the outstanding principal amount of the Revolving Loans in the amount of such excess, and (iii) . To the extent such excess amount is greater than the aggregate principal amount of Loans outstanding immediately prior to the extent application of any excess remaining after prepayment in full of outstanding Swingline Loans and outstanding Revolving Loanssuch prepayment, the Borrower will pay into amount so prepaid shall be retained by the Administrative Agent and held in the Cash Collateral Account as cover for the aggregate Letter of Credit Exposure, as more particularly described in Section 3.82.5(i), in and thereupon such cash shall be deemed to reduce the amount aggregate Letter of such excess. (c) Credit Exposure by an equivalent amount. Each payment or prepayment pursuant to the provisions of this Section 2.7 shall be applied ratably among the Lenders holding the Loans being prepaid, in proportion to the principal amount held by each. (d) . Each payment or prepayment of a LIBOR Loan made pursuant to the provisions of this Section on a day other than the last day of the Interest Period applicable thereto shall be made together with all amounts required under Section 2.18 2.19 to be paid as a consequence thereof.

Mandatory Payments and Prepayments. (a) Except to the extent due or paid sooner pursuant to the provisions of this Agreement, (i) the aggregate outstanding principal of the Revolving Loans shall be due and payable in full on the Maturity Date and (ii) the aggregate outstanding principal of the Swingline Loans shall be due and payable in full on the Swingline Maturity Date. (b) In the event that, at any time, the sum of (x) the aggregate principal amount of Revolving Loans outstanding at such time, (y) the aggregate Letter of Aggregate Credit Exposure of all Lenders at such time and (z) the aggregate principal amount of Swingline Loans outstanding at such time (excluding the aggregate amount of any Swingline Loans to be repaid with proceeds of Revolving Loans made on the date of determination) shall exceed the aggregate Commitments at such time (after giving effect to any concurrent termination or reduction thereof), (i) the Borrower will immediately prepay the outstanding principal amount of the Swingline Loans, (ii) to the extent of any excess remaining after prepayment in full of outstanding Swingline Loans, the Borrower will immediately prepay the outstanding principal amount of the Revolving Loans in the amount of such excess, and (iii) to the extent of any excess remaining after prepayment in full of outstanding Swingline Loans and outstanding Revolving Loans, the Borrower will pay into the Cash Collateral Account as cover for Letter of Credit Exposure, as more particularly described in Section 3.8, in and thereupon such cash shall be deemed to reduce the amount aggregate Letter of such excess.Credit Exposure by an equivalent amount. 12581222v10 24740.00017 (c) Each payment or prepayment pursuant to the provisions of this Section 2.6 shall be applied ratably among the Lenders holding the Loans being prepaid, in proportion to the principal amount held by each. (d) Each payment or prepayment of a LIBOR Loan made pursuant to the provisions of this Section 2.6 on a day other than the last day of the Interest Period applicable thereto shall be made together with all amounts required under Section 2.18 2.19 to be paid as a consequence thereof.

Mandatory Payments and Prepayments. (a) Except to the extent due or paid sooner pursuant to the provisions of this Agreementhereof, (i) IPC Holdings shall repay to the Lenders on the Tranche 1 Maturity Date the aggregate outstanding principal amount of the Revolving Loans shall be due and payable in full on the Maturity Date and (ii) the aggregate outstanding principal of the Swingline Loans shall be due and payable in full on the Swingline Maturity DateLoans. (b) In the event that, at If on any time, the sum of (x) date the aggregate principal amount of Revolving Loans outstanding at such time, (y) the aggregate Letter of Tranche 1 Credit Exposure of all Lenders at such time and (z) the aggregate principal amount of Swingline Loans outstanding at such time (excluding the aggregate amount of any Swingline Loans to be repaid with proceeds of Revolving Loans made on the date of determination) shall exceed the aggregate Tranche 1 Commitments at such time (after giving effect to any concurrent termination or reduction thereof), (i) the Borrower IPC Holdings will immediately on such date prepay the outstanding principal amount of the Swingline Loans, (ii) to the extent of any excess remaining after prepayment in full of outstanding Swingline Loans, the Borrower will immediately prepay the outstanding principal amount of the Revolving Loans in the amount of such excess; provided that, and (iii) to the extent such excess amount is greater than the aggregate principal amount of any excess remaining after prepayment in full Loans outstanding immediately prior to the application of outstanding Swingline Loans and outstanding Revolving Loanssuch prepayment, the Borrower will pay into amount so prepaid shall be retained by the Administrative Agent and held in IPC Holdings' Cash Collateral Account as cover for the aggregate Tranche 1 Letter of Credit ExposureExposure of the Credit Parties, as more particularly described in Section 3.8SECTION 4.8, and thereupon such cash shall be deemed to reduce the aggregate Tranche 1 Letter of Credit Exposure by an equivalent amount. (c) If on any date, the aggregate Tranche 2 Letter of Credit Exposure shall exceed the aggregate Tranche 2 Commitments (after giving effect to any concurrent termination or reduction thereof), each Account Party shall within one Business Day pay or deliver to the Administrative Agent an amount of cash or Cash Equivalents in an aggregate amount equal to its pro rata portion of the amount of such excess. (c) Each payment , with any such cash or prepayment pursuant to Cash Equivalents retained by the provisions Administrative Agent and held in such Account Party's Cash Collateral Account as cover for the aggregate Tranche 2 Letter of this Section Credit Exposure of such Account Party, as more particularly described in SECTION 4.8, and thereupon such cash or Cash Equivalents shall be applied ratably among deemed to reduce the Lenders holding the Loans being prepaid, in proportion to the principal amount held aggregate Tranche 2 Letter of Credit Exposure by eachan equivalent amount. (d) Each payment If on any date, the aggregate Tranche 2 Letter of Credit Exposure attributable to any Account Party exceeds the Borrowing Base of such Account Party, such Account Party shall within one Business Day deposit Eligible Collateral into its Collateral Account or prepayment of reduce its Tranche 2 Obligations, or a LIBOR Loan made pursuant to the provisions of this Section on a day other than the last day combination of the Interest Period applicable thereto shall be made together with all amounts required under Section 2.18 foregoing, in an amount sufficient to be paid as a consequence thereofeliminate such excess.

Mandatory Payments and Prepayments. (a) Except On the Maturity Date, the unpaid principal balance of the Notes to the extent due not sooner paid or prepaid hereunder, shall be paid sooner pursuant to in full, together with accrued interest and fees thereon and all expenses, indemnities and other amounts payable under the provisions of this Agreement, (i) the aggregate outstanding principal terms of the Notes, this Agreement or the other Note Documents, and the Maximum Revolving Loans Commitment shall be due automatically and payable in full without notice or other action on the Maturity Date and (ii) the aggregate outstanding principal part of the Swingline Loans shall any Person be due and payable in full on the Swingline Maturity Datepermanently reduced to $0. (b) In the event that, at any time, the sum of (x) that the aggregate principal amount of Revolving Loans outstanding at such time, (y) the aggregate Letter of Credit Exposure of all Lenders at such time and (z) the aggregate principal amount of Swingline Loans outstanding at such time (excluding the aggregate amount of any Swingline Loans to be repaid with proceeds of Revolving Loans made on the date of determination) shall exceed the aggregate Commitments at such time (after giving effect to any concurrent termination or reduction thereof), (i) the Borrower will immediately prepay the outstanding principal amount of the Swingline Loans, (ii) to the extent of any excess remaining after prepayment in full of outstanding Swingline Loans, the Borrower will immediately prepay the outstanding unpaid principal amount of the Revolving Loans Notes shall at any time and for any reason (including, without limitation, a reduction in the Maximum Revolving Commitment pursuant to Section 3.4 exceed the amount of the Maximum Revolving Commitment then in effect, the Company shall, without notice or demand by the Purchaser, (i) immediately notify the Purchaser in writing of such event, specifying the amount of such excess, excess and (iiiii) to the extent of any excess remaining after prepayment in full of outstanding Swingline Loans and outstanding Revolving Loans, the Borrower will within one (1) Business Day thereafter pay into the Cash Collateral Account as cover for Letter of Credit Exposure, as more particularly described in Section 3.8, in the amount of such excessexcess to the Purchaser for application to the unpaid principal amounts of the outstanding Revolving Notes in accordance with the applicable provisions of Section 3.3 hereof, together with accrued interest and fees on the principal amount so paid to the date of such payment, without prepayment charge, premium or penalty. (c) Each payment or prepayment pursuant Commencing with the six-month period ending on March 31, 1999 and for each six-month period thereafter beginning on the first day after the end of the previous six-month period, not later than 20 days after the end of such period the Company shall deliver to the Purchaser an Officer's Certificate setting forth in reasonable detail a calculation of Excess Cash Flow for such period. Unless within 10 days after receipt of such notice, the Purchaser shall deliver a written notice to the Company declining to accept any prepayment of Notes from such Excess Cash Flow, not later than thirty (30) days after the end of such period, an amount in cash equal to the lesser of (i) 35% of such Excess Cash Flow and (ii) the aggregate unpaid principal amount of the Term Notes shall be paid to the Purchaser, for application to the unpaid principal amounts of the outstanding Term Notes in accordance with the applicable provisions of Section 3.3, without prepayment charge, premium or penalty. Nothing in this Section subsection (c) shall be applied ratably among construed to permit, or to waive any required consent with respect to, any transaction that is prohibited by another provision of this Agreement or the Lenders holding the Loans being prepaid, in proportion to the principal amount held by eachother Note Documents. (d) Each payment Not later than 30 days prior to any date on which (i) any Credit Party shall issue or prepayment sell any of a LIBOR Loan made its Capital Stock (other than shares of Common Stock issued pursuant to the Parent 1998 Executive Compensation Plan or upon exercise of the Warrants and other than Capital Stock sold to another Credit Party), or (ii) any Credit Party shall incur any Indebtedness for borrowed money (other than Indebtedness permitted by Section 10.1(a)-(g)), the Company shall deliver to the Purchaser an Officer's Certificate setting forth in reasonable detail a description of such issuance or sale of Capital Stock or incurrence of Indebtedness (as the case may be), and stating the date such issuance or sale of Capital Stock or incurrence of Indebtedness is expected to occur and the amount of the Net Cash Proceeds expected to be received by such Person in connection therewith and, if applicable, whether the Parent proposes to use any such Net Cash Proceeds for the purposes described in the last sentence of this clause (d). Concurrently with the receipt by such Person of such Net Cash Proceeds, an amount in cash equal to the lesser of (i) 100% of such Net Cash Proceeds and (ii) the aggregate unpaid principal amount of the Term Notes shall be paid to the Purchaser, for application to the unpaid principal amounts of the outstanding Term Notes in accordance with the applicable provisions of Section 3.3, without prepayment charge, premium or penalty. Nothing in this Section on a day other than subsection (d) shall be construed to permit or to waive any required consent with respect to any transaction that is prohibited by another provision of this Agreement or the last day Reorganization Documents. Notwithstanding the foregoing, the Parent shall be permitted to retain up to $5,000,000 in the aggregate of the Interest Period applicable thereto shall be made together with all amounts required Net Cash Proceeds resulting from the transactions described in clauses (i) and/or (ii) of the first sentence of this subsection (d), to the extent that the Parent uses such Net Cash Proceeds (x) to repay, within five (5) Business Days of receipt of such Net Cash Proceeds, principal and interest owing under Section 2.18 the Contributor Short-Term Subordinated Note and/or (y) to be paid as a consequence thereoffund up to $2,000,000 of operating expenses of any Credit Party.

Mandatory Payments and Prepayments. (a) Except to the extent due or paid sooner pursuant to the provisions of this Agreement, (i) the aggregate outstanding principal of the Revolving Loans shall be due and payable in full on the Maturity Date and (ii) the aggregate outstanding principal of the Swingline Loans shall be due and payable in full on the Swingline Tranche 1 Maturity Date. (b) In the event that, at any time, the sum of (x) the aggregate principal amount of Revolving Loans outstanding at such time, (y) the aggregate Letter of Tranche 1 Credit Exposure of all Lenders at such time and (z) the aggregate principal amount of Swingline Loans outstanding at such time (excluding the aggregate amount of any Swingline Loans to be repaid with proceeds of Revolving Loans made on the date of determination) shall exceed the aggregate Tranche 1 Commitments at such time (after giving effect to any concurrent termination or reduction thereof), (i) the Borrower Borrowers will immediately prepay the outstanding principal amount of the Swingline Loans, (ii) to Loans and/or Cash Collateralize the extent Tranche 1 Letter of any excess remaining after prepayment in full of outstanding Swingline Loans, the Borrower will immediately prepay the outstanding principal amount of the Revolving Loans Credit Exposure in the amount of such excess, and (iii) excess as follows. To the extent such excess amount is greater than the aggregate principal amount of Loans outstanding immediately prior to the extent application of any excess remaining after prepayment in full of outstanding Swingline Loans and outstanding Revolving Loanssuch prepayment, the Borrower will pay into amount delivered to the Administrative Agent shall be retained by the Administrative Agent and held in the Cash Collateral Account as cover for Tranche 1 Letter of Credit Exposure, as more particularly described in Section 3.83.10, in and thereupon such cash shall be deemed to reduce the amount Tranche 1 Letter of such excessCredit Exposure by an equivalent amount. (c) Each payment In the event that, at any time, (x) the aggregate Tranche 2 Letter of Credit Exposure at such time shall exceed the aggregate Tranche 2 Commitments at such time (after giving effect to any concurrent termination or prepayment pursuant reduction thereof) or (y) the aggregate Secured Letter of Credit Exposure at such time shall exceed the aggregate Collateral Value at such time, then, in either case, the Borrowers will, to the provisions extent they have not deposited additional Eligible Collateral in a Custodial Account having a Collateral Value at least equal to such excess within the three Business Day period specified in Section 8.11 and subject to the other terms of this Agreement, immediately pay to the Administrative Agent the Dollar Amount of such excess in Dollars and in immediately available funds to be retained by the Administrative Agent and held in the Cash Collateral Account as cover for Tranche 2 Letter of Credit Exposure or Secured Letter of Credit Exposure, as the case may be, as more particularly described in Section 3.10, and thereupon such funds shall be applied ratably among deemed to reduce the Lenders holding aggregate Tranche 2 Letter of Credit Exposure or Secured Letter of Credit Exposure, as the Loans being prepaidcase may be, in proportion to the principal amount held by eachan equivalent amount. (d) Each payment or prepayment In the event that, at any time, the aggregate Secured Letter of a LIBOR Loan made pursuant Credit Exposure pertaining to any Borrower shall exceed the Collateral Value in the Custodial Account of such Borrower, such Borrower will, to the provisions extent it has not deposited additional Eligible Collateral in its Custodial Account having a Collateral Value at least equal to such excess within the five Business Day period specified in Section 8.11 and subject to the other terms of this Agreement, 8470562v6 24740.00061 immediately pay to the Administrative Agent the Dollar Amount of such excess in Dollars and in immediately available funds to be retained by the Administrative Agent and held in the Cash Collateral Account as cover for the Secured Letter of Credit Exposure pertaining to it, as more particularly described in Section on a day other than the last day of the Interest Period applicable thereto 3.10, and thereupon such funds shall be made together with all amounts required under Section 2.18 deemed to be paid as a consequence thereofreduce the Secured Letter of Credit Exposure pertaining to such Borrower by an equivalent amount.

Mandatory Payments and Prepayments. (a) With respect to each Conversion Date, the Administrative Agent shall calculate and deliver to the Borrower an amortization schedule for the Converted Term Loan providing for the quarterly payment of principal on the last Business Day of each calendar quarter based on (i) the outstanding principal balance of the Converted Term Loan on such Conversion Date, and (ii) an amortization period equal to the weighted average of the Project Amortization Periods for each of the Borrowing Base Projects (with each such Project Amortization Period being weighted based on the percentage of the Converted Term Loan represented by the aggregate amount of Committed Loans advanced with respect to the Borrowing Base Project to which such Project Amortization Period applies), and such amortization schedule as so determined by the Administrative Agent shall be conclusive absent manifest error. Except to the extent due or paid sooner pursuant to the provisions of this Agreement, the Borrower will repay the aggregate outstanding principal of the Converted Term Loan in the amounts and on the dates set forth on such amortization schedule prepared and delivered by the Administrative Agent. The amortization schedule and the weighted average of the Project Amortization Periods shall be recalculated by the Administrative Agent and notified to Borrower upon any release or Asset Disposition of any Project owned by any Restricted Party pursuant to the terms of this Agreement. (b) Except to the extent due or paid sooner pursuant to the provisions of this Agreement, (i) the aggregate outstanding principal of the Revolving Loans Converted Term Loan and all accrued and unpaid interest thereon shall be due and payable in full on the Maturity Date and (ii) the aggregate outstanding principal of the Swingline Loans shall be due and payable in full on the Swingline Maturity Date. (bc) In the event that, at any time, the sum of (x) the aggregate principal amount of Revolving Loans outstanding at such time, (y) the aggregate Letter of Aggregate Credit Exposure of all Lenders at such time and (z) the aggregate principal amount of Swingline Loans outstanding at such time (excluding the aggregate amount of any Swingline Loans to be repaid with proceeds of Revolving Loans made on the date of determination) shall exceed the aggregate Commitments Credit Limit at such time (after giving effect to any concurrent termination or reduction thereof), (i) the Borrower will immediately prepay the outstanding principal amount of the Swingline Loans, (ii) to the extent of any excess remaining after prepayment in full of outstanding Swingline LoansCommitments), the Borrower will immediately prepay the outstanding principal amount of the Revolving Loans in the amount of such excess, and (iii) to the extent of any excess remaining after prepayment in full of outstanding Swingline Loans and outstanding Revolving Loans, the Borrower will pay into the Cash Collateral Account as cover for Letter of Credit Exposure, as more particularly described in Section 3.8, in the amount of such excess. (cd) Promptly upon (and in any event not later than one Business Day after) receipt thereof by any Restricted Party, the Borrower will prepay the outstanding principal amount of the Loans and repay and Cash Collateralize the L/C Obligations in the manner set forth below, in an amount equal to 100% of the Net Cash Proceeds from any Debt Issuance, and will deliver to the Administrative Agent, concurrently with such prepayment, a certificate signed by a Financial Officer of the Borrower in form and substance satisfactory to the Administrative Agent and setting forth the calculation of such Net Cash Proceeds. (e) Not later than two Business Days after receipt by any Credit Party or other Restricted Party of any proceeds of insurance, condemnation award or other compensation in respect of any Material Casualty Event, the Borrower will deliver to the Administrative Agent an amount equal to 100% of the Net Cash Proceeds from such Material Casualty Event and a certificate signed by a Financial Officer of the Borrower in form and substance satisfactory to the Administrative Agent and setting forth the calculation of such Net Cash Proceeds (such delivery date, for purposes of this Section 2.6(e), the “Proceeds Delivery Date”). If, on or after any Proceeds Delivery Date and before the day that is 90 days thereafter (but in no event later than the Second Conversion Date), (x) the Required Lenders approve an Approval Request that designates one or more Projects as Borrowing Base Projects or (y) the Borrower repairs or replaces (to the satisfaction of the Administrative Agent) the property subject to such Material Casualty Event, then the Administrative Agent will distribute to the Borrower an amount equal to, as applicable, the aggregate Project Values for such newly designated Borrowing Base Projects or the cost of such repairs or replacement, in each case from the Net Cash Proceeds delivered on such Proceeds Delivery Date (but not, in any event, any amount in excess of such Net Cash Proceeds). On the day that is 90 days after each Proceeds Delivery Date (or, if earlier, upon the Borrower’s determination not to submit any Approval Requests with respect to any new Projects or repair or replace the property subject to the applicable Material Casualty Event), such Net Cash Proceeds will be applied to prepay the outstanding principal amount of the Loans and repay and Cash Collateralize the L/C Obligations in the manner set forth below, in an amount equal to 100% of the Net Cash Proceeds from such Material Casualty Event (less any amounts theretofore distributed to the Borrower in accordance with the immediately preceding sentence); provided, however, that (x) any and all such proceeds received or held by the Administrative Agent or any Credit Party or other Restricted Party during the continuance of an Event of Default (regardless of any proposed or actual use thereof for repair, replacement or reinvestment) shall be applied to prepay the outstanding principal amount of the Loans and repay and Cash Collateralize the L/C Obligations in the manner set forth below and (y) notwithstanding the foregoing in this clause (e) or clause (f) below, so long as no Event of Default has occurred and is continuing, the aggregate Net Cash Proceeds payable under this clause (e) and clause (f) below from all Material Casualty Events and Asset Dispositions with respect to any single Borrowing Base Project shall not exceed the Project Value assigned to such Borrowing Base Project pursuant hereto. (f) Not later than two Business Days after receipt by any Credit Party or other Restricted Party of any proceeds of any Asset Disposition of any Project owned by any Restricted Party, the Borrower will deliver to the Administrative Agent an amount equal to the Project Release Price (such delivery date, for purposes of this Section 2.6(f), the “Proceeds Delivery Date”). If, within 90 days of any Proceeds Delivery Date (but in no event later than the Second Conversion Date), the Required Lenders approve one or more new Projects as Borrowing Base Projects, then the Administrative Agent will distribute to the Borrower an amount equal to the aggregate Project Values for such Projects from the sale proceeds delivered to the Administrative Agent on such Proceeds Delivery Date (but not any amount in excess of such delivered amount). On the day that is 90 days after each Proceeds Delivery Date (or such earlier date that the Borrower elects), the remaining sale proceeds (if any) will be applied to prepay the outstanding principal amount of the Loans and repay and Cash Collateralize the L/C Obligations in the manner set forth below. (g) Each prepayment made pursuant to Sections 2.6(d) through 2.6(f) shall be applied (i) first, (x) at any time on or after the Second Conversion Date, to reduce the outstanding principal amount of the Converted Term Loan, with such reduction to be applied to the remaining scheduled principal payments in each instance in the inverse order of maturity (and, in the case of any prepayment made pursuant to Section 2.6(e) or 2.6(f) with respect to a Borrowing Base Project, solely to the portion of the Converted Term Loan corresponding to the Committed Loans advanced in respect of the Borrowing Base Project that is subject to the applicable Material Casualty Event or Asset Disposition, and applied to each such corresponding portion of the remaining scheduled principal payments in the inverse order of maturity), (y) at any time on or after the Closing Date but prior to the Second Conversion Date (other than in the case of any such prepayment made with respect to a Borrowing Base Project that is not a Closing Date Borrowing Base Project), to reduce the outstanding principal amount of the Converted Term Loan, with such reduction to be applied to the remaining scheduled principal payments in each instance in the inverse order of maturity (and, in the case of any prepayment made pursuant to Section 2.6(e) or 2.6(f) with respect to a Borrowing Base Project, solely to the portion of the Converted Term Loan corresponding to the Committed Loans advanced in respect of the Borrowing Base Project that is subject to the applicable Material Casualty Event or Asset Disposition, and applied to each such corresponding portion of the remaining scheduled principal payments in the inverse order of maturity), or (z) in the case of any such prepayment made at any time prior to the Second Conversion Date with respect to a Borrowing Base Project that is not a Closing Date Borrowing Base Project, to reduce the outstanding principal amount of the Committed Loans, and (ii) second, the extent of any excess remaining after application as provided in clause (i) above, to repay and Cash Collateralize the L/C Obligations. Within each Class of Loans, such prepayments shall be applied first to prepay all Base Rate Loans, and then to prepay LIBOR Loans. Each payment or prepayment pursuant to the provisions of this Section 2.6 shall be applied ratably among the Lenders holding the Loans being prepaid, in proportion to the principal amount held by each. (d) ; provided that if any Lender is a Defaulting Lender at the time of any such prepayment, any mandatory prepayment of the Loans shall, if the Administrative Agent so directs at the time of making such mandatory prepayment, be applied to the Loans of other Lenders as if such Defaulting Lender had no Loans outstanding and the outstanding Loans of such Defaulting Lender were zero. Each payment or prepayment of a LIBOR Loan made pursuant to the provisions of this Section on a day other than the last day of the Interest Period applicable thereto shall be made together with all amounts required under Section 2.18 2.16 to be paid as a consequence thereof. (h) In the event the Administrative Agent receives a notice of prepayment with respect to Sections 2.6(d) through 2.6(f), the Administrative Agent will give prompt notice thereof to the Lenders; provided that if such notice has also been furnished to the Lenders, the Administrative Agent shall have no obligation to notify the Lenders with respect thereto.

Mandatory Payments and Prepayments. (a) Except to the extent due or paid sooner pursuant to the provisions of this Agreement, (i) the aggregate outstanding principal of the Revolving Loans shall be due and payable in full on the Maturity Date and (ii) the aggregate outstanding principal of the Swingline Loans shall be due and payable in full on the Swingline Maturity Date. (b) In the event that, at any timetime (including, without limitation, in the sum event of (x) a mandatory reduction of the Commitments pursuant to Section 2.5(c)), the aggregate principal amount of Revolving Loans outstanding at such time, (y) the aggregate Letter of Credit Exposure of all Lenders at such time and (z) the aggregate principal amount of Swingline Loans outstanding at such time (excluding the aggregate amount of any Swingline Loans to be repaid with proceeds of Revolving Loans made on the date of determination) shall exceed the aggregate Commitments at such time (after giving effect to any concurrent termination or reduction thereof), (i) the Borrower will immediately prepay the outstanding principal amount of the Swingline Loans, (ii) to the extent of any excess remaining after prepayment in full of outstanding Swingline Loans, the Borrower will immediately prepay the outstanding principal amount of the Revolving Loans in the amount of such excess, and (iii) to the extent of any excess remaining after prepayment in full of outstanding Swingline Loans and outstanding Revolving Loans, the Borrower will pay into the Cash Collateral Account as cover for Letter of Credit Exposure, as more particularly described in Section 3.8, in the amount of such excess. (c) Each prepayment of the Loans made pursuant to Section 2.6(b) above shall be applied first to prepay all Base Rate Loans before any LIBOR Loans are prepaid. Each payment or prepayment pursuant to the provisions of this Section 2.6 shall be applied ratably among the Lenders holding the Loans being prepaid, in proportion to the principal amount held by each. (d) Each payment or prepayment of a LIBOR Loan made pursuant to the provisions of this Section on a day other than the last day of the Interest Period applicable thereto shall be made together with all amounts required under Section 2.18 to be paid as a consequence thereof; provided, however, at the request of the Borrower, any amount of any such prepayment of a LIBOR Loan required by Section 2.6(b) as a result of the application of Section 2.5(c) shall be deposited in a Prepayment Account (as defined below). The Agent shall apply any cash deposited in the Prepayment Account to prepay LIBOR Loans on the day interest on such LIBOR Loans would be due and payable under Section 2.8(c) (or, at the direction of the Borrower, on any earlier date) until all outstanding Loans have been prepaid or until all the allocable cash on deposit in the Prepayment Account has been exhausted. Until the cash deposited in the Prepayment Account is so applied, the applicable LIBOR Loan shall be deemed not to have been repaid and shall continue to accrue interest pursuant to Section 2.8. For purposes of this Agreement, the term "Prepayment Account" shall mean an account established by the Borrower with the Agent and over which the Agent shall have exclusive dominion and control, including the exclusive right of withdrawal for application in accordance with this paragraph. The Agent will, at the request of the Borrower, invest amounts on deposit in the Prepayment Account in Cash Equivalents that mature prior to the last day of the applicable Interest Periods of the LIBOR Loans to be prepaid; provided, however, that (i) the Agent shall not be required to make any investment that, in its sole judgment, would require or cause the Agent to be in, or would result in any, violation of any law, statute, rule or regulation, (ii) such Cash Equivalents shall be subjected to a first priority perfected security interest in favor of the Agent and (iii) if an Event of Default shall have occurred and be continuing, the selection of such investments shall be in the sole discretion of the Agent. The Borrower shall indemnify the Agent for any losses relating to the investments so that the amount available to prepay LIBOR Loans on the last day of the applicable Interest Period is not less than the amount that would have been available had no investments been made pursuant thereto. Other than any interest or profits earned on such investments, the Prepayment Accounts shall not bear interest. Interest or profits, if any, on the investments in any Prepayment Account shall accumulate in such Prepayment Account and shall be applied on the day when prepayment is made (x) first, to pay interest due and payable under Section 2.8(c), (y) second, as a further prepayment of the applicable LIBOR Loan, and (z) to the extent of any excess, at the direction of the Borrower. If the maturity of the Loans has been accelerated pursuant to Section 8.2, the Agent may, in its sole discretion, apply all amounts on deposit in the Prepayment Account to satisfy any of the Obligations. The Borrower hereby pledges and assigns to the Agent, for its benefit and the benefit of the Lenders, each Prepayment Account established hereunder to secure the Obligations.

Mandatory Payments and Prepayments. (a) Except to the extent due or paid sooner pursuant to the provisions of this Agreement, (i) the Borrower shall repay to the Lenders the aggregate outstanding principal of the Revolving Loans on the Commitment Termination Date. The aggregate outstanding principal of each Swingline Loan shall be due and payable in full on the Maturity Date earlier of (i) the date 10 Business Days after such Swingline Loan is made and (ii) the aggregate outstanding principal of the Swingline Loans shall be due and payable in full on the Swingline Maturity Commitment Termination Date. (b) In the event that, at any time, the sum of (x) the aggregate principal amount of Revolving Loans outstanding at such time, (y) the aggregate Letter of Aggregate Credit Exposure of all Lenders at such time and (z) the aggregate principal amount of Swingline Loans outstanding at such time (excluding the aggregate amount of any Swingline Loans to be repaid with proceeds of Revolving Loans made on the date of determination) shall exceed the aggregate Commitments at such time (after giving effect to any concurrent termination or reduction thereof), (i) the Borrower will immediately prepay (i) the outstanding principal amount of the Swingline LoansLoans and, (ii) to the extent of any excess remaining after prepayment in full of outstanding Swingline Loans, the Borrower will immediately prepay (ii) the outstanding principal amount of the Revolving Loans in the amount of such excess, and (iii) . To the extent such excess amount is greater than the aggregate principal amount of Loans outstanding immediately prior to the extent application of any excess remaining after prepayment in full of outstanding Swingline Loans and outstanding Revolving Loanssuch prepayment, the Borrower will pay into amount so prepaid shall be retained by the Administrative Agent and held in the Cash Collateral Account as cover for the aggregate Letter of Credit Exposure, as more particularly described in Section 3.82.5(f), in and thereupon such cash shall be deemed to reduce the amount aggregate Letter of such excess. (c) Credit Exposure by an equivalent amount. Each payment or prepayment pursuant to the provisions of this Section 2.7 shall be applied ratably among the Lenders holding the Loans being prepaid, in proportion to the principal amount held by each. (d) . Each payment or prepayment of a LIBOR Loan made pursuant to the provisions of this Section on a day other than the last day of the Interest Period applicable thereto shall be made together with all amounts required under Section 2.18 2.19 to be paid as a consequence thereof.

Mandatory Payments and Prepayments. (a) Except to the extent due or paid sooner pursuant to the provisions of this Agreement, (i) the aggregate outstanding principal of the Revolving Loans shall be due and payable in full on the Maturity Date and (ii) the aggregate outstanding principal of the Swingline Loans shall be due and payable in full on the Swingline Maturity Date. (b) In the event that, at any timetime (including, without limitation, in the sum event of (x) a mandatory reduction of the Commitments pursuant to SECTION 2.5(c)), the aggregate principal amount of Revolving Loans outstanding at such time, (y) the aggregate Letter of Credit Exposure of all Lenders at such time and (z) the aggregate principal amount of Swingline Loans outstanding at such time (excluding the aggregate amount of any Swingline Loans to be repaid with proceeds of Revolving Loans made on the date of determination) shall exceed the aggregate Commitments at such time (after giving effect to any concurrent termination or reduction thereof), (i) the Borrower will immediately prepay the outstanding principal amount of the Swingline Loans, (ii) to the extent of any excess remaining after prepayment in full of outstanding Swingline Loans, the Borrower will immediately prepay the outstanding principal amount of the Revolving Loans in the amount of such excess, and (iii) to the extent of any excess remaining after prepayment in full of outstanding Swingline Loans and outstanding Revolving Loans, the Borrower will pay into the Cash Collateral Account as cover for Letter of Credit Exposure, as more particularly described in Section 3.8, in the amount of such excess. (c) Each prepayment of the Loans made pursuant to SECTION 2.6(b) above shall be applied first to prepay all Base Rate Loans before any LIBOR Loans are prepaid. Each payment or prepayment pursuant to the provisions of this Section SECTION 2.6 shall be applied ratably among the Lenders holding the Loans being prepaid, in proportion to the principal amount held by each. (d) Each payment or prepayment of a LIBOR Loan made pursuant to the provisions of this Section on a day other than the last day of the Interest Period applicable thereto shall be made together with all amounts required under Section SECTION 2.18 to be paid as a consequence thereof; provided, however, at the request of the Borrower, any amount of any such prepayment of a LIBOR Loan required by SECTION 2.6(b) as a result of the application of SECTION 2.5(c) shall be deposited in a Prepayment Account (as defined below). The Agent shall apply any cash deposited in the Prepayment Account to prepay LIBOR Loans on the day interest on such LIBOR Loans would be due and payable under SECTION 2.8(c) (or, at the direction of the Borrower, on any earlier date) until all outstanding Loans have been prepaid or until all the allocable cash on deposit in the Prepayment Account has been exhausted. Until the cash deposited in the Prepayment Account is so applied, the applicable LIBOR Loan shall be deemed not to have been repaid and shall continue to accrue interest pursuant to SECTION 2.8. For purposes of this Agreement, the term "Prepayment Account" shall mean an account established by the Borrower with the Agent and over which the Agent shall have exclusive dominion and control, including the exclusive right of withdrawal for application in accordance with this paragraph. The Agent will, at the request of the Borrower, invest amounts on deposit in the Prepayment Account in Cash Equivalents that mature prior to the last day of the applicable Interest Periods of the LIBOR Loans to be prepaid; provided, however, that (i) the Agent shall not be required to make any investment that, in its sole judgment, would require or cause the Agent to be in, or would result in any, violation of any law, statute, rule or regulation, (ii) such Cash Equivalents shall be subjected to a first priority perfected security interest in favor of the Agent and (iii) if an Event of Default shall have occurred and be continuing, the selection of such investments shall be in the sole discretion of the Agent. The Borrower shall indemnify the Agent for any losses relating to the investments so that the amount available to prepay LIBOR Loans on the last day of the applicable Interest Period is not less than the amount that would have been available had no investments been made pursuant thereto. Other than any interest or profits earned on such investments, the Prepayment Accounts shall not bear interest. Interest or profits, if any, on the investments in any Prepayment Account shall accumulate in such Prepayment Account and shall be applied on the day when prepayment is made (x) first, to pay interest due and payable under SECTION 2.8(c), (y) second, as a further prepayment of the applicable LIBOR Loan, and (z) to the extent of any excess, at the direction of the Borrower. If the maturity of the Loans has been accelerated pursuant to SECTION 8.2, the Agent may, in its sole discretion, apply all amounts on deposit in the Prepayment Account to satisfy any of the Obligations. The Borrower hereby pledges and assigns to the Agent, for its benefit and the benefit of the Lenders, each Prepayment Account established hereunder to secure the Obligations.

Mandatory Payments and Prepayments. (a) Except to the extent due or paid sooner pursuant to the provisions of this Agreement, (i) the aggregate outstanding principal of the Revolving Loans shall be due and payable in full on the Revolving Credit Maturity Date Date, and (ii) the aggregate outstanding principal of the Swingline Loans shall be due and payable in full on the Swingline Maturity Date. (b) In the event that, at any time, the sum of (x) the aggregate principal amount of Revolving Loans outstanding at such time, (y) the aggregate Letter of Credit Exposure of all Lenders at such time and (z) the aggregate principal amount of Swingline Loans outstanding at such time (excluding the aggregate amount of any Swingline Loans to be repaid with proceeds of Revolving Loans made on the date of determination) shall exceed the aggregate Revolving Credit Commitments at such time (after giving effect to any concurrent termination or reduction thereof), (i) the Borrower will immediately prepay the outstanding principal amount of the Swingline LoansLoans and, (ii) to the extent of any excess remaining after prepayment in full of outstanding Swingline Loans, the Borrower will immediately prepay the outstanding principal amount of the Revolving Loans in the amount of such excess; provided that, and (iii) to the extent such excess amount is greater than the aggregate principal amount of any excess remaining after prepayment in full of outstanding Swingline Loans and Revolving Loans outstanding Revolving Loansimmediately prior to the application of such prepayment, the Borrower will pay into amount so prepaid shall be retained by the Agent and held in the Cash Collateral Account as cover for Letter of Credit Exposure, as more particularly described in Section SECTION 3.8, in and thereupon such cash shall be deemed to reduce the amount aggregate Letter of such excessCredit Exposure by an equivalent amount. (c) Promptly upon (and in any event not later than two (2) Business Days after) its receipt thereof, the Borrower will prepay the outstanding principal amount of the Loans in an amount equal to 100% of the Net Cash Proceeds from any Equity Issuance and 100% of the Net Cash Proceeds from any Debt Issuance, and will deliver to the Agent, concurrently with such prepayment, a certificate signed by a Financial Officer in form and substance satisfactory to the Agent and setting forth the calculation of such Net Cash Proceeds. (d) Promptly upon (and in any event not later than two (2) Business Days after) its receipt thereof, the Borrower will prepay the outstanding principal amount of the Loans in an amount equal to 100% of the Net Cash Proceeds from any Asset Disposition (including insurance proceeds, to the extent such proceeds are not applied within 180 days after receipt thereof toward the repair of damaged equipment or the replacement of the assets disposed with similar assets) and will deliver to the Agent, concurrently with such prepayment, a certificate signed by a Financial Officer in form and substance satisfactory to the Agent and setting forth the calculation of such Net Cash Proceeds. Notwithstanding the foregoing, nothing in this subsection shall be deemed to permit any Asset Disposition not expressly permitted under SECTION 8.4. (e) Not later than one hundred eighty (180) days after its receipt of any proceeds of insurance, condemnation award or other compensation in respect of any Casualty Event (and in any event upon its determination not to repair or replace any property subject to such Casualty Event), the Borrower will prepay the outstanding principal amount of the Loans in an amount equal to 100% of the Net Cash Proceeds from such Casualty Event (less any amounts theretofore applied to the repair or replacement of property subject to such Casualty Event) and will deliver to the Agent, concurrently with such prepayment, a certificate signed by a Financial Officer, in form and substance satisfactory to the Agent, setting forth the calculation of such Net Cash Proceeds; provided, however, (i) nothing in this paragraph shall be deemed to limit or otherwise affect any right of the Agent herein or in any of the other Credit Documents to receive and hold such proceeds as loss payee and to disburse the same to the Borrower upon the terms hereof or thereof, or any obligation of the Borrower and each of the Subsidiaries herein or in any of the other Credit Documents to remit any such proceeds to the Agent upon its receipt thereof, and (ii) any and all such proceeds received or held by the Agent or the Borrower or any of the Subsidiaries during the continuance of an Event of Default (regardless of any proposed or actual use thereof for repair or replacement) shall be applied to prepay the outstanding principal amount of the Loans. (f) Each prepayment of the Loans made pursuant to subsections (c), (d) or (e) above shall be applied (i) first, to reduce the outstanding principal amount of the Swingline Loans, with a corresponding reduction to the Revolving Credit Commitments as provided in SECTION 2.5(C), (ii) second, to the extent of any excess remaining after application as provided in clause (i) above, to reduce the outstanding principal amount of the Revolving Loans, with a corresponding reduction to the Revolving Credit Commitments as provided in SECTION 2.5(C), and (iii) third, to the extent of any excess remaining after application as provided in clauses (i) and (ii) above, to pay any outstanding Reimbursement Obligations, and thereafter to cash collateralize Letter of Credit Exposure pursuant to SECTION 3.8, and shall be applied first to prepay all Base Rate Loans before any LIBOR Loans are prepaid. Each payment or prepayment pursuant to the provisions of this Section shall be applied ratably among the Lenders holding the Loans being prepaid, in proportion to the principal amount held by each. (dg) Each payment or prepayment of a LIBOR Loan made pursuant to the provisions of this Section on a day other than the last day of the Interest Period applicable thereto shall be made together with all amounts required under Section 2.18 to be paid as a consequence thereof.; provided, however, at the request of the Borrower, any amount of any such prepayment of a LIBOR Loan shall be deposited in a separate Prepayment Account (as defined below). The Agent shall apply any cash deposited in the Prepayment Account to prepay LIBOR Loans on the last day of their respective Interest Periods (or, at the direction of the Borrower, on any earlier date) until all such outstanding Loans have been prepaid or until all the allocable cash on deposit in the Prepayment Account has been exhausted. For purposes of this Agreement, the term "Prepayment Account" shall mean an account established by the Borrower with the Agent and over which the Agent shall have exclusive dominion and control, including the exclusive right of withdrawal for application in accordance with this paragraph. The Agent will, at the request of the Borrower, invest amounts on deposit in the Prepayment Account in Cash Equivalents that mature prior to the last day of the applicable Interest Periods of the LIBOR Loans to be prepaid; provided, however, that (i) the Agent shall not be required to make any investment that, in its sole judgment, would require or cause the Agent to be in, or would result in any, violation of any law, statute, rule or regulation, (ii) such Cash Equivalents

Mandatory Payments and Prepayments. (a) Except On the Maturity Date, the unpaid principal balance of the Notes to the extent due not sooner paid or prepaid hereunder, shall be paid sooner pursuant to in full, together with accrued interest and fees thereon and all expenses, indemnities and other amounts payable under the provisions of this Agreement, (i) the aggregate outstanding principal terms of the Notes, this Agreement or the other Note Documents, and the Maximum Revolving Loans Commitment shall be due automatically and payable in full without notice or other action on the Maturity Date and (ii) the aggregate outstanding principal part of the Swingline Loans shall any Person be due and payable in full on the Swingline Maturity Datepermanently reduced to $0. (b) In the event that, at any time, the sum of (x) that the aggregate principal amount of Revolving Loans outstanding at such time, (y) the aggregate Letter of Credit Exposure of all Lenders at such time and (z) the aggregate principal amount of Swingline Loans outstanding at such time (excluding the aggregate amount of any Swingline Loans to be repaid with proceeds of Revolving Loans made on the date of determination) shall exceed the aggregate Commitments at such time (after giving effect to any concurrent termination or reduction thereof), (i) the Borrower will immediately prepay the outstanding principal amount of the Swingline Loans, (ii) to the extent of any excess remaining after prepayment in full of outstanding Swingline Loans, the Borrower will immediately prepay the outstanding unpaid principal amount of the Revolving Loans Notes shall at any time and for any reason (including, without limitation, a reduction in the Maximum Revolving Commitment pursuant to Section 3.4 exceed the amount of the Maximum Revolving Commitment then in effect, the Company shall, without notice or demand by the Purchaser, (i) immediately notify the Purchaser in writing of such event, specifying the amount of such excess, excess and (iiiii) to the extent of any excess remaining after prepayment in full of outstanding Swingline Loans and outstanding Revolving Loans, the Borrower will within one (1) Business Day thereafter pay into the Cash Collateral Account as cover for Letter of Credit Exposure, as more particularly described in Section 3.8, in the amount of such excessexcess to the Purchaser for application to the unpaid principal amounts of the outstanding Revolving Notes in accordance with the applicable provisions of Section 3.3 hereof, together with accrued interest and fees on the principal amount so paid to the date of such payment, without prepayment charge, premium or penalty. (c) Each payment or prepayment pursuant Commencing with the six-month period ending on March 31, 1999 and for each six-month period thereafter beginning on the first day after the end of the previous six-month period, not later than 20 days after the end of such period the Company shall deliver to the Purchaser an Officer's Certificate setting forth in reasonable detail a calculation of Excess Cash Flow for such period. Unless within 10 days after receipt of such notice, the Purchaser shall deliver a written notice to the Company declining to accept any prepayment of Notes from such Excess Cash Flow, not later than thirty (30) days after the end of such period, an amount in cash equal to the lesser of (i) 35% of such Excess Cash Flow and (ii) the aggregate unpaid principal amount of the Term Notes shall be paid to the Purchaser, for application to the unpaid principal amounts of the outstanding Term Notes in accordance with the applicable provisions of Section 3.3, without prepayment charge, premium or penalty. Nothing in this Section subsection (c) shall be applied ratably among construed to permit, or to waive any required consent with respect to, any transaction that is prohibited by another provision of this Agreement or the Lenders holding the Loans being prepaid, in proportion to the principal amount held by eachother Note Documents. (d) Each payment Not later than 30 days prior to any date on which (i) any Credit Party shall issue or prepayment sell any of a LIBOR Loan made its Capital Stock (other than shares of Common Stock issued pursuant to the Parent 1998 Executive Compensation Plan or upon exercise of the Warrants and other than Capital Stock sold to another Credit Party), or (ii) any Credit Party shall incur any Indebtedness for borrowed money (other than Indebtedness permitted by Section 10.1), the Company shall deliver to the Purchaser an Officer's Certificate setting forth in reasonable detail a description of such issuance or sale of Capital Stock or incurrence of Indebtedness (as the case may be), and stating the date such issuance or sale of Capital Stock or incurrence of Indebtedness is expected to occur and the amount of the Net Cash Proceeds expected to be received by such Person in connection therewith and, if applicable, whether the Parent proposes to use any such Net Cash Proceeds for the purposes described in the last sentence of this clause (d). Concurrently with the receipt by such Person of such Net Cash Proceeds, an amount in cash equal to the lesser of (i) 100% of such Net Cash Proceeds and (ii) the aggregate unpaid principal amount of the Term Notes shall be paid to the Purchaser, for application to the unpaid principal amounts of the outstanding Term Notes in accordance with the applicable provisions of Section 3.3, without prepayment charge, premium or penalty. Nothing in this Section on a day other than subsection (d) shall be construed to permit or to waive any required consent with respect to any transaction that is prohibited by another provision of this Agreement or the last day Reorganization Documents. Notwithstanding the foregoing, the Parent shall be permitted to retain up to $5,000,000 in the aggregate of the Interest Period applicable thereto shall be made together with all amounts required Net Cash Proceeds resulting from the transactions described in clauses (i) and/or (ii) of the first sentence of this subsection (d), to the extent that the Parent uses such Net Cash Proceeds (x) to repay, within five (5) Business Days of receipt of such Net Cash Proceeds, principal and interest owing under Section 2.18 the Contributor Short-Term Subordinated Note and/or (y) to be paid as a consequence thereoffund up to $2,000,000 of operating expenses of any Credit Party.

Mandatory Payments and Prepayments. (a) Except to the extent due or paid sooner pursuant to the provisions of this Agreement, the Borrower will repay (iA) the aggregate principal amount of the Initial Term Loans, commencing with the first full fiscal quarter beginning after the Closing Date, on the last Business Day of such fiscal quarter of the Borrower and each subsequent fiscal quarter of the Borrower ending prior to the Initial Term Loan Maturity Date, in each case in an amount equal to 0.25% of the original principal amount of the Initial Term Loans made on the Closing Date (as such payments may be reduced from time to time as a result of the application of prepayments in accordance with this Section 2.06, Section 2.07 or purchases in accordance with 12.07(d) or increased as a result of any increase in the amount of the Initial Term Loans pursuant to Section 2.23(a)) and (B) on the Initial Term Loan Maturity Date, the remainder of the principal amount of the Initial Term Loans outstanding on such date. (b) The Borrower shall repay the Additional Term Loans of any Class in such scheduled amortization installments and on such date or dates as shall be specified therefor in the applicable Refinancing Amendment, Incremental Facility Agreement or Extension Amendment (as such payments may be reduced from time to time as a result of the application of prepayments in accordance with this Section 2.06 or purchases in accordance with 12.07(d)). (c) Except to the extent due or paid sooner pursuant to the provisions of this Agreement, the Borrower shall pay the aggregate outstanding principal of the all Initial Revolving Loans shall be due and payable in full on the Maturity Date and (ii) the aggregate outstanding principal of the Swingline Loans shall be due and payable in full on the Swingline Initial Revolving Credit Maturity Date. (bd) In the event that, at any time, the sum of (x) the aggregate principal amount of Revolving Loans of any Class outstanding at such time, time and (y) the aggregate Letter of Credit Exposure of all Revolving Credit Lenders at such time and (z) the aggregate principal amount of Swingline Loans outstanding at such time (excluding the aggregate amount of any Swingline Loans to be repaid with proceeds of Revolving Loans made on the date of determination) shall exceed the aggregate Revolving Credit Commitments at such time (after giving effect to any concurrent termination or reduction thereof), (i) the Borrower will immediately promptly prepay Revolving Loans and/or Cash Collateralize the Letter of Credit Exposure, as applicable, in the aggregate amount of such excess, in each case, after receiving written notice from the Administrative Agent of such excess. (e) Promptly upon (and in any event not later than five Business Days after) the receipt thereof by the Borrower or any Restricted Subsidiary, the Borrower will prepay, in accordance with Section 2.06(h), the outstanding principal amount of the Swingline Loans, Loans in an amount equal to 100% of the Net Cash Proceeds from any Debt Issuance. (iif) Subject to the extent last sentence of this Section 2.06(f), promptly upon (and in any event not later than 30 Business Days after) the receipt thereof of Net Cash Proceeds from any Prepayment Asset Sale or Casualty Event (collectively, the “Subject Proceeds”), in each case, in excess remaining of (A) $5,000,000 in a single transaction or a series of related transactions or (B) $20,000,000 in the aggregate for all such transactions after prepayment in full of outstanding Swingline Loansthe Closing Date by the Borrower or any Restricted Subsidiary and subject to the Borrower’s right to reinvest such Net Cash Proceeds as provided below, the Borrower will immediately prepay prepay, in accordance with Section 2.06(h), the outstanding principal amount of the Revolving Loans in an amount equal to 100% of the amount Net Cash Proceeds received with respect thereto in excess of such excessthreshold. Notwithstanding the foregoing, and (iiiA) the Borrower or any Restricted Subsidiary shall have the option (to be exercised by the Borrower notifying the Administrative Agent of its intention to reinvest prior to the extent date any such prepayment is required to be made), directly or through one or more of their Restricted Subsidiaries, to reinvest the Subject Proceeds from any excess remaining after prepayment such Prepayment Asset Sale or Casualty Event, as the case may be, in full assets of outstanding Swingline Loans and outstanding Revolving Loans, the general type used or useful in the business of the Borrower will pay into and the Cash Collateral Account as cover for Letter of Credit Exposure, as more particularly described in Section 3.8, in the amount of such excess. (c) Each payment or prepayment pursuant to the provisions of this Section shall be applied ratably among the Lenders holding the Loans being prepaid, in proportion to the principal amount held by each. (d) Each payment or prepayment of a LIBOR Loan made pursuant to the provisions of this Section on a day other than the last day of the Interest Period applicable thereto shall be made together with all amounts required under Section 2.18 to be paid as a consequence thereof.Restricted Subsidiaries,

Mandatory Payments and Prepayments. (a) Except to the extent due or paid sooner pursuant to the provisions of this Agreement, (i) the Borrower shall repay to the Lenders the aggregate outstanding principal of the Revolving Loans on the Commitment Termination Date. The aggregate outstanding principal of each Swingline Loan shall be due and payable in full on the Maturity Date earlier of (i) the date 10 Business Days after such Swingline Loan is made and (ii) the aggregate outstanding principal of the Swingline Loans shall be due and payable in full on the Swingline Maturity Commitment Termination Date. (b) In the event that, at any time, the sum of (x) the aggregate principal amount of Revolving Loans outstanding at such time, (y) the aggregate Letter of Aggregate Credit Exposure of all Lenders at such time and (z) the aggregate principal amount of Swingline Loans outstanding at such time (excluding the aggregate amount of any Swingline Loans to be repaid with proceeds of Revolving Loans made on the date of determination) shall exceed the aggregate Commitments at such time (after giving effect to any concurrent termination or reduction thereof), (i) the Borrower will immediately upon notice from the Administrative Agent prepay (i) the outstanding principal amount of the Swingline LoansLoans and, (ii) to the extent of any excess remaining after prepayment in full of outstanding Swingline Loans, the Borrower will immediately prepay the outstanding principal amount of the Revolving Loans in the amount of such excess, and (iii) to the extent of any excess remaining after prepayment in full of outstanding Swingline Loans and (ii) the outstanding principal amount of the Revolving LoansLoans in the amount of such excess. To the extent such excess amount is greater than the aggregate principal amount of Loans outstanding immediately prior to the application of such prepayment, the Borrower will pay into amount so prepaid shall be retained by the Administrative Agent and held in the Cash Collateral Account as cover for the aggregate Letter of Credit Exposure, as more particularly described in Section 3.82.5(f), in and thereupon such cash shall be deemed to reduce the amount aggregate Letter of such excess. (c) Credit Exposure by an equivalent amount. Each payment or prepayment pursuant to the provisions of this Section 2.7 shall be applied ratably among the Lenders holding the Loans being prepaid, in proportion to the principal amount held by each. (d) . Each payment or prepayment of a LIBOR Loan made pursuant to the provisions of this Section on a day other than the last day of the Interest Period applicable thereto shall be made together with all amounts required under Section 2.18 2.19 to be paid as a consequence thereof.

Mandatory Payments and Prepayments. (a) Except to the extent due or paid sooner pursuant to the provisions of this Agreement, (i) each Borrower agrees to repay to the Lenders the aggregate outstanding principal of the Revolving Loans of such Borrower on the Commitment Termination Date. The aggregate outstanding principal of each Swingline Loan shall be due and payable in full on the Maturity Date earlier of (i) the date 10 Business Days after such Swingline Loan is made and (ii) the aggregate outstanding principal of the Swingline Loans shall be due and payable in full on the Swingline Maturity Commitment Termination Date. (b) In the event that, at any time, the sum of (x) the aggregate principal amount of Revolving Loans outstanding at such time, (y) the aggregate Letter of Aggregate Credit Exposure of all Lenders at such time and (z) the aggregate principal amount of Swingline Loans outstanding at such time (excluding the aggregate amount of any Swingline Loans to be repaid with proceeds of Revolving Loans made on the date of determination) shall exceed the aggregate Commitments at such time (after giving effect to any concurrent termination or reduction thereof), the Borrowers severally (and not jointly) agree to prepay, immediately upon notice from the Administrative Agent, (i) the Borrower will immediately prepay the outstanding principal amount of the Swingline LoansLoans and, (ii) to the extent of any excess remaining after prepayment in full of outstanding Swingline Loans, the Borrower will immediately prepay the outstanding principal amount of the Revolving Loans in the amount of such excess, and (iii) to the extent of any excess remaining after prepayment in full of outstanding Swingline Loans and (ii) the outstanding principal amount of the Revolving LoansLoans in the amount of such excess. Each Borrower is only obligated to prepay Swingline Loans and Revolving Loans borrowed by such Borrower and is not responsible for the prepayment of any Swingline Loan or Revolving Loan borrowed by any other Borrower. To the extent such excess amount is greater than the aggregate principal amount of Loans outstanding immediately prior to the application of such prepayment, the Borrower will pay into amount so prepaid shall be retained by the Administrative Agent and held in the Cash Collateral Account as cover for the aggregate Letter of Credit Exposure, as more particularly described in Section 3.82.5(f), in and thereupon such cash shall be deemed to reduce the amount aggregate Letter of such excess. (c) Credit Exposure by an equivalent amount. Each payment or prepayment pursuant to the provisions of this Section 2.7 shall be applied ratably among the Lenders holding the Loans being prepaid, in proportion to the principal amount held by each. (d) . Each payment or prepayment of a LIBOR SOFR Loan made pursuant to the provisions of this Section on a day other than the last day of the Interest Period applicable thereto shall be made together with all amounts required under Section 2.18 2.19 to be paid as a consequence thereof.

Mandatory Payments and Prepayments. (a) Except to the extent due or paid sooner pursuant to the provisions of this Agreement, (i) the aggregate outstanding principal of the Revolving Loans shall be due and payable in full on the Maturity Date and (ii) the aggregate outstanding principal of the Swingline Loans shall be due and payable in full on the Swingline Tranche 1 Maturity Date. (b) In the event that, at any time, the sum of (x) the aggregate principal amount of Revolving Loans outstanding at such time, (y) the aggregate Letter of Tranche 1 Credit Exposure of all Lenders at such time and (z) the aggregate principal amount of Swingline Loans outstanding at such time (excluding the aggregate amount of any Swingline Loans to be repaid with proceeds of Revolving Loans made on the date of determination) shall exceed the aggregate Tranche 1 Commitments at such time (after giving effect to any concurrent termination or reduction thereof), (i) the Borrower Borrowers will immediately prepay the outstanding principal amount of the Swingline Loans, (ii) to the extent of any excess remaining after prepayment in full of outstanding Swingline Loans, the Borrower will immediately prepay the outstanding principal amount of the Revolving Loans in the amount of such excess; provided that, and (iii) to the extent such excess amount is greater than the aggregate principal amount of any excess remaining after prepayment in full Loans outstanding immediately prior to the application of outstanding Swingline Loans and outstanding Revolving Loanssuch prepayment, the Borrower will pay into amount so prepaid shall be retained by the Administrative Agent and held in the Cash Collateral Account as cover for Tranche 1 Letter of Credit Exposure, as more particularly described in Section 3.83.10, in and thereupon such cash shall be deemed to reduce the amount Tranche 1 Letter of such excessCredit Exposure by an equivalent amount. (c) Each payment In the event that, at any time, (x) the aggregate Tranche 2 Letter of Credit Exposure at such time shall exceed the aggregate Tranche 2 Commitments at such time (after giving effect to any concurrent termination or prepayment pursuant reduction thereof) or (y) the aggregate Secured Letter of Credit Exposure at such time shall exceed the aggregate Collateral Value at such time, then, in either case, the Borrowers will, to the provisions extent they have not deposited additional Eligible Collateral in a Custodial Account having a Collateral Value at least equal to such excess within the three Business Day period specified in Section 8.11 and subject to the other terms of this Agreement, immediately pay to the Administrative Agent the Dollar Amount of such excess in Dollars and in immediately available funds to be retained by the Administrative Agent and held in the Cash Collateral Account as cover for Tranche 2 Letter of Credit Exposure or Secured Letter of Credit Exposure, as the case may be, as more particularly described in Section 3.10, and thereupon such funds shall be applied ratably among deemed to reduce the Lenders holding aggregate Tranche 2 Letter of Credit Exposure or Secured Letter of Credit Exposure, as the Loans being prepaidcase may be, in proportion to the principal amount held by eachan equivalent amount. (d) Each payment or prepayment In the event that, at any time, the aggregate Secured Letter of a LIBOR Loan made pursuant Credit Exposure pertaining to any Borrower shall exceed the Collateral Value in the Custodial Account of such Borrower, such Borrower will, to the provisions extent it has not deposited additional Eligible Collateral in its Custodial Account having a Collateral Value at least equal to such excess within the five Business Day period specified in Section 8.11 and subject to the other terms of this Agreement, immediately pay to the Administrative Agent the Dollar Amount of such excess in Dollars and in immediately available funds to be retained by the Administrative Agent and held in the Cash Collateral Account as cover for the Secured Letter of Credit Exposure pertaining to it, as more particularly described in Section on a day other than the last day of the Interest Period applicable thereto 3.10, and thereupon such funds shall be made together with all amounts required under Section 2.18 deemed to be paid as a consequence thereofreduce the Secured Letter of Credit Exposure pertaining to such Borrower by an equivalent amount.

Mandatory Payments and Prepayments. (a) Except to the extent due or paid sooner pursuant to the provisions of this Agreement, (i) each Borrower agrees to repay to the Lenders the aggregate outstanding principal of the Revolving Loans of such Borrower on the Commitment Termination Date. The aggregate outstanding principal of each Swingline Loan shall be due and payable in full on the Maturity Date earlier of (i) the date 10 Business Days after such Swingline Loan is made and (ii) the aggregate outstanding principal of the Swingline Loans shall be due and payable in full on the Swingline Maturity Commitment Termination Date. (b) In the event that, at any time, the sum of (x) the aggregate principal amount of Revolving Loans outstanding at such time, (y) the aggregate Letter of Aggregate Credit Exposure of all Lenders at such time and (z) the aggregate principal amount of Swingline Loans outstanding at such time (excluding the aggregate amount of any Swingline Loans to be repaid with proceeds of Revolving Loans made on the date of determination) shall exceed the aggregate Commitments at such time (after giving effect to any concurrent termination or reduction thereof), the Borrowers severally (and not jointly) agree to prepay, immediately upon notice from the Administrative Agent, (i) the Borrower will immediately prepay the outstanding principal amount of the Swingline LoansLoans and, (ii) to the extent of any excess remaining after prepayment in full of outstanding Swingline Loans, the Borrower will immediately prepay the outstanding principal amount of the Revolving Loans in the amount of such excess, and (iii) to the extent of any excess remaining after prepayment in full of outstanding Swingline Loans and (ii) the outstanding principal amount of the Revolving LoansLoans in the amount of such excess. Each Borrower is only obligated to prepay Swingline Loans and Revolving Loans borrowed by such Borrower and is not responsible for the prepayment of any Swingline Loan or Revolving Loan borrowed by any other Borrower. To the extent such excess amount is greater than the aggregate principal amount of Loans outstanding immediately prior to the application of such prepayment, the Borrower will pay into amount so prepaid shall be retained by the Administrative Agent and held in the Cash Collateral Account as cover for the aggregate Letter of Credit Exposure, as more particularly described in Section 3.82.5(f), in the amount of and thereupon such excess. (c) Each payment or prepayment pursuant to the provisions of this Section cash shall be applied ratably among deemed to reduce the Lenders holding the Loans being prepaid, in proportion to the principal amount held aggregate Letter of Credit Exposure by each. (d) Each payment or prepayment of a LIBOR Loan made pursuant to the provisions of this Section on a day other than the last day of the Interest Period applicable thereto shall be made together with all amounts required under Section 2.18 to be paid as a consequence thereof.an equivalent

Mandatory Payments and Prepayments. (a) Except to the extent due or paid sooner pursuant to the provisions of this Agreement, (i) the aggregate outstanding principal of the Revolving Loans shall be due and payable in full on the Maturity Date Date, and (ii) the aggregate outstanding principal of the Swingline Loans shall be due and payable in full on the Swingline Maturity Date. (b) In the event that, at any time, the sum of (xi) the aggregate principal amount of Revolving Loans outstanding at such time, (yii) the aggregate Letter of Credit Exposure of all Lenders at such time and (ziii) the aggregate principal amount of Swingline Loans outstanding at such time (excluding the aggregate amount of any Swingline Loans to be repaid with proceeds of Revolving Loans made on the date of determination) shall exceed the aggregate Revolving Credit Commitments at such time (after giving effect to any concurrent termination or reduction thereof), (i) the Borrower will immediately shall, within two (2) Business Days after such time, prepay the outstanding principal amount of the Swingline LoansLoans and, (ii) to the extent of any excess remaining after prepayment in full of outstanding Swingline Loans, the Borrower will immediately prepay the outstanding principal amount of the Revolving Loans Loans, in the amount of such excess; provided that, and (iii) to the extent such excess amount is greater than the -------- aggregate principal amount of any excess remaining after prepayment in full of outstanding Swingline Loans and Revolving Loans outstanding Revolving Loansimmediately prior to the application of such prepayment, the Borrower will pay into amount so prepaid shall be retained by the Agent and held in the Cash Collateral Account as cover for Letter of Credit Exposure, as more particularly described in Section 3.8, in and thereupon such cash shall be deemed to reduce the amount aggregate Letter of such excessCredit Exposure by an equivalent amount. (c) Promptly upon (and in any event not later than two (2) Business Days after) its receipt thereof, the Borrower will prepay the outstanding principal amount of the Loans in an amount equal to 50% of the Net Cash Proceeds from any Equity Issuance (but only to the extent such net cash proceeds exceed $2,000,000 in aggregate in any fiscal year) and 100% of the Net Cash Proceeds from any Debt Issuance, and will deliver to the Agent, concurrently with such prepayment, a certificate signed by a Financial Officer of the Borrower in form and substance satisfactory to the Agent and setting forth the calculation of such Net Cash Proceeds. (d) Not later than one hundred-eighty (180) days after its receipt of any proceeds of insurance, condemnation award or other compensation in respect of any Casualty Event (or, if earlier, upon its determination not to repair or replace any property subject to such Casualty Event), the Borrower will prepay the outstanding principal amount of the Loans in an amount equal to 100% of the Net Cash Proceeds from such Casualty Event (less any amounts theretofore applied (or committed to be applied) to the repair or replacement of property subject to such Casualty Event) and will deliver to the Agent, concurrently with such prepayment, a certificate signed by a Financial Officer of the Borrower in form and substance satisfactory to the Agent and setting forth the calculation of such Net Cash Proceeds; provided, however, that, notwithstanding the foregoing, --------- -------- (i) nothing in this Section 2.6(d) shall be deemed to limit or otherwise affect any right of the Agent herein or in any of the other Credit Documents to receive and hold such proceeds as loss payee and to disburse the same to the Borrower upon the terms hereof or thereof, or any obligation of the Borrower or any of its Subsidiaries herein or in any of the other Credit Documents to remit any such proceeds to the Agent upon its receipt thereof, and (ii) any and all such proceeds received or held by the Agent or the Borrower or any of its Subsidiaries during the continuance of an Event of Default (regardless of any proposed or actual use thereof for repair or replacement) shall be applied to prepay the outstanding principal amount of the Loans. (e) Promptly upon (and in any event not later than two (2) Business Days after) its receipt thereof, the Borrower will prepay the outstanding principal amount of the Loans in an amount equal to 100% of the Net Cash Proceeds from any Asset Disposition and will deliver to the Agent, concurrently with such prepayment, a certificate signed by a Financial Officer of the Borrower in form and substance satisfactory to the Agent and setting forth the calculation of such Net Cash Proceeds. (f) Concurrently with the delivery of its annual financial statements after the end of each fiscal year, beginning with the fiscal year ending December 31, 2002, and in any event not later than ninety (90) days after the last day of each such fiscal year, the Borrower will prepay the outstanding principal amount of the Loans in an amount equal to 50% of Excess Cash Flow, if any, for such fiscal year; provided, however that so long as the Borrower's --------- ------- Leverage Ratio is equal to or less than 1.5 to 1.0 as of the last day of such fiscal year, no Excess Cash Flow prepayment shall be required under this Section 2.6(f) for such fiscal year. The Borrower will deliver to the Agent, concurrently with each such prepayment (or by the date that a prepayment would have been due), a certificate signed by a Financial Officer of the Borrower in form and substance satisfactory to the Agent and setting forth the calculation of such Excess Cash Flow or, as applicable, the Leverage Ratio. (g) Each prepayment of the Loans made pursuant to Sections 2.6(c) through 2.6(f) shall be applied to reduce the outstanding principal amount of the Revolving Loans (but without reduction of the Revolving Loan Commitments). If excess funds remain after application of the prepayments in accordance with the foregoing sentence, and no Default or Event of Default has occurred and is continuing, then such excess funds shall be returned to or retained by the Borrower. Each payment or prepayment pursuant to the provisions of this Section 2.6 shall be applied ratably among the Lenders holding the Loans being prepaid, in proportion to the principal amount held by each. Revolving Loans prepaid pursuant to this Sections 2.6(c) through 2.6(g) may be reborrowed, subject to the terms and conditions of this Agreement. (dh) The Borrower shall deliver to the Agent and each Lender, to the extent practicable, at least one (1) Business Days' prior written notice of any prepayment pursuant to Sections 2.6(c) through 2.6(g). (i) Each payment or prepayment of a LIBOR Loan made pursuant to the provisions of this Section 2.6 on a day other than the last day of the Interest Period applicable thereto shall be made together with all amounts required under Section 2.18 to be paid as a consequence thereof; provided, that for prepayments --------- of LIBOR Loans required pursuant to Sections 2.6(c) through 2.6(f) on a date other than the last day of the Interest Period with respect thereto, at the Borrower's option, the amount of such prepayment (after application to any Base Rate Loans) shall be deposited with the Agent as cash collateral for the LIBOR Loans on terms reasonably satisfactory to the Agent and thereafter shall be applied in the order of the Interest Periods next ending most closely to the date such prepayment is required to be made and on the last day of each such Interest Period. After such application, unless an Event of Default shall have occurred and be continuing (in which case such interest shall be held as cash collateral or applied by the Agent to any Obligations then due and payable), any remaining interest earned on such cash collateral shall be paid to Borrower. (j) Notwithstanding the foregoing, nothing in this Section 2.6 shall be deemed to permit any Equity Issuance, Debt Issuance or Asset Disposition not expressly permitted under Article VII or Article VIII.

Mandatory Payments and Prepayments. (a) Except to the extent due or paid sooner pursuant to the provisions of this Agreement, (i) the aggregate outstanding principal of the Revolving Loans shall be due and payable in full on the Revolving Maturity Date Date, and (ii) the aggregate outstanding principal of the Swingline Loans shall be due and payable in full on the earlier to occur of (A) the date ten Business Days after such Swingline Loan is made and (B) the Swingline Maturity Date. (b) In the event that, at any time, the sum of (x) the aggregate principal amount of Aggregate Revolving Loans outstanding at such time, (y) the aggregate Letter of Credit Exposure of all Lenders at such time and (z) the aggregate principal amount of Swingline Loans outstanding at such time (excluding the aggregate amount of any Swingline Loans to be repaid with proceeds of Revolving Loans made on the date of determination) shall exceed the aggregate Revolving Commitments at such time (after giving effect to any concurrent termination or reduction thereof), (i) the Borrower Borrowers will immediately prepay prepay, jointly and severally, the outstanding principal amount of the Swingline LoansLoans and, (ii) to the extent of any excess remaining after prepayment in full of outstanding Swingline Loans, the Borrower will immediately prepay the outstanding principal amount of the Revolving Loans in the amount of such excess; provided that, and (iii) to the extent such excess amount is greater than the aggregate principal amount of any excess remaining after prepayment in full of outstanding Swingline Loans and Revolving Loans outstanding Revolving Loansimmediately prior to the application of such prepayment, the Borrower will pay into amount so prepaid shall be retained by the Administrative Agent and held as Cash Collateral Account as cover for Letter of Credit ExposureL/C Obligations, as more particularly described in Section 3.82.14, in and thereupon such cash shall be deemed to reduce the amount of such excessaggregate L/C Obligations by an equivalent amount. (c) Each prepayment of the Loans made pursuant to Section 2.6(b) shall be applied first to prepay all Base Rate Loans, and then to prepay LIBOR Loans, with the LIBOR Loans with the longest Interest Period maturities paid first, followed by the next longest Interest Period maturities. Each payment or prepayment pursuant to the provisions of this Section 2.6(b) shall be applied ratably among the Lenders holding the Loans being prepaid, in proportion to the principal amount held by each. (d) ; provided that if any Lender is a Defaulting Lender at the time of any such prepayment, any mandatory prepayment of the Loans shall, if the Administrative Agent so directs at the time of making such mandatory prepayment, be applied to the Loans of other Lenders as if such Defaulting Lender had no Loans outstanding and the outstanding Loans of such Defaulting Lender were zero. Each payment or prepayment of a LIBOR Loan made pursuant to the provisions of this Section on a day other than the last day of the Interest Period applicable thereto shall be made together with all amounts required under Section 2.18 3.5 to be paid as a consequence thereof.

Mandatory Payments and Prepayments. (a) Except to the extent due or paid sooner pursuant to the provisions of this Agreement, (i) Borrower shall pay the aggregate outstanding principal portion of the Revolving Loans shall be due and payable in full Term Loan on the Maturity Date and (ii) the aggregate outstanding principal of the Swingline Loans Termination Date. Except as otherwise provided in subsection 2.4 with respect to LIBOR Rate Advances, Borrower shall be due and payable in full pay interest on the Swingline Maturity Date. (b) In the event that, at any time, the sum of (x) the aggregate principal amount of Revolving Loans outstanding at such time, (y) the aggregate Letter of Credit Exposure of all Lenders at such time and (z) the aggregate principal amount of Swingline Loans outstanding at such time (excluding the aggregate amount of any Swingline Loans to be repaid with proceeds of Revolving Loans made on the date of determination) shall exceed the aggregate Commitments at such time (after giving effect to any concurrent termination or reduction thereof), (i) the Borrower will immediately prepay the outstanding principal amount of the Swingline LoansTerm Loan in quarterly installments, in arrears, on the last day of each March, June, September and December, for the three month period then ending, with the first such payment to occur on March 31, 2002. All Liabilities evidenced by the Term Note, including the unpaid principal balance of the Term Loan, shall become immediately due and payable on the Termination Date. (ii) Borrower may prepay all or any part of the Term Loan at any time upon at least three (3) Business Days’ prior irrevocable written notice to Lender of the extent of any excess remaining after prepayment in full of outstanding Swingline Loans, the Borrower will immediately prepay the outstanding principal amount of the Revolving Loans in principal prepayment, the amount of such excessapplication as between any LIBOR Rate Advance and Prime Rate Advance and the Business Day for prepayment; provided, and (iii) to the extent however, that no payment of any excess remaining after prepayment in full of outstanding Swingline Loans and outstanding Revolving Loans, the Borrower will pay into the Cash Collateral Account as cover for Letter of Credit Exposure, as more particularly described in Section 3.8, in the amount of such excess. (c) Each payment or prepayment pursuant to the provisions of this Section shall LIBOR Rate Advance may be applied ratably among the Lenders holding the Loans being prepaid, in proportion to the principal amount held by each. (d) Each payment or prepayment of a LIBOR Loan made pursuant to the provisions of this Section on a any day other than the last day of the Interest Period applicable with respect thereto or if an Event of Default or Default has occurred and is continuing or would occur as a result of such payment, and any partial prepayment shall be made together with in an aggregate minimum amount of $100,000 or an integral multiple thereof. (iii) Borrower will pay to Lender in immediately available funds, at its office at the address specified in subsection 8.12, or such other address as Lender shall specify in writing, all amounts required payable to it under Section 2.18 the terms of the Term Note and all other Liabilities, without any presentation of such Term Note. Lender may, if it so determines, make notation of each payment of principal on the Term Note, and it will promptly make such notation if Borrower shall so request. The failure to be paid as a consequence thereofrecord any such amount on such schedule, however, shall not limit or otherwise affect the obligations of Borrower hereunder or under the Term Note. Lender may also, if it so determines, make notation on the face of the Term Note or elsewhere of any modification, amendment, alteration, guaranty or assumption of the Term Note.

Mandatory Payments and Prepayments. (a) Except to the extent due or paid sooner pursuant to the provisions of this Agreement, the Borrower will repay the aggregate principal amount of the Initial Term Loans, (iA) commencing with the first full fiscal quarter beginning after the Closing Date, on the last day of each fiscal quarter of the Borrower and each subsequent fiscal quarter of the Borrower ending prior to the Initial Term Loan Maturity Date, in each case in an amount equal to 0.25% of the original principal amount of the Initial Term Loans made on the Closing Date (as such payments may be reduced from time to time as a result of the application of prepayments in accordance with this Section 2.06, Section 2.07 or purchases in accordance with 12.07(d) or increased as a result of any increase in the amount of the Initial Term Loans pursuant to Section 2.22(a)) and (B) on the Initial Term Loan Maturity Date, the remainder of the principal amount of the Initial Term Loans outstanding on such date. (b) The Borrower shall repay the Additional Term Loans of any Class in such scheduled amortization installments and on such date or dates as shall be specified therefor in the applicable Refinancing Amendment, Incremental Facility Agreement or Extension Amendment (as such payments may be reduced from time to time as a result of the application of prepayments in accordance with this Section 2.06 or purchases in accordance with 12.07(d)). (c) Except to the extent due or paid sooner pursuant to the provisions of this Agreement, the Borrower shall pay the aggregate outstanding principal of the all Initial Revolving Loans shall be due (in Dollars or the relevant Alternate Currency) and payable Swingline Loans in full on the Maturity Date and (ii) the aggregate outstanding principal of the Swingline Loans shall be due and payable in full on the Swingline Initial Revolving Credit Maturity Date. (bd) In the event that, at on any timeRevaluation Date, the sum of (x) the Dollar Equivalent of the aggregate principal amount of Revolving Loans of any Class outstanding at such time, (y) the Dollar Equivalent of the aggregate Letter of Credit Exposure of all Revolving Lenders at such time and (z) the aggregate principal amount of Swingline Loans outstanding at such time (excluding the aggregate amount of any Swingline Loans to be repaid with proceeds of Revolving Loans made on the date of determination) shall exceed an amount equal to 105% of the aggregate Revolving Credit Commitments at such time (after giving effect to any concurrent termination or reduction thereof), the Borrower will promptly, and in any event within five Business Days, at the Borrower’s option: (i) prepay Swingline Loans, (ii) prepay Revolving Loans and/or (iii) Cash Collateralize the Letter of Credit Exposure, in the aggregate amount of such excess, after receiving written notice from the Administrative Agent of such excess. (e) Promptly upon (and in any event not later than five Business Days after) the receipt thereof by the Borrower, or any Restricted Subsidiary, the Borrower will immediately prepay, in accordance with Section 2.06(h), the outstanding principal amount of the Term Loans in an amount equal to 100% of the Net Cash Proceeds from any Debt Issuance. (f) Subject to the last sentence of this Section 2.06(f), promptly upon (and in any event not later than 30 Business Days after) the receipt thereof of Net Cash Proceeds from any Prepayment Asset Sale or Casualty Event, in each case, in excess of (i) $17,500,000 in a single transaction or a series of related transactions or (ii) $60,000,000 in the aggregate for all such transactions after the Closing Date by the Borrower or any Restricted Subsidiary and subject to the Borrower’s right to reinvest such Net Cash Proceeds as provided below, the Borrower will prepay, in accordance with Section 2.06(h), the outstanding principal amount of the Term Loans in an amount equal to 100% of the Net Cash Proceeds received with respect thereto in excess of such threshold. Notwithstanding the foregoing, (A) the Borrower or any Restricted Subsidiary shall have the option (to be exercised by the Borrower notifying the Administrative Agent of its intention to reinvest prior to the date any such prepayment is required to be made), directly or through one or more of their Subsidiaries, to reinvest the Net Cash Proceeds from any such Prepayment Asset Sale or Casualty Event, as the case may be, in assets of the general type used or useful in the business of the Borrower and its Subsidiaries, (x) within one year of receipt thereof or (y) if the Borrower or such Restricted Subsidiary has committed to so reinvest such Net Cash Proceeds during such one-year period and such Net Cash Proceeds are so reinvested, not more than six months after the expiration of such one-year period and (B) if, at the time that any such prepayment would be required hereunder, the Borrower or any of its Restricted Subsidiaries is required to repay or repurchase any other Indebtedness (or offer to repay or repurchase such Indebtedness) that is secured on a pari passu basis with any Secured Obligation pursuant to the terms of the documentation governing such Indebtedness with the Net Cash Proceeds from any such Prepayment Asset Sale or Casualty Event (such Indebtedness required to be so repaid or repurchased (or offered to be repaid or repurchased), the “Other Applicable Indebtedness”), then the relevant Person may apply such Net Cash Proceeds on a pro rata basis to the prepayment of the Term Loans and to the repurchase or repayment of the Other Applicable Indebtedness (determined on the basis of the aggregate outstanding principal amount of the Term Loans and the Other Applicable Indebtedness (or accreted amount if such Other Applicable Indebtedness is issued with original issue discount) at such time); it being understood that (1) the portion of such Net Cash Proceeds allocated to the Other Applicable Indebtedness shall not exceed the amount of such Net Cash Proceeds required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, (and the remaining amount, if any, of such Net Cash Proceeds shall be allocated to the Term Loans in accordance with the terms hereof), and the amount of the prepayment of the Term Loans that would have otherwise been required pursuant to this Section 2.06(f) shall be reduced accordingly and (2) to the extent the holders of the Other Applicable Indebtedness decline to have such Indebtedness prepaid or repurchased, the declined amount shall promptly (and in any event within ten Business Days after the date of such rejection) be applied to prepay the Term Loans in accordance with the terms hereof. (g) Within 10 Business Days after the date that the annual consolidated financial statements of the Borrower and its Subsidiaries are required to be delivered pursuant to Section 6.01(b) after the end of each fiscal year ending after the Closing Date (the “Excess Cash Flow Prepayment Date”), beginning with the fiscal year ending on or about December 31, 2015, the Borrower will prepay, in accordance with Section 2.06(h), the outstanding principal amount of the Term Loans in an amount equal to (x) the Prepayment Percentage of Excess Cash Flow, if any, for such fiscal year minus (y) other than to the extent made from Net Cash Proceeds from any Permitted Cure Securities or Indebtedness (other than revolving Indebtedness), (i) voluntary repayments of the Loans during such fiscal year or thereafter prior to the Excess Cash Flow Prepayment Date (without duplication between fiscal years) (solely, in the case of Revolving Loans, to the extent accompanied by a permanent reduction of the Revolving Credit Commitments) and (ii) the amount of any reduction in the outstanding amount of any Term Loans resulting from any assignment made in accordance with Section 12.07(d) or (e) of this Agreement (including in connection with any Dutch Auction) on a dollar for dollar basis (it being understood that any such reduction pursuant to clause (i) or (ii) above made at a discount to par will only reduce such payment or prepayment pursuant to this clause (g) by the amount of cash actually paid). (h) In the event that the obligation of the Borrower to prepay the Term Loans shall arise pursuant to subsections (e) through (g) above, except as otherwise provided in any Refinancing Amendment, any Incremental Facility Agreement or any Extension Amendment, the Borrower shall prepay the outstanding principal amount of the Swingline Loans, (ii) to the extent of any excess remaining after prepayment in full of outstanding Swingline Loans, the Borrower will immediately prepay the outstanding principal amount of the Revolving Term Loans in the amount of such excessprepayment obligation within the applicable time periods specified in subsections (e) through (g) above, and (iii) with such prepayment to be applied to the extent Term Loans pro rata in direct order of any excess remaining after prepayment in full of outstanding Swingline maturity for the next eight scheduled principal payments on the Term Loans and outstanding Revolving Loansand, the Borrower will pay into the Cash Collateral Account as cover for Letter of Credit Exposurethereafter, as more particularly described in Section 3.8, in on a pro rata basis according to the amount of each such excess. (c) scheduled amortization payment; provided, that any prepayment of Term Loans with the Net Cash Proceeds of any Refinancing Indebtedness, Incremental Term Facility, Permitted External Refinancing Debt or Refinancing Term Loans shall be applied to the applicable Class of Term Loans being refinanced or replaced. Each payment or prepayment pursuant to the provisions of this Section shall be applied ratably among the Lenders holding the Loans being prepaid, in proportion to the principal amount held by each, and shall be applied (1) first, to prepay all Base Rate Loans, and (2) second, to the extent of any excess remaining after application as provided in clause (1) above, to prepay all LIBOR Loans (and as among LIBOR Loans, (A) first to prepay those LIBOR Loans, if any, having Interest Periods ending on the date of such prepayment, and (B) thereafter, to the extent of any excess remaining after application as provided in clause (A) above, to prepay LIBOR Loans in the manner that minimizes the amount of any payments required to be made pursuant to Section 2.18). (di) Each payment or prepayment of a LIBOR Loan made pursuant to the provisions of this Section on a day other than the last day of the Interest Period applicable thereto shall be made together with all amounts required under Section 2.18 to be paid as a consequence thereof. (j) Notwithstanding any provision under this Section 2.06 to the contrary, (i) any amounts that would otherwise be required to be paid by the Borrower pursuant to Section 2.06(f) and (g) above shall not be required to be so prepaid to the extent any such Excess Cash Flow is generated by a Foreign Subsidiary or such Net Cash Proceeds are received by a Foreign Subsidiary, for so long as the repatriation to the United States of any such amounts would be prohibited under any Requirement of Law or conflict with the fiduciary duties of such Foreign Subsidiary’s directors, or result in, or could reasonably be expected to result in, a material risk of personal or criminal liability for any officer, director, employee, manager, member of management or consultant of such Foreign Subsidiary (the Borrower agreeing to cause the applicable Foreign Subsidiary to promptly take all commercially reasonable actions required by the applicable local law to permit such repatriation), and once such repatriation of any such affected Net Cash Proceeds or Excess Cash Flow is permitted under the applicable Requirement of Law and, to the extent applicable, would no longer conflict with the fiduciary duties of such director, or result in, or could reasonably be expected to result in, a material risk of personal or criminal liability for the Persons described above, such repatriation will be promptly effected and such repatriation of Net Cash Proceeds or Excess Cash Flow, as applicable, will be promptly (and in any event not later than three Business Days after such repatriation) applied (net of additional Taxes payable or reserved against as a result thereof) to the repayment of the Loans pursuant to this Section 2.06(j) to the extent provided herein (without regard to this clause (j)); and (ii) if the repatriation by a Foreign Subsidiary to the United States of any amount required to mandatorily prepay the Loans pursuant to Section 2.06(f) and (g) above would result in material adverse cash tax consequences to the Borrower (including pursuant to any Tax sharing arrangements or any Tax Distribution), any of the Borrower’s direct or indirect equity owners or its Restricted Subsidiaries, taking into account any foreign tax credits or benefits actually realized in connection with such repatriation (such amount, a “Restricted Amount”), as reasonably determined by the Borrower, the amount the Borrower shall be required to mandatorily prepay pursuant to Section 2.06(f) and (g) above, as applicable, shall be reduced by the Restricted Amount until such time as it may repatriate to the United States such Restricted Amount without incurring such material adverse cash tax liability; provided that to the extent that the repatriation of any Net Cash Proceeds or Excess Cash Flow from such Foreign Subsidiary would no longer have a material adverse cash tax consequence, an amount equal to the Net Cash Proceeds or Excess Cash Flow, as applicable, not previously applied pursuant to preceding clauses (i) and (ii), shall be promptly applied to the repayment of the Loans pursuant to Section 2.06 as otherwise required above (without regard to this clause (j)). (k) Each Lender may elect, by notice to the Administrative Agent at or prior to the time, and in the manner specified by the Administrative Agent, of any prepayment of Loans required to be made by the Borrower pursuant to this Section 2.06 (except any prepayment required pursuant to Section 2.06(e)), to decline all (but not a portion) of its Applicable Percentage of such prepayment (such declined amounts, the “Declined Proceeds”), in which case, such Declined Proceeds may be retained by the Borrower and shall be added to the calculation of the Available Amount. If a Lender fails to deliver a notice of election declining receipt of its applicable percentage of such mandatory prepayment to the Administrative Agent within the time frame specified by the Administrative Agent, any such failure will be deemed to constitute an acceptance of such Lender’s Applicable Percentage of the total amount of such mandatory prepayment of the Loans.

Mandatory Payments and Prepayments. (a) Except to the extent due or paid sooner pursuant to the provisions of this Agreement, (i) the aggregate outstanding principal of the Revolving Loans shall be due and payable in full on the Maturity Date Date, and (ii) the aggregate outstanding principal of the Swingline Loans shall be due and payable in full on the Swingline Maturity Date. (b) In the event that, at any time, the sum of (x) the aggregate principal amount of Revolving Loans outstanding at such time, (y) the aggregate Letter of Credit Exposure of all Lenders at such time and (z) the aggregate principal amount of Swingline Loans outstanding at such time (excluding the aggregate amount of any Swingline Loans to be repaid with proceeds of Revolving Loans made on the date of determination) shall exceed the aggregate Commitments at such time (after giving effect to any concurrent termination or reduction thereof), (i) the Borrower will immediately prepay the outstanding principal amount of the Swingline LoansLoans and, (ii) to the extent of any excess remaining after prepayment in full of outstanding Swingline Loans, the Borrower will immediately prepay the outstanding principal amount of the Revolving Loans in the amount of such excess; provided that, and (iii) to the extent such excess amount is greater than the aggregate principal amount of any excess remaining after prepayment in full of outstanding Swingline Loans and Revolving Loans outstanding Revolving Loansimmediately prior to the application of such prepayment, the Borrower will pay into amount so prepaid shall be retained by the Agent and held in the Cash Collateral Account as cover for Letter of Credit Exposure, as more particularly described in Section SECTION 3.8, in and thereupon such cash shall be deemed to reduce the amount aggregate Letter of such excessCredit Exposure by an equivalent amount. (c) Each payment or prepayment pursuant to the provisions of this Section shall be applied ratably among the Lenders holding the Loans being prepaid, in proportion to the principal amount held by each. (d) Each payment or prepayment of a LIBOR Loan made pursuant to the provisions of this Section on a day other than the last day of the Interest Period applicable thereto shall be made together with all amounts required under Section SECTION 2.18 to be paid as a consequence thereof.

Mandatory Payments and Prepayments. (a) Except to the extent due or paid sooner pursuant to the provisions of this Agreement, (i) the aggregate outstanding principal of the Revolving Loans shall be due and payable in full on the Maturity Date and (ii) the aggregate outstanding principal of the Swingline Loans shall be due and payable in full on the Swingline Maturity Date. (b) In the event that, at any time, the sum of (xy) the aggregate principal amount of Revolving Loans outstanding at such time, time and (yz) the aggregate Letter of Credit Exposure of all Lenders at such time and (z) the aggregate principal amount of Swingline Loans outstanding at such time (excluding the aggregate amount of any Swingline Loans to be repaid with proceeds of Revolving Loans made on the date of determination) shall exceed the aggregate Commitments at such time (after giving effect to any concurrent termination or reduction thereof), (i) the Borrower will immediately prepay first, the outstanding principal amount of the Swingline Loans, (ii) to the extent of any excess remaining after prepayment in full of outstanding Swingline Loans, the Borrower will immediately prepay the outstanding principal amount of the Revolving Loans in the amount of such excessexcess and next, and (iii) the amount of any outstanding Reimbursement Obligations; provided that, to the extent such excess amount is greater than the aggregate principal amount of any excess remaining after prepayment in full of outstanding Swingline Loans and Reimbursement Obligations outstanding Revolving Loansimmediately prior to the application of such prepayment, the Borrower will pay into amount so prepaid shall be retained by the Agent and held in the Cash Collateral Account as cover for Letter of Credit Exposure, as more particularly described in Section 3.8, in and thereupon such cash shall be deemed to reduce the amount aggregate Letter of such excessCredit Exposure by an equivalent amount. (c) If a Default or an Event of Default has occurred and is continuing at such time, promptly upon (and in any event not later than two (2) Business Days after) its receipt of Net Cash Proceeds for any Asset Disposition, Hybrid Equity Issuance or Debt Issuance, the Borrower will prepay first, the outstanding principal amount of the Loans and next, the amount of any outstanding Reimbursement Obligations in an amount equal to 100% of the Net Cash Proceeds from such Asset Disposition, Hybrid Equity Issuance or Debt Issuance; provided that, to the extent such prepayment amount is greater than the aggregate principal amount of Loans and Reimbursement Obligations outstanding immediately prior to the application of such prepayment, the amount so prepaid shall be retained by the Agent and held in the Cash Collateral Account as cover for Letter of Credit Exposure, as more particularly described in Section 3.8, and thereupon such cash shall be deemed to reduce the aggregate Letter of Credit Exposure by an equivalent amount. (d) Each prepayment of the Loans made pursuant to subsections (b) and (c) above shall be applied (i) first, to reduce the outstanding principal amount of the Loans, and (ii) second, to the extent of any excess remaining after application as provided in clause (i) above, to pay any outstanding Reimbursement Obligations, and shall be applied first to prepay all Base Rate Loans before any LIBOR Loans are prepaid. Each payment or prepayment pursuant to the provisions of this Section shall be applied ratably among the Lenders holding the Loans being prepaid, in proportion to the principal amount held by each. (de) Each payment or prepayment of a LIBOR Loan made pursuant to the provisions of this Section on a day other than the last day of the Interest Period applicable thereto shall be made together with all amounts required under Section 2.18 to be paid as a consequence thereof.

Mandatory Payments and Prepayments. (a) Except to the extent due or paid sooner pursuant to the provisions of this Agreement, (i) the Borrower shall repay to the Lenders the aggregate outstanding principal of the Revolving Loans on the Commitment Termination Date unless the Borrower exercises the Term-Out Option and, in such case, the aggregate outstanding principal of the Term Loans, if any, shall be due and payable in full on the Final Maturity Date and (ii) the Date. The aggregate outstanding principal of the each Swingline Loans Loan shall be due and payable in full on the earlier of (i) the date 10 Business Days after such Swingline Maturity Loan is made and (ii) the Commitment Termination Date. (b) In the event that, at any time, the sum of (x) the aggregate principal amount of Revolving Loans outstanding at such time, (y) the aggregate Letter of Aggregate Credit Exposure of all Lenders at such time and (z) the aggregate principal amount of Swingline Loans outstanding at such time (excluding the aggregate amount of any Swingline Loans to be repaid with proceeds of Revolving Loans made on the date of determination) shall exceed the aggregate Commitments at such time (after giving effect to any concurrent termination or reduction thereof), (i) the Borrower will immediately prepay (i) the outstanding principal amount of the Swingline LoansLoans and, (ii) to the extent of any excess remaining after prepayment in full of outstanding Swingline Loans, the Borrower will immediately prepay (ii) the outstanding principal amount of the Revolving Loans in the amount of such excess, and (iii) . To the extent such excess amount is greater than the aggregate principal amount of Loans outstanding immediately prior to the extent application of any excess remaining after prepayment in full of outstanding Swingline Loans and outstanding Revolving Loanssuch prepayment, the Borrower will pay into amount so prepaid shall be retained by the Administrative Agent and held in the Cash Collateral Account as cover for the aggregate Letter of Credit Exposure, as more particularly described in Section 3.82.5(i), in and thereupon such cash shall be deemed to reduce the amount aggregate Letter of such excess. (c) Credit Exposure by an equivalent amount. Each payment or prepayment pursuant to the provisions of this Section 2.7 shall be applied ratably among the Lenders holding the Loans being prepaid, in proportion to the principal amount held by each. (d) . Each payment or prepayment of a LIBOR Loan made pursuant to the provisions of this Section on a day other than the last day of the Interest Period applicable thereto shall be made together with all amounts required under Section 2.18 2.19 to be paid as a consequence thereof.

Mandatory Payments and Prepayments. (a) Except The Borrower shall repay the Term Loan in the amount of $5,000,000 on each date on which interest is due. Commencing on the July 31, 2002 payment date, so long as no Default or Event of Default hereunder has occurred and is continuing and no default or event of default of the Guarantor under the Charter Availability Agreement has occurred and is continuing, the Borrower may set off and apply amounts then due and owing by the Lender to the extent Guarantor under the Charter Availability Agreement against the amounts due or paid sooner pursuant to under the provisions immediately preceding sentence of this Agreement, (i) the aggregate outstanding principal of the Revolving Loans shall be due and payable in full on the Maturity Date and (ii) the aggregate outstanding principal of the Swingline Loans shall be due and payable in full on the Swingline Maturity Datesubsection 3.2(a). (b) In Subject to the event that, at any timeprovisions of Section 3.5, the sum of (x) the aggregate principal amount of Revolving Loans outstanding at such time, (y) the aggregate Letter of Credit Exposure of all Lenders at such time and (z) the aggregate principal amount of Swingline Loans outstanding at such time (excluding the aggregate amount of any Swingline Loans to be repaid with proceeds of Revolving Loans made on the date of determination) Borrower shall exceed the aggregate Commitments at such time (after giving effect to any concurrent termination or reduction thereof), (i) the Borrower will immediately prepay reduce the outstanding principal amount of the Swingline LoansTerm Loan from time to time by (i) with respect to any sale or sales of assets of the Borrower or the Guarantor that are permitted hereunder and that individually or in the aggregate over any period of time generate net proceeds that exceed $1,000,000, seventy-five percent (75%) of the excess of the aggregate amount of such net proceeds over $1,000,000, (ii) to in the extent of any excess remaining after prepayment in full of outstanding Swingline Loans, the Borrower will immediately prepay event that the outstanding principal face amount of the Revolving Loans in Eligible Receivables of the amount Guarantor as of the last day of any month is less than the Minimum Receivables Amount for such excessdate, fifty percent (50%) of the difference between such Minimum Receivables Amount and such outstanding face amount, and (iii) with respect to any sale or sales of capital stock of the Guarantor, (A) to the extent that the percentage of any excess remaining after prepayment in full the issued and outstanding capital stock of the Guarantor on a fully diluted basis held by Persons other than the Borrower does not exceed twenty-five percent (25%), fifty percent (50%) of the net proceeds of such sale relating to such shares of capital stock, and (B) to the extent that such percentage of outstanding Swingline Loans shares exceeds twenty-five percent (25%), one hundred percent (100%) of the net proceeds of such sale relating to such shares of capital stock. Amounts payable to the Lender under subsections 3.2(b)(i) and outstanding Revolving Loans, 3.2(b)(iii) hereof shall be due and owing within five (5) Business Days of the Borrower will pay into Borrower's or the Cash Collateral Account as cover for Letter Guarantor's receipt of Credit Exposure, as more particularly such net sale proceeds. Amounts payable to the Lender under subsection 3.2(b)(ii) hereof with respect to any month shall be due and owing currently with delivery of the monthly report described in Section 3.8, in the amount of 6.1(a) hereof with respect to such excessmonth. (c) Each payment or prepayment pursuant to the provisions of this Section shall be applied ratably among the Lenders holding the Loans being prepaid, in proportion to the principal amount held by each. (d) Each payment or prepayment of a LIBOR Loan made pursuant to the provisions of this Section on a day other than the last day of the Interest Period applicable thereto shall be made together with all amounts required under Section 2.18 to be paid as a consequence thereof.

Mandatory Payments and Prepayments. (a) Except to the extent due or paid sooner pursuant to the provisions of this Agreement, the Borrower will repay the aggregate outstanding principal of the Facility 1 Term Loans in the aggregate amount of $23,888.89 on the last day of each month from and after August 2016. (b) Except to the extent due or paid sooner pursuant to the provisions of this Agreement, commencing on the last day of the month in which the Facility 2 Conversion Date occurs and continuing on the last day of each month thereafter until the Term Loan Maturity Date, the Borrower will repay the aggregate outstanding principal of the Facility 2 Term Loans in an aggregate amount equal to the Facility 2 Term Loan Monthly Payment Amount. (c) Except to the extent due or paid sooner pursuant to the provisions of this Agreement, (i) the aggregate outstanding principal of the Revolving Facility 1 Term Loans and the Facility 2 Term Loans shall be due and payable in full on the Term Loan Maturity Date and (ii) the aggregate outstanding principal of the Swingline Loans shall be due and payable in full on the Swingline Maturity Date. (bd) In the event that, at any time, the sum of (x) the aggregate principal amount of Aggregate Revolving Loans outstanding at such time, (y) the aggregate Letter of Credit Exposure of all Lenders at such time and (z) the aggregate principal amount of Swingline Loans outstanding at such time (excluding the aggregate amount of any Swingline Loans to be repaid with proceeds of Revolving Loans made on the date of determination) shall exceed the aggregate Commitments Revolving Credit Limit at such time (after giving effect to any concurrent termination or reduction thereofof the Revolving Commitments), (i) the Borrower will immediately prepay the outstanding principal amount of the Swingline LoansLoans and, (ii) to the extent of any excess remaining after prepayment in full of outstanding Swingline Loans, the Borrower will immediately prepay the outstanding principal amount of the Revolving Loans in the amount of such excess. (e) Promptly upon (and in any event not later than one Business Day after) receipt thereof by any Restricted Party, the Borrower will prepay the outstanding principal amount of the Loans in an amount equal to 100% of the Net Cash Proceeds from any Debt Issuance, and will deliver to the Administrative Agent, concurrently with such prepayment, a certificate signed by a Financial Officer of the Borrower in form and substance satisfactory to the Administrative Agent and setting forth the calculation of such Net Cash Proceeds. (iiif) Not later than two Business Days after receipt by any Credit Party of any proceeds of insurance, condemnation award or other compensation in respect of any Material Casualty Event occurring on or after the Facility 2 Conversion Date, the Borrower will deliver to the Administrative Agent an amount equal to 100% of the Net Cash Proceeds from such Material Casualty Event and a certificate signed by a Financial Officer of the Borrower in form and substance satisfactory to the Administrative Agent and setting forth the calculation of such Net Cash Proceeds (such delivery date, for purposes of this Section 2.6(f), the “Proceeds Delivery Date”). If, on or after any Proceeds Delivery Date and before the day that is 90 days thereafter, (x) the Required Lenders approve an Approval Request that designates one or more Projects as Borrowing Base Projects or (y) the Borrower repairs or replaces (to the satisfaction of the Administrative Agent) the property subject to such Material Casualty Event, then the Administrative Agent will distribute to the Borrower an amount equal to, as applicable, the aggregate Project Values for such newly designated Borrowing Base Projects from the Net Cash Proceeds delivered on such Proceeds Delivery Date and the cost of such repairs or replacement (but not, in any event, any amount in excess of such Net Cash Proceeds). On the day that is 90 days after each Proceeds Delivery Date (or, if earlier, upon the Borrower’s determination not to submit any Approval Requests with respect to any new Projects or repair or replace the property subject to the applicable Material Casualty Event), such Net Cash Proceeds will be applied to prepay the outstanding principal amount of the Loans in an amount equal to 100% of the Net Cash Proceeds from such Material Casualty Event (less any amounts theretofore distributed to the Borrower in accordance with the immediately preceding sentence); provided, however, that any and all such proceeds received or held by the Administrative Agent or the Borrower or any of its Subsidiaries during the continuance of an Event of Default (regardless of any proposed or actual use thereof for repair, replacement or reinvestment) shall be applied to prepay the outstanding principal amount of the Loans. (g) Not later than two Business Days after receipt by any Credit Party of any proceeds of any Asset Disposition of any Project owned by any Restricted Party occurring on or after the Facility 2 Conversion Date, the Borrower will deliver to the Administrative Agent an amount equal to 100% of the Net Cash Proceeds from such Asset Disposition and a certificate signed by a Financial Officer of the Borrower in form and substance satisfactory to the Administrative Agent and setting forth the calculation of such Net Cash Proceeds (such delivery date, for purposes of this Section 2.6(g), the “Proceeds Delivery Date”). If, on or after any Proceeds Delivery Date and before the day that is 90 days thereafter, the Required Lenders approve an Approval Request that designates one or more Projects as Borrowing Base Projects, then the Administrative Agent will distribute to the Borrower an amount equal to the aggregate Project Values for such newly designated Borrowing Base Projects from the Net Cash Proceeds delivered on such Proceeds Delivery Date (but not any amount in excess of such Net Cash Proceeds). On the day that is 90 days after each Proceeds Delivery Date (or, if earlier, upon the Borrower’s determination not to submit any Approval Requests with respect to any new Projects), such Net Cash Proceeds will be applied to prepay the outstanding principal amount of the Loans in an amount equal to 100% of the Net Cash Proceeds from such Asset Disposition (less any amounts theretofore distributed to the Borrower in accordance with the immediately preceding sentence); provided, however, that any and all such proceeds received or held by the Administrative Agent or the Borrower or any of its Subsidiaries during the continuance of an Event of Default (regardless of any proposed or actual use thereof for repair, replacement or reinvestment) shall be applied to prepay the outstanding principal amount of the Loans. (h) Each prepayment of the Loans made pursuant to Sections 2.6(e) through 2.6(g) shall be applied (i) first, to reduce the outstanding principal amount of the Term Loans on a pro rata basis, with such reduction to be applied to the remaining scheduled principal payments in each instance in the inverse order of maturity, (ii) second, to the extent of any excess remaining after prepayment application as provided in full clause (i) above, to reduce the outstanding principal amount of outstanding the Swingline Loans (but without any corresponding permanent reduction of the Swingline Commitment or the Revolving Commitments), and (iii) third, to the extent of any excess remaining after application as provided in clauses (i) and (ii) above, to reduce the outstanding principal amount of the Revolving Loans (but without any corresponding permanent reduction of the Revolving Commitments). Within each Class of Loans, the Borrower will pay into the Cash Collateral Account as cover for Letter of Credit Exposuresuch prepayments shall be applied first to prepay all Base Rate Loans, as more particularly described in Section 3.8, in the amount of such excess. (c) and then to prepay LIBOR Loans. Each payment or prepayment pursuant to the provisions of this Section 2.6 shall be applied ratably among the Lenders holding the Loans being prepaid, in proportion to the principal amount held by each. (d) ; provided that if any Lender is a Defaulting Lender at the time of any such prepayment, any mandatory prepayment of the Loans shall, if the Administrative Agent so directs at the time of making such mandatory prepayment, be applied to the Loans of other Lenders as if such Defaulting Lender had no Loans outstanding and the outstanding Loans of such Defaulting Lender were zero. Each payment or prepayment of a LIBOR Loan made pursuant to the provisions of this Section on a day other than the last day of the Interest Period applicable thereto shall be made together with all amounts required under Section 2.18 2.16 to be paid as a consequence thereof. (i) In the event the Administrative Agent receives a notice of prepayment with respect to Sections 2.6(e) through 2.6(g), the Administrative Agent will give prompt notice thereof to the Lenders; provided that if such notice has also been furnished to the Lenders, the Administrative Agent shall have no obligation to notify the Lenders with respect thereto.

Mandatory Payments and Prepayments. (a) Except to the extent due or paid sooner pursuant to the provisions of this Agreement, the Borrower will repay the aggregate outstanding principal of any Term Loans made hereunder on a quarterly basis (on March 31, June 30, September 30 and December 31, 1999), based on the following annual percentages for each of the following years (which percentages shall be applied to the initial aggregate Term Loan Commitments): Year Payment Amount ---- -------------- 1999 10.0% 2000 10.0% 2001 15.0% 2002 15.0% 2003 20.0% 2004 20.0% 2005 10.0% (b) Except to the extent due or paid sooner pursuant to the provisions of this Agreement, (i) the aggregate outstanding principal of any Term Loans made hereunder shall be due and payable in full on the Term Loan Maturity Date and (ii) the aggregate outstanding principal of the Revolving Loans shall be due and payable in full on the Maturity Date and (ii) the aggregate outstanding principal of the Swingline Loans shall be due and payable in full on the Swingline Revolving Credit Maturity Date. (bc) In the event that, at any time, the sum of (x) the aggregate principal amount of Tranche A Revolving Loans outstanding at such time, time and (y) the aggregate Tranche A Letter of Credit Exposure of all Lenders at such time and (z) the aggregate principal amount of Swingline Loans outstanding at such time (excluding the aggregate amount of any Swingline Loans to be repaid with proceeds of Revolving Loans made on the date of determination) shall exceed the aggregate Tranche A Revolving Credit Commitments at such time (after giving effect to any concurrent termination or reduction thereof), (i) the Borrower will immediately prepay the outstanding principal amount of the Swingline Loans, (ii) to the extent of any excess remaining after prepayment in full of outstanding Swingline Loans, the Borrower will immediately prepay the outstanding principal amount of the Tranche A Revolving Loans in the amount of such excess; provided that, and (iii) to the extent such excess amount is greater than the aggregate principal amount of any excess remaining after prepayment in full Tranche A Revolving Loans outstanding immediately prior to the application of outstanding Swingline Loans and outstanding Revolving Loanssuch prepayment, the Borrower will pay into amount so prepaid shall be retained by the Administrative Agent and held in the Cash Collateral Account as cover for Tranche A Letter of Credit Exposure, as more particularly described in Section 3.8, and thereupon such cash shall be deemed to reduce the aggregate Tranche A Letter of Credit Exposure by an equivalent amount. (d) In the event that, at any time, the aggregate principal amount of Tranche B Revolving Loans outstanding at such time shall exceed the aggregate Tranche B Revolving Credit Commitments at such time (after giving effect to any concurrent termination or reduction thereof), the Borrower will immediately prepay the outstanding principal amount of the Tranche B Revolving Loans in the amount of such excess. (ce) Promptly upon (and in any event not later than five (5) Business Days after) its receipt thereof, the Borrower will prepay the outstanding principal amount of the Loans in an amount equal to 50% of the Net Cash Proceeds from any Equity Issuance or 100% of the Net Cash Proceeds from any Debt Issuance, and will deliver to the Administrative Agent, concurrently with such prepayment, a certificate signed by a Financial Officer of the Borrower in form and substance satisfactory to the Administrative Agent and setting forth the calculation of such Net Cash Proceeds. (f) Not later than sixty (60) days after its receipt of any proceeds of insurance, condemnation award (other than awards respecting any billboards or similar outdoor advertising structures, which awards in the aggregate do not exceed, in any fiscal year, an amount equal to $5,000,000, or over the term hereof, an aggregate amount equal to $12,500,000) or other compensation in respect of any Casualty Event (and in any event upon its determination not to repair or replace any property subject to such Casualty Event), the Borrower will prepay the outstanding principal amount of the Loans in an amount equal to 100% of the Net Cash Proceeds from such Casualty Event (less any amounts theretofore applied or to be applied within one year after the occurrence of such Casualty Event to the repair or replacement of property subject to such Casualty Event) and will deliver to the Administrative Agent, concurrently with such prepayment, a certificate signed by a Financial Officer of the Borrower in form and substance satisfactory to the Administrative Agent and setting forth the calculation of such Net Cash Proceeds; provided, however, that, notwithstanding the foregoing, (i) nothing in this subsection shall be deemed to limit or otherwise affect any right of the Administrative Agent herein or in any of the other Credit Documents to receive and hold such proceeds as loss payee and to disburse the same to the Borrower upon the terms hereof or thereof, or any obligation of the Borrower and each of its Subsidiaries herein or in any of the other Credit Documents to remit any such proceeds to the Administrative Agent upon its receipt thereof, and (ii) any and all such proceeds received or held by the Administrative Agent or the Borrower or any of its Subsidiaries during the continuance of an Event of Default (regardless of any proposed or actual use thereof for repair or replacement) shall be applied to prepay the outstanding principal amount of the Loans. (g) Promptly upon (and in any event not later than five (5) Business Days after) its receipt thereof, the Borrower will prepay the outstanding principal amount of the Loans in an amount equal to 100% of the Net Cash Proceeds from any Asset Disposition and will deliver to the Administrative Agent, concurrently with such prepayment, a certificate signed by a Financial Officer of the Borrower in form and substance satisfactory to the Administrative Agent and setting forth the calculation of such Net Cash Proceeds. Notwithstanding the foregoing, nothing in this subsection shall be deemed to permit any Asset Disposition not expressly permitted under Section 8.4. (h) Concurrently with the delivery of its annual financial statements after the end of each fiscal year, beginning with the fiscal year ending December 31, 1999, and in any event not later than ninety (90) days after the last day of each such fiscal year, the Borrower will prepay the outstanding principal amount of the Loans in an amount equal to the percentage of Excess Cash Flow, if any, set forth below as determined with respect to the Leverage Ratio as of the end of such fiscal year, and will deliver to the Administrative Agent, concurrently with such prepayment, a certificate signed by a Financial Officer of the Borrower in form and substance satisfactory to the Administrative Agent and setting forth the calculation of such Excess Cash Flow: Leverage Ratio Corresponding Percentage >4.0 to 1.0 50.0% <4.0 to 1.0 0.0% (i) Each prepayment of the Loans made pursuant to subsections (e) through (h) above shall be applied (i) first, to reduce the outstanding principal amount of any Term Loans made hereunder, with such reduction to be applied to the scheduled principal payments on the Term Loans (as set forth in subsection (a) above) pro rata over the remainder of the term thereof, (ii) second, to the extent of any excess remaining after application as provided in clause (i) above, to reduce the outstanding principal amount of the Revolving Loans on a pro rata basis, with a corresponding reduction to the Revolving Credit Commitments as provided in Section 2.5(c), and (iii) third, to the extent of any excess remaining after application as provided in clauses (i) and (ii) above, to pay any outstanding Reimbursement Obligations, and thereafter to cash collateralize Letter of Credit Exposure pursuant to Section 3.8, and within each Class of Loans shall be applied first to prepay all Base Rate Loans before any LIBOR Loans are prepaid. Each payment or prepayment pursuant to the provisions of this Section shall be applied ratably among the Lenders holding the Loans being prepaid, in proportion to the principal amount held by each. (dj) Each payment or prepayment of a LIBOR Loan made pursuant to the provisions of this Section on a day other than the last day of the Interest Period applicable thereto shall be made together with all amounts required under Section 2.18 to be paid as a consequence thereof.

Mandatory Payments and Prepayments. (a) Except to the extent due or paid sooner pursuant to the provisions of this Agreement, (i) the aggregate outstanding principal of the Revolving Loans shall be due and payable in full on the Maturity Date and (ii) the aggregate outstanding principal of the Swingline Loans shall be due and payable in full on the Swingline Maturity Date. (b) In the event that, If at any time, the sum of (x) the aggregate principal amount of Revolving Loans outstanding at such time, (y) the aggregate Letter of Credit Exposure of all Lenders at such time and (z) the aggregate principal amount of Swingline Loans outstanding at such time (excluding the aggregate amount of any Swingline Loans to be repaid with proceeds of Revolving Loans made on the date of determination) shall exceed the aggregate Commitments at such time (after giving effect to any concurrent termination or reduction thereof), (i) the Borrower will immediately prepay the outstanding principal amount of the Swingline LoansLoans exceeds (i) the Total Commitment, less (ii) the aggregate of all amounts then reserved against availability pursuant to the extent definition of any excess remaining after prepayment "Asset Disposition" or Section 6.1, by reason of a scheduled reduction in full of outstanding Swingline Loansthe Total Commitment or otherwise, the Borrower will immediately prepay shall pay to the outstanding principal amount Agent on such date, for the account of the Revolving Loans in the amount of such excess, Lenders and (iii) for application to the extent repayment of any excess remaining after prepayment in full of outstanding Swingline Loans and outstanding Revolving the Loans, the Borrower will pay into the Cash Collateral Account as cover for Letter of Credit Exposure, as more particularly described in Section 3.8, in the amount of such excess. (cb) Each payment or prepayment Concurrently with each Mandatory Reduction of the Total Commitment pursuant to Section 2.3.2, the provisions Borrower shall prepay the principal of this Section shall be applied ratably among the Lenders holding the Loans being prepaid, in proportion an amount equal to the lesser of (a) the amount of such Excess Disposition Proceeds, or (b) the outstanding principal amount held by eachof the Loans, irrespective of whether the outstanding principal balance of the Loans would exceed the Total Commitment, as reduced pursuant to Section 2.3.2 as a result of such Mandatory Reduction. (di) Each If, at the time of any payment or prepayment of a LIBOR Loan made pursuant principal, there are outstanding any Swing Line Borrowings, such payment or prepayment of principal shall be applied first to the provisions payment or prepayment, as applicable, of this outstanding Swing Line Borrowings, and then in accordance with the following subparagraph (ii). (ii) Subject to the preceding subparagraph (i): unless otherwise specified by the Borrower in writing at the time of any payment or prepayment of principal, each payment or prepayment of principal shall be applied first to the payment or prepayment, as applicable, of outstanding Base Rate Loans, and second to the payment or prepayment, as applicable of outstanding IBOR Rate Loans, in the order in which their respective Applicable Interest Periods terminate (and, in the case of IBOR Loans having Applicable Interest Periods ending on the same date, pro rata in accordance with their outstanding principal amounts or, if no Event of Default has occurred and is continuing and the Borrower so directs at the time of such payment, in such manner as the Borrower may direct to minimize the Borrower's liability under Section on a day other than the last day 2.8). Any such payment or prepayment of the Interest Period applicable thereto principal of the Loans shall be made together with all accompanied by the payment of such fees, expenses or other amounts required as may then be due and payable under Section 2.18 to be the Loan Documents and of accrued but unpaid interest on the principal so paid as a consequence thereofor prepaid.

Mandatory Payments and Prepayments. (a) Except to The principal amount of the extent due Advances under the Revolving Facility, and all other Obligations under or paid sooner pursuant to the provisions of this Agreement, (i) the aggregate outstanding principal in respect of the Revolving Loans Facility shall be due and payable in full full, if not earlier in accordance with this Agreement, on the Maturity Date and (ii) the aggregate outstanding principal of the Swingline Loans shall be due and payable in full on the Swingline Maturity Date. (b) In If it becomes unlawful in any applicable jurisdiction for a Lender to perform any of its obligations as contemplated by this Agreement or to fund, issue or maintain its participation in any Advance or other Obligation: (i) that Lender shall promptly notify the event Agent upon becoming aware of that event; (ii) upon the Agent notifying the Borrower, the Commitment of that Lender will be cancelled on the earlier of immediately or on the date (if applicable) required by law; and (iii) the Borrower shall repay that Lender’s participation in any Advances or Obligations to that Borrower promptly after the Agent has notified the Borrower or, if earlier, the date specified by the Lender in the notice delivered to the Agent (being no earlier than the last day of any applicable grace period permitted by law). (c) If a Change of Control occurs that has not been consented to in writing by the Agent prior to consummation thereof, or any Credit Party or any Subsidiary of any Credit Party (other than to the extent any Credit Party is obliged to apply such proceeds in accordance with the terms of the Term Loan Agreement), whether in a single transaction or a series of transactions: (i) sells or transfers any Property (other than any Qualified Asset Sale); (ii) sells or issues any Capital Stock (excluding sales or issuances of Permitted Securities to the extent no Default or Event of Default has occurred and is continuing or would be caused thereby or result therefrom, but specifically including any sale or issuance of Capital Stock pursuant to a Public Offering); (iii) receives any property damage insurance award or any other insurance proceeds of any kind, including, without limitation, proceeds from any life insurance (including the Life Insurance Policy) or business interruption insurance in excess of an amount equal to $100,000; or (iv) incurs any Indebtedness other than Permitted Indebtedness, then Borrower shall prepay the Loans and the other Obligations in an amount equal to one hundred percent (100%) of the Net Proceeds received by the Credit Parties and their Subsidiaries in connection therewith (or such lesser amount as is required to irrevocably pay in cash in full the Obligations), which prepayment shall be applied thereto in accordance with this Section 2.5(c); provided, that, the foregoing notwithstanding, if Borrower reasonably expects the Net Proceeds of any such sale or transfer in respect of the foregoing clause (i) or any such property damage insurance award under the foregoing clause (iii), or a portion thereof, to be reinvested in productive assets of a kind then used or usable in the Business, and, within one hundred eighty (180) days after such occurrence, enters into a binding commitment to make such reinvestment (which reinvestment shall be made within two hundred seventy (270) days after such occurrence), then Borrower shall deliver an amount equal to such Net Proceeds, or applicable portion thereof, to Agent to be, at any timeAgent’s election, the sum of (x) applied to the aggregate Revolving Loans (without resulting in a permanent reduction in the Revolving Loan Commitment) or (y) held by Agent in a cash collateral account pending such reinvestment. (d) All prepayments pursuant to this Section 2.5(b) and 2.5(c) shall be applied in the following order of priority: first, to all then unpaid fees and expenses of Agent under the Loan Documents, second, to all then unpaid fees and expenses of Lenders under the Loan Documents, third, to any and all Obligations that are due and owing pursuant to the terms of the Loan Documents, except the principal balance of the Loan and accrued and unpaid interest thereon; fourth, to all accrued and unpaid interest on the Revolving Loan; fifth, to the principal amount of Revolving Loans (with a corresponding permanent reduction in the Facility Cap). (e) Any balance of Advances under the Revolving Facility outstanding at such time, any time in excess of the lesser of (ya) the aggregate Facility Cap in effect at such time less the Letter of Credit Exposure of all Lenders at such time Usage then in effect and (zb) the aggregate principal amount of Swingline Loans outstanding Aggregate Borrowing Availability in effect at such time (excluding determined by reference to the aggregate amount Borrowing Base Certificate then most recently delivered to Agent in accordance with the terms hereof), shall be immediately due and payable by Borrower without the necessity of any Swingline Loans to be repaid with proceeds notice or demand unless remedied within three (3) Business Days of Revolving Loans made on the date of determination) shall exceed the aggregate Commitments at such time (after giving effect to any concurrent termination or reduction thereof), (i) determination by the Borrower will immediately prepay or notification by the outstanding principal amount of the Swingline Loans, (ii) Agent to the extent of any excess remaining after prepayment in full of outstanding Swingline Loans, the Borrower will immediately prepay the outstanding principal amount of the Revolving Loans in the amount of such excess, and (iii) to the extent of any excess remaining after prepayment in full of outstanding Swingline Loans and outstanding Revolving Loans, the Borrower will pay into the Cash Collateral Account as cover for Letter of Credit Exposure, as more particularly described in Section 3.8, in the amount of such excessBorrower. (c) Each payment or prepayment pursuant to the provisions of this Section shall be applied ratably among the Lenders holding the Loans being prepaid, in proportion to the principal amount held by each. (d) Each payment or prepayment of a LIBOR Loan made pursuant to the provisions of this Section on a day other than the last day of the Interest Period applicable thereto shall be made together with all amounts required under Section 2.18 to be paid as a consequence thereof.

Mandatory Payments and Prepayments. OF THE NEW SENIOR SUBORDINATED NOTES. (a) Except On January 31, 1998, the principal amount of the New Senior Subordinated Notes then outstanding, together with all accrued and unpaid interest thereon to and including such date, shall become immediately due and payable by the Company and shall be paid by the Company to the extent due Investors. (b) If the Company or paid sooner any Subsidiary shall issue any Debt (as defined in the Bank Debt Agreement), other than Debt permitted by Section 9.01 of the Bank Debt Agreement, or any public or private offering pursuant to which the provisions Company or any of this its Subsidiaries sells its equity securities (the issuance of such Debt or such public or private offering is hereinafter referred to as a "REFINANCING"), 100% of the Net Cash Proceeds (as defined in the Bank Debt Agreement) thereof shall on the first Business Day after receipt be applied: (i) unless a Default specified in Section 10.01(a) of the Bank Debt Agreement has occurred and is continuing and unless such Default would not be cured by the Refinancing, to the outstanding principal and accrued interest owing on the Revolving Credit Loan (as defined in the Bank Debt Agreement), Advancing Term Loan (as defined in the Bank Debt Agreement) and the New Senior Subordinated Notes on a pro rata basis in proportion to the unpaid principal amounts of the New Senior Subordinated Notes on the one hand and the Revolving Credit Loans and Advancing Term Loan on the other hand, and after such loans have been paid in full to the principal and accrued interest owing on the Term Loan (as defined in the Bank Debt Agreement); and (ii) if a Default specified in Section 10.01(a) of the Bank Debt Agreement exists and is continuing and such Default would not be cured by the Refinancing, first to Indebtedness owing to the lender under the Bank Debt Agreement, second to Indebtedness owing under the New Senior Subordinated Notes and after such Indebtedness has been paid in full to such other Debt or uses as Borrower may direct. No later than 30 days prior to any such public or private securities offering or financing, the Company shall provide written notice to the holders of the New Senior Subordinated Notes setting forth estimates of the proceeds the Company will receive therefrom. 4C-1. PREPAYMENTS OF THE NEW SENIOR SUBORDINATED NOTES UPON A CHANGE OF CONTROL. Upon a Change of Control the principal amount of the New Senior Subordinated Notes outstanding, together with all accrued and unpaid interest thereon to the Repayment Date shall become due and payable on the Repayment Date and shall be paid by the Company to the holders of the New Senior Subordinated Notes. Upon the occurrence of a Change of Control, or the Company acquiring knowledge of a pending Change of Control, the notice furnished to each holder of New Senior Subordinated Notes under paragraph 6N shall (i) refer specifically to paragraph 4C-1, (ii) state that the Company will prepay the principal amount of all of the New Senior Subordinated Notes outstanding held by each holder of New Senior Subordinated Notes, together with all accrued and unpaid interest to the date of prepayment and (iii) indicate that the Company will prepay the New Senior Subordinated Notes as provided in clause (ii) above simultaneously with such Change of Control (the "REPAYMENT DATE"). If a proposed Change of Control shall not occur, (i) the aggregate outstanding principal Company shall have no obligation under this paragraph 4C-1 to prepay any New Senior Subordinated Notes notwithstanding the fact that the notice required pursuant to Section 6N had previously been delivered in connection with such proposed Change of the Revolving Loans shall be due and payable in full on the Maturity Date and Control, (ii) the aggregate outstanding principal obligations of the Swingline Loans Company under this paragraph 4C-1 shall not be affected with respect to any subsequent Change of Control, and (iii) if any holder of Series C Preferred shall have converted all or any shares of Series C Preferred after receiving the notice referred to in this paragraph 4C-1, the Company shall be due and payable required, at the election of such holder, to issue new shares of Senior C Preferred in full on exchange for the Swingline Maturity DateCommon Stock issued upon conversion of such shares of Series C Preferred. (b) In the event that4D-1. OPTIONAL PREPAYMENTS OF THE NEW SENIOR SUBORDINATED NOTES. The New Senior Subordinated Notes shall be subject to prepayment, in whole or in part, at the option of the Company at any time, the sum of time and from time to time at a price equal to (x) the aggregate principal amount of Revolving Loans outstanding at such time, (y) the aggregate Letter of Credit Exposure of all Lenders at such time and (z) the aggregate principal amount of Swingline Loans outstanding at such time (excluding the aggregate amount of any Swingline Loans to be repaid with proceeds of Revolving Loans made on the date of determination) shall exceed the aggregate Commitments at such time (after giving effect to any concurrent termination or reduction thereof), (i) the Borrower will immediately prepay the outstanding principal amount of the Swingline Loans, (ii) to the extent of any excess remaining after prepayment in full of outstanding Swingline Loans, the Borrower will immediately prepay the outstanding principal amount of the Revolving Loans in the amount of such excess, and (iii) to the extent of any excess remaining after prepayment in full of outstanding Swingline Loans and outstanding Revolving Loans, the Borrower will pay into the Cash Collateral Account as cover for Letter of Credit Exposure, as more particularly described in Section 3.8, in the amount of such excess. (c) Each payment or prepayment pursuant to the provisions of this Section shall be applied ratably among the Lenders holding the Loans being prepaid, in proportion to the principal amount held by each. (d) Each payment or prepayment of a LIBOR Loan made pursuant to the provisions of this Section on a day other than the last day of the Interest Period applicable thereto shall be made together with all amounts required under Section 2.18 New Senior Subordinated Notes to be paid as a consequence thereofprepaid PLUS (y) all accrued and unpaid interest thereon up to and including the date of prepayment.