Common use of Mandatory Payments Clause in Contracts

Mandatory Payments. (a) If at any time the Asset Coverage Ratio for any Borrower shall be less than its Permitted Asset Coverage Ratio, such Borrower shall, within three (3) Business Days, prepay such principal amount of one or more Loans made to such Borrower, as may be necessary so that after such prepayment the Asset Coverage Ratio for such Borrower shall equal or exceed its Permitted Asset Coverage Ratio. (b) On any date on which the Loans outstanding exceed the aggregate Commitment Amounts, the Borrowers that have Loans outstanding at such date shall immediately severally prepay such principal amount of the one or more Loans made to such Borrowers (together with accrued interest thereon) based upon each such Borrower’s pro rata share of such amount in excess of the aggregate Commitment Amounts as may be necessary to eliminate such excess. (c) On any date on which the Loans outstanding of any Borrower exceed the Maximum Amount for such Borrower, such Borrower shall immediately prepay such principal amount of one or more Loans as may be necessary to eliminate such excess. (d) Each Swing Line Advance shall mature, and the principal amount thereof shall be due and payable, as provided in Section 2.1(b). (e) Each Loan (other than a Swing Line Advance) shall mature, and the principal amount thereof shall be due and payable, on the earlier of (i) the date that is (x) with respect to Tranche A Loans, thirty (30) days and (y) with respect to Tranche B Loans, ninety (90) days after the date of the making of such Loan or any Swing Line Advance refinanced with such Loan and (ii) the Termination Date. No proceeds of any Loan shall be used to refinance any Loan (other than a Swing Line Advance). (f) On the Termination Date, each Bank’s Commitment Amount permanently shall reduce to $0 and each Bank’s Commitment shall terminate. Each Borrower severally promises to pay on the Termination Date, and there shall become absolutely due and payable on the Termination Date, all of the Loans outstanding to it on such date, together with all accrued and unpaid interest thereon and all other amounts outstanding hereunder owing by it on such date. (g) On any date on which a Bank’s Commitment is terminated pursuant to Section 8.12, the Borrowers that have Loans outstanding at such date shall immediately severally prepay a portion of the outstanding principal amount of the one or more Loans made to such Borrowers (together with accrued interest thereon) equal to such Bank’s Commitment Percentage immediately prior to such termination, based upon each such Borrower’s pro rata share of such amount.

Mandatory Payments. (a) If at any time the Asset Coverage Ratio for any Borrower shall be less than its Permitted Asset Coverage Ratio, such Borrower shall, within three (3) Business Days, prepay such principal amount of one or more Loans made to such Borrower, as may be necessary so that after such prepayment the Asset Coverage Ratio for such Borrower shall equal or not exceed its Permitted Asset Coverage Ratio. (b) On any date on which the Loans outstanding exceed the aggregate Commitment Amounts, the Borrowers that have Loans outstanding at such date shall immediately severally prepay such principal amount of the one or more Loans made to such Borrowers (together with accrued interest thereon) based upon each such Borrower’s pro rata share of such amount in excess of the aggregate Commitment Amounts as may be necessary to eliminate such excess. (c) On any date on which the Loans outstanding of any Borrower exceed the Maximum Amount for such Borrower, such Borrower shall immediately prepay such principal amount of one or more Loans as may be necessary to eliminate such excess. (d) Each Swing Line Advance shall mature, and the principal amount thereof shall be due and payable, as provided in Section 2.1(b). (e) Each Loan (other than a Swing Line Advance) shall mature, and the principal amount thereof shall be due and payable, on the earlier of (i) the date that is (x) with respect to Tranche A Loans, thirty (30) days and (y) with respect to Tranche B Loans, ninety (90) days after the date of the making of such Loan or any Swing Line Advance refinanced with such Loan and (ii) the Termination Date. No proceeds of any Loan shall be used to refinance any Loan (other than a Swing Line Advance). (f) On the Termination Date, each Bank’s Commitment Amount permanently shall reduce to $0 and each Bank’s Commitment shall terminate. Each Borrower severally promises to pay on the Termination Date, and there shall become absolutely due and payable on the Termination Date, all of the Loans outstanding to it on such date, together with all accrued and unpaid interest thereon and all other amounts outstanding hereunder owing by it on such date. (g) On any date on which a Bank’s Commitment is terminated pursuant to Section 8.12, the Borrowers that have Loans outstanding at such date shall immediately severally prepay a portion of the outstanding principal amount of the one or more Loans made to such Borrowers (together with accrued interest thereon) equal to such Bank’s Commitment Percentage immediately prior to such termination, based upon each such Borrower’s pro rata share of such amount.

Mandatory Payments. (a) If at any time the Asset Coverage Ratio for any Borrower shall be less than its Permitted Asset Coverage Ratio3 to 1, such Borrower shall, within three (3) Business Days, prepay such principal amount of one or more Loans made to such Borrower, as may be necessary so that after such prepayment the Asset Coverage Ratio for such Borrower shall equal or not exceed its Permitted Asset Coverage Ratio3 to 1. (b) On any date on which the Loans outstanding exceed the aggregate Commitment Amounts, the Borrowers that Borrowers, which have Loans outstanding at such date date, shall immediately severally prepay such principal amount of the one or more Loans made to such Borrowers (together with accrued interest thereon) based upon each such Borrower’s 's pro rata share of such amount in excess of the aggregate Commitment Amounts Amounts, as may be necessary to eliminate such excess. (c) On any date on which the Loans outstanding of any Borrower exceed the Maximum Amount for such Borrower, such Borrower shall immediately prepay such principal amount of one or more Loans Loans, as may be necessary to eliminate such excess. (d) Each Swing Line Advance shall mature, and the principal amount thereof shall be due and payable, as provided in Section 2.1(b). (e) Each Loan (other than a Swing Line Advance) shall mature, and the principal amount thereof shall be due and payable, on the earlier of (i) the date that is (x) with respect to Tranche A Loans, thirty (30) days and (y) with respect to Tranche B Loans, ninety (90) 60 days after the date of the making of such Loan or any Swing Line Advance refinanced with such Loan and (ii) the Termination Date. No proceeds of any Loan shall be used to refinance any Loan (other than a Swing Line Advance). (f) On the Termination Date, each Bank’s 's Commitment Amount permanently shall reduce to $0 and each Bank’s 's Commitment shall terminate. Each Borrower severally promises to pay on the Termination Date, and there shall become absolutely due and payable on the Termination Date, all of the Loans outstanding to it on such date, together with all accrued and unpaid interest thereon and all other amounts outstanding hereunder owing by it on such date. (g) On any date on which a Bank’s Commitment is terminated pursuant to Section 8.12, the Borrowers that have Loans outstanding at such date shall immediately severally prepay a portion of the outstanding principal amount of the one or more Loans made to such Borrowers (together with accrued interest thereon) equal to such Bank’s Commitment Percentage immediately prior to such termination, based upon each such Borrower’s pro rata share of such amount.

Mandatory Payments. (a) If at any time (i) the Asset Coverage Ratio for any Borrower shall be less than its Permitted Asset Coverage Ratio, such Borrower shall, within three (3) Business Days, prepay such principal amount of one or more Loans made to such Borrower, as may be necessary so that after such prepayment the Asset Coverage Ratio for such Borrower shall equal or exceed its Permitted Asset Coverage Ratio. (b) On any date on which the Loans outstanding exceed the aggregate Commitment Amounts, the Borrowers that have Loans outstanding at such date shall immediately severally prepay such principal amount of the one or more Loans made to such Borrowers (together with accrued interest thereon) based upon each such Borrower’s pro rata share of such amount Aggregate Outstanding Credit Exposure is in excess of the Aggregate Commitment (in this Section, such excess is called a “Deficiency”), Borrower shall, except as otherwise provided below, within 90 days after Administrative Agent gives notice of such fact to Borrower, prepay the principal of the Loans in an aggregate Commitment Amounts as may be necessary amount at least equal to such Deficiency (or, if the Loans have been paid in full, deposit into the Facility LC Collateral Account the amount required to eliminate such excess. (c) On any date on which the Loans outstanding of any Borrower exceed the Maximum Amount for such BorrowerDeficiency), such Borrower shall immediately prepay such principal amount of one or more Loans as may be necessary to eliminate such excess. (d) Each Swing Line Advance shall mature, and the principal amount thereof shall be due and payable, as provided in Section 2.1(b). (e) Each Loan (other than a Swing Line Advance) shall mature, and the principal amount thereof shall be due and payable, on the earlier of (i) the date that is (x) with respect to Tranche A Loans, thirty (30) days and (y) with respect to Tranche B Loans, ninety (90) days after the date of the making of such Loan or any Swing Line Advance refinanced with such Loan and (ii) the Termination DateBorrower or any of its Subsidiaries become obligated to prepay all or any portion of the Senior Notes, any Permitted Bond Indebtedness or any Indebtedness evidenced by a 9.60% Senior Notes Refinancing, as a result of acceleration (or similar action) after a default or event of default thereunder or with respect thereto, the Borrower or its Subsidiaries shall, prior to any such prepayment, and except as otherwise provided and permitted by Section 7.14(c), prepay the Loans and reduce the Commitments in full. No proceeds Notwithstanding anything to the contrary contained herein, upon any redetermination of the Borrowing Base pursuant to Section 2.6.6 which results in a Deficiency (or increase in any existing Deficiency), the Borrower shall promptly, but in all events within two (2) Business Days after the Administrative Agent gives notice of such Deficiency (or increase in such Deficiency) to the Borrower, prepay the principal of the Loan in an aggregate amount at least equal to such Deficiency (or increase in any previously existing Deficiency) or, if the Loans have been paid in full, deposit into the Facility LC Collateral Account the amount required to eliminate the Deficiency (or increase in any previously existing Deficiency). Each payment of principal under this Section shall be used to refinance any Loan (other than a Swing Line Advance). (f) On the Termination Date, each Bank’s Commitment Amount permanently shall reduce to $0 and each Bank’s Commitment shall terminate. Each Borrower severally promises to pay on the Termination Date, and there shall become absolutely due and payable on the Termination Date, accompanied by all of the Loans outstanding to it on such date, together with all interest then accrued and unpaid on the principal so prepaid. Any principal or interest thereon and all other amounts outstanding hereunder owing by it on such date. (g) On any date on which a Bank’s Commitment is terminated prepaid pursuant to this Section 8.12shall be in addition to, and not in lieu of, all payments otherwise required to be paid under the Borrowers that have Loans outstanding Loan Documents at such date shall immediately severally prepay a portion of the outstanding principal amount of the one or more Loans made to such Borrowers (together with accrued interest thereon) equal to such Bank’s Commitment Percentage immediately prior to such termination, based upon each such Borrower’s pro rata share time of such amountprepayment.

Mandatory Payments. (a) If at any time the Asset Coverage Ratio for any Borrower shall be less than its Permitted Asset Coverage Ratio, such Borrower shall, within three (3) Business Days, prepay such principal amount of one or more Loans made to such Borrower, as may be necessary so that after such prepayment the Asset Coverage Ratio for such Borrower shall equal or exceed its Permitted Asset Coverage Ratio. (b) On any date on which which: (i) the Loans outstanding exceed the aggregate Commitment Amounts, the Borrowers that have Loans outstanding at such date shall immediately severally prepay such principal amount of the one or more Loans made to such Borrowers (together with accrued interest thereon) based upon each such Borrower’s pro rata share of such amount in excess of the aggregate Commitment Amounts Loans outstanding as may be necessary to eliminate reduce the amount of Loans outstanding to an amount less than or equal to the aggregate Commitment Amounts; (ii) the sum of the Tranche A Loans and Tranche A Swing Line Advances outstanding exceeds the Aggregate Tranche A Commitment Amount, the Borrowers that have Tranche A Loans or Tranche A Swing Line Advances outstanding at such excessdate shall immediately severally prepay such principal amount of one or more Tranche A Loans or Tranche A Swing Line Advances made to such Borrowers (together with accrued interest thereon) based upon each such Borrower’s pro rata share of Tranche A Loans and Tranche A Swing Line Advances outstanding to the Borrowers as may be necessary to reduce the amount of Tranche A Loans and Tranche A Swing Line Advances to an amount less than or equal to the Aggregate Tranche A Commitment Amount; and (iii) the sum of the Tranche B Loans and Tranche B Swing Line Advances outstanding exceeds of the Aggregate Tranche B Commitment Amount, the Borrowers that have Tranche B Loans or Tranche B Swing Line Advances outstanding at such date shall immediately severally prepay such principal amount of one or more Tranche B Loans or Tranche B Swing Line Advances made to such Borrowers (together with accrued interest thereon) based upon each such Borrower’s pro rata share of Tranche B Loans and Tranche B Swing Line Advances outstanding to the Borrowers as may be necessary to reduce the amount of Tranche B Loans and Tranche B Swing Line Advances to an amount less than or equal to the Aggregate Tranche B Commitment Amount. (c) On any date on which the Loans outstanding of any Borrower exceed the Maximum Amount for such Borrower, such Borrower shall immediately prepay such principal amount of one or more Loans as may be necessary to eliminate such excess. (d) Each Swing Line Advance shall mature, and the principal amount thereof shall be due and payable, as provided in Section 2.1(b). (e) Each Loan (other than a Swing Line Advance) shall mature, and the principal amount thereof shall be due and payable, on the earlier of (i) the date that is (x) with respect to Tranche A Loans, thirty (30) days and (y) with respect to Tranche B Loans, ninety (90) days after the date of the making of Maturity Date for such Loan or any Swing Line Advance refinanced with such Loan and (ii) the Termination DateLoan. No proceeds of any Loan shall be used to refinance any Loan (other than a Swing Line Advance). (f) On the Termination Date, each Bank’s Commitment Amount permanently shall reduce to $0 and each Bank’s Commitment shall terminate. Each Borrower severally promises to pay on the Termination Date, and there shall become absolutely due and payable on the Termination Date, all of the Loans outstanding to it on such date, together with all accrued and unpaid interest thereon and all other amounts outstanding hereunder owing by it on such date. (g) On any date on which a Bank’s Commitment is terminated pursuant to Section 8.12, the Borrowers that have Loans outstanding at such date shall immediately severally prepay a portion of the outstanding principal amount of the one or more Loans made to such Borrowers (together with accrued interest thereon) equal to such Bank’s Commitment Percentage immediately prior to such termination, based upon each such Borrower’s pro rata share of such amount.

Mandatory Payments. The Obligor shall repay the principal balance of this Note, as follows: twice per fiscal month (aplus such additional payments as the Senior Agent may approve from time to time) If at provided that immediately after giving effect to any time the Asset Coverage Ratio for any Borrower shall be such payment, BBI has unrestricted cash and cash equivalents of not less than its Permitted Asset Coverage Ratio$4,000,000, such Borrower shall, within three (3) Business Days, prepay such principal in an amount of one or more Loans made not to such Borrower, as may be necessary so that after such prepayment the Asset Coverage Ratio for such Borrower shall equal or exceed its Permitted Asset Coverage Ratio. (b) On any date on which the Loans outstanding exceed the aggregate Commitment Amounts, the Borrowers that have Loans outstanding at such date shall immediately severally prepay such principal amount of the one or more Loans made to such Borrowers a ratable portion (together with accrued interest thereonall other Series C Notes) based upon each such Borrower’s pro rata share of such amount in excess of the aggregate Commitment Amounts as may be necessary to eliminate such excess. (c) On any date on which the Loans outstanding of any Borrower exceed the Maximum Monthly Excess Cash Flow Amount for such Borrower, such Borrower shall immediately prepay such principal amount of one or more Loans as may be necessary the fiscal month most recently ended prior to eliminate such excess. (d) Each Swing Line Advance shall maturethe repayment date for which financial statements, and supporting calculations supporting the principal amount thereof shall be due and payable, as provided in Section 2.1(b). (e) Each Loan (other than a Swing Line Advance) shall mature, and the principal amount thereof shall be due and payable, on the earlier of (i) the date that is (x) with respect to Tranche A Loans, thirty (30) days and (y) with respect to Tranche B Loans, ninety (90) days after the date calculation of the making of such Loan or any Swing Line Advance refinanced with such Loan Monthly Excess Cash Flow Amount, have been delivered to and approved by the Senior Agent; and within five (ii5) the Termination Date. No proceeds of any Loan shall be used to refinance any Loan (other than a Swing Line Advance). (f) On the Termination Date, each Bank’s Commitment Amount permanently shall reduce to $0 and each Bank’s Commitment shall terminate. Each Borrower severally promises to pay on the Termination Date, and there shall become absolutely due and payable on the Termination Date, all business days of the Loans outstanding receipt thereof, in an amount not to it on such date, exceed a ratable portion (together with all other Series C Notes) of 80% of the identifiable net cash proceeds of an offering of equity securities of the Obligor or any subsidiary thereof (and (I) if such proceeds represent proceeds from an offering of convertible debt securities, the issuance of such convertible debt securities is permitted in accordance with the Senior Debt Documents as in effect from time to time and (II) in the case of any offering of equity securities by a subsidiary of the Obligor solely to the extent representing net cash proceeds received from a Person other than the Obligor or another subsidiary of the Obligor). In addition to the Obligor’s payments made pursuant to Paragraph ‎1(a), the Obligor shall pay in full the Principal Amount of and any accrued and unpaid interest thereon on the Series C Notes on the earliest to occur (the “Maturity Date”) of (a) October 20, 2018, (b) the acceleration of the maturity of this Note by the Holder upon the occurrence of an Event of Default, and all other amounts outstanding hereunder owing by it on such date. (gc) On a Sale of Obligor (as defined below). Simultaneously with the delivery to the Senior Agent, and in any date on which a Bank’s Commitment is terminated pursuant to Section 8.12event within twenty-five (25) days of the end of each fiscal month, the Borrowers that have Loans outstanding at such date Obligor shall immediately severally prepay deliver to the Holder a portion certificate executed by the Chief Financial Officer of the outstanding principal amount Obligor setting forth calculations of the one or more Loans made to Monthly Excess Cash Flow and the Monthly Excess Cash Flow Amount for such Borrowers fiscal month (together with accrued interest thereon) equal to such Bank’s Commitment Percentage immediately prior to such termination, based upon each such Borrower’s pro rata share of such amountthe “Monthly Statements”).

Mandatory Payments. (aA) If The Borrowers shall repay Term Loan B in the amounts set forth in the table below to the Agent for the account of the Term Loan B Lenders at any time the Asset Coverage Ratio for any Borrower shall be less than its Permitted Asset Coverage Ratio, such Borrower shall, within three (3) Business Days, prepay such principal amount of one or more Loans made to such Borrower, as may be necessary so that after such prepayment the Asset Coverage Ratio for such Borrower shall equal or exceed its Permitted Asset Coverage Ratio.times therein specified: (bB) On any date on which The Borrowers shall repay Term Loan B in an amount equal to 50% of Xxxxxxx’x Excess Cash Flow (the Loans outstanding exceed the aggregate Commitment Amounts, the Borrowers that have Loans outstanding at such date shall immediately severally prepay such principal amount of the one or more Loans made to such Borrowers (together with accrued interest thereon“Excess Cash Flow Payment”) based upon each such Borrower’s pro rata share of such amount in excess of the aggregate Commitment Amounts as may be necessary to eliminate such excess. (c) On any date on which the Loans outstanding of any Borrower exceed the Maximum Amount for such Borrower, such Borrower shall immediately prepay such principal amount of one or more Loans as may be necessary to eliminate such excess. (d) Each Swing Line Advance shall mature, and the principal amount thereof shall be due and payable, as provided in Section 2.1(b). (e) Each Loan (other than a Swing Line Advance) shall mature, and the principal amount thereof shall be due and payable, on the earlier of (i) for the date that is (x) with respect to Tranche A LoansFiscal year 2009, thirty (30) days and (y) with respect to Tranche B Loanson July 31, ninety (90) days after the date of the making of such Loan or any Swing Line Advance refinanced with such Loan 2010, and (ii) for the Termination DateFiscal year 2010, on July 31, 2011, so long as the Excess Cash Flow Payment Condition is satisfied as determined with reference to the then most recent Borrowing Base Certificate. No proceeds If the Borrowers are unable to meet the Excess Cash Flow Payment Condition on the applicable date of payment, the Borrowers shall repay Term Loan B in an amount equal to the Excess Cash Flow Payment plus any interest that has accrued thereon on the last day of the subsequent Fiscal quarter so long as the Excess Cash Flow Payment Condition is satisfied as determined by reference to the then most recent Borrowing Base Certificate. Any amount of Excess Cash Flow Payment not repaid on the date or dates set forth above (whether or not the Excess Cash Flow Payment Condition is satisfied) shall bear interest at LIBOR plus the Term Loan shall be used to refinance any Loan (other than a Swing Line Advance)B Applicable Margin plus 2.0% until such repayment is made. (fC) On Notwithstanding anything in clause (A) to the Termination Date, each Bank’s Commitment Amount permanently shall reduce to $0 and each Bank’s Commitment shall terminate. Each Borrower severally promises to pay on the Termination Date, and there shall become absolutely due and payable on the Termination Date, all of the Loans outstanding to it on such date, together with all accrued and unpaid interest thereon and all other amounts outstanding hereunder owing by it on such date. (g) On any date on which a Bank’s Commitment is terminated pursuant to Section 8.12contrary, the Borrowers shall not make any repayment referred to in clause (A), and no Term Loan B Lender shall accept such repayment, and an Event of Default shall occur under Section 11.1, (I) if the Borrowers are In Default, or an Event of Default exists or would occur as a result of such repayment, or (II) in the event that have Loans outstanding at such date shall Availability immediately severally prepay a portion before or after giving effect to any repayment referred to in clause (A) would be less than 10% of the outstanding principal amount lesser of (1) the one then-current Maximum Revolving Credit Ceiling or more Loans made (2) (x) the then-current Borrowing Base plus (y) the Term Loan A to such Borrowers Value Reserve (together with accrued interest thereonand, at any time after the Term Loan B Guaranties have been released or otherwise terminated and so long as Term Loan B is outstanding, the Term Loan B to Value Reserve) equal to such Bank’s Commitment Percentage immediately prior to such termination, based upon each such Borrower’s pro rata share of such amount.less (z)

Mandatory Payments. (a) If at any time the Asset Coverage Ratio for any Borrower shall be less than its Permitted Asset Coverage Ratio, such Borrower shall, within three (3) Business Days, prepay such principal amount of one or more Loans made to such Borrower, as may be necessary so that after such prepayment the Asset Coverage Ratio for such Borrower shall equal or exceed its Permitted Asset Coverage Ratio. (b) On any date on which the Loans outstanding exceed the aggregate Commitment Amounts, the Borrowers that have Loans outstanding at such date shall immediately severally prepay such principal amount of the one or more Loans made to such Borrowers (together with accrued interest thereon) based upon each such Borrower’s pro rata share of such amount in excess of the aggregate Commitment Amounts as may be necessary to eliminate such excess. (c) On any date on which the Loans outstanding of any Borrower exceed the Maximum Amount for such Borrower, such Borrower shall immediately prepay such principal amount of one or more Loans as may be necessary to eliminate such excess. (d) Each Swing Line Advance shall mature, and the principal amount thereof shall be due and payable, as provided in Section 2.1(b). (e) Each Loan (other than a Swing Line Advance) shall mature, and the principal amount thereof shall be due and payable, on the earlier of (i) the date that is (x) with respect to Tranche A Loans, thirty thirty-five (3035) days and (y) with respect to Tranche B Loans, ninety (90) days after the date of the making of such Loan or any Swing Line Advance refinanced with such Loan and (ii) the Termination Date. No proceeds of any Loan shall be used to refinance any Loan (other than a Swing Line Advance). (f) On the Termination Date, each Bank’s Commitment Amount permanently shall reduce to $0 and each Bank’s Commitment shall terminate. Each Borrower severally promises to pay on the Termination Date, and there shall become absolutely due and payable on the Termination Date, all of the Loans outstanding to it on such date, together with all accrued and unpaid interest thereon and all other amounts outstanding hereunder owing by it on such date. (g) On any date on which a Bank’s Commitment is terminated pursuant to Section 8.12, the Borrowers that have Loans outstanding at such date shall immediately severally prepay a portion of the outstanding principal amount of the one or more Loans made to such Borrowers (together with accrued interest thereon) equal to such Bank’s Commitment Percentage immediately prior to such termination, based upon each such Borrower’s pro rata share of such amount.

Mandatory Payments. (ai) If at any time the Asset Coverage Ratio for any Borrower shall be less No later than its Permitted Asset Coverage Ratio, such Borrower shall, within three (3) Business DaysDays following the date of receipt by the Borrower or any of its Subsidiaries of any Net Cash Proceeds of any Asset Sale, to the extent that the aggregate amount of Net Cash Proceeds from Asset Sales exceeds $25,000,000 at any time after the Closing Date, or any Net Cash Proceeds from any Event of Loss, to the extent that the aggregate amount of Net Cash Proceeds from Events of Loss exceeds $25,000,000 at any time after the Closing Date, the Borrower shall prepay the Obligations in an amount equal to 100% of all such Net Cash Proceeds in excess of $25,000,000 with respect to each category of Asset Sales and Events of Loss; provided, that, the Borrower shall not be required to prepay the Obligations with respect to (i) Net Cash Proceeds from Asset Sales permitted under Section 7.02(b)(i)-(v), (ii) so long as no Default or Event of Default has occurred and is continuing, Net Cash Proceeds from an Event of Loss or Asset Sales that are reinvested in assets then used or usable in the business of the Borrower and its Subsidiaries within 365 days following receipt thereof or committed to be reinvested prior to the expiration of such 365 day period (as certified to the Administrative Agent by an Authorized Officer of the Borrower on or before the end of such applicable 365 day period) and actually reinvested within 540 days following receipt thereof, and (iii) any payments of such Net Cash Proceeds that could reasonably result in an material adverse tax consequence to the Borrower or any of its Subsidiaries. Any such prepayment shall be applied in accordance with subsection (iii) of this clause (b). LEGAL02/37021070v10 -48- (ii) No later than three (3) Business Days following the date of receipt by the Borrower or any of its Subsidiaries of any Net Cash Proceeds from any issuance of Indebtedness by the Borrower or any of its Subsidiaries, the Borrower shall prepay the Obligations in an amount equal to all such Net Cash Proceeds; provided that the Borrower shall not be required to prepay the Obligations with respect to Net Cash Proceeds of Indebtedness permitted under Section 7.04 (or the refinancing thereof). Any such prepayment shall be applied in accordance with subsection (iii) of this clause (b). (iii) Any prepayments made by the Borrower pursuant to subsection (i) or (ii) of this clause (b) shall be applied as follows: first, to the Administrative Agent’s fees and reimbursable expenses then due and payable pursuant to any of the Loan Documents; second, to the principal balance of the Term Loans, until the same shall have been paid in full, pro rata to the Term Loan Lenders based on their Term Loan Facility Percentage, and applied, on a pro rata basis, to the next eight (8) scheduled installments of the Term Loans due at the time of such prepayment; third, to the principal balance of the Swing Loans, until the same shall have been paid in full, to the Swing Line Lender; fourth, to the principal balance of the Revolving Loans, until the same shall have been paid in full, pro rata to the Lenders based on their respective Revolving Commitments; and fifth, to Cash Collateralize the Letters of Credit in an amount in cash equal to the LC Outstandings as of such date plus any accrued and unpaid fees thereon. The Revolving Commitments of the Lenders shall not be permanently reduced by the amount of any prepayments made pursuant to clauses fourth or fifth above, unless an Event of Default has occurred and is continuing and the Required Revolving Lenders so request. (iv) The Revolving Loans shall be subject to mandatory repayment or prepayment (in the case of any partial prepayment conforming to the requirements as to the amounts of partial prepayments set forth in Section 2.13(a) above), and the LC Outstandings shall be subject to cash collateralization requirements, in accordance with the following provisions: (A) If on any date (after giving effect to any other payments on such date) (A) the Revolving Facility Exposure of any Lender exceeds such Lender’s Revolving Commitment (whether due to a change in the Dollar Equivalent such Lender’s Revolving Facility Exposure or otherwise), (B) the sum of (1) the Aggregate Revolving Facility Exposure and (2) the outstanding principal amount of one Swing Loans, exceeds the Total Revolving Commitment (in the case of clauses (1) or more Loans made (3), whether due to such Borrowera change in the Dollar Equivalent of the Aggregate Revolving Facility Exposure or otherwise), as may be necessary so that after such prepayment or (C) the Asset Coverage Ratio for such Borrower shall equal or exceed its Permitted Asset Coverage Ratio. (b) On any date on which the aggregate principal amount of Swing Loans outstanding exceed exceeds the aggregate Commitment AmountsSwing Line Commitment, then, in the case of each of the foregoing, the Borrowers that have Loans outstanding at Borrower shall, on such day, prepay on such date shall immediately severally prepay such the principal amount of the one or more Revolving Loans made and, after the Revolving Loans have been paid in full, Unreimbursed Drawings, in an aggregate amount at least equal to such Borrowers (together with accrued interest thereon) based upon each such Borrower’s pro rata share of such amount in excess of the aggregate Commitment Amounts as may be necessary to eliminate such excess. (cB) On If on any date on which the Loans outstanding of any Borrower LC Outstandings exceed the Maximum Amount for such BorrowerLC Commitment Amount, such then the applicable LC Obligor or the Borrower shall immediately prepay such principal amount of one or more Loans as may be necessary to eliminate such excess. (d) Each Swing Line Advance shall mature, and the principal amount thereof shall be due and payable, as provided in Section 2.1(b). (e) Each Loan (other than a Swing Line Advance) shall mature, and the principal amount thereof shall be due and payableshall, on such day, pay to the earlier of (i) the date that is (x) with respect to Tranche A Loans, thirty (30) days and (y) with respect to Tranche B Loans, ninety (90) days after the date of the making of such Loan or any Swing Line Advance refinanced with such Loan and (ii) the Termination Date. No proceeds of any Loan shall be used to refinance any Loan (other than a Swing Line Advance). (f) On the Termination Date, each Bank’s Commitment Amount permanently shall reduce to $0 and each Bank’s Commitment shall terminate. Each Borrower severally promises to pay on the Termination Date, and there shall become absolutely due and payable on the Termination Date, all of the Loans outstanding to it on such date, together with all accrued and unpaid interest thereon and all other amounts outstanding hereunder owing by it on such date. (g) On any date on which a Bank’s Commitment is terminated pursuant to Section 8.12, the Borrowers that have Loans outstanding at such date shall immediately severally prepay a portion of the outstanding principal Administrative Agent an amount of the one or more Loans made to such Borrowers (together with accrued interest thereon) in cash equal to such Bank’s Commitment Percentage immediately prior excess and the Administrative Agent shall hold such payment as security for the reimbursement obligations of the applicable LC Obligors hereunder in respect of Letters of Credit pursuant to a cash collateral agreement to be entered into in form and substance reasonably satisfactory to the Administrative Agent, each LC Issuer and the Borrower (which shall permit certain investments in Cash Equivalents reasonably satisfactory to the Administrative Agent, each LC Issuer and the Borrower until LEGAL02/37021070v10 -49- the proceeds are applied to any Unreimbursed Drawing or to any other Obligations in accordance with any such termination, based upon each cash collateral agreement and which shall provide for regular remittance to the Borrower of any interest accrued on such Borrower’s pro rata share of such cash collateral amount).

Mandatory Payments. The Borrower shall make mandatory repayments of the Loans to the Lender as follows: (a) If at within 10 Business Days of receipt of any time Recoveries paid, reimbursed or otherwise credited to or for the Asset Coverage Ratio for benefit of the Borrower in connection with any Strip Policy Claim related to a Loan, the Borrower shall be less than its Permitted Asset Coverage Ratio, repay such Borrower shall, within three (3) Business Days, prepay such principal Loan in an amount of one or more Loans made equal to such Borrower, as may be necessary so that after such prepayment the Asset Coverage Ratio for such Borrower shall equal or exceed its Permitted Asset Coverage Ratio. (b) On any date on which the Loans outstanding exceed the aggregate Commitment Amounts, the Borrowers that have Loans outstanding at such date shall immediately severally prepay such principal amount of the one or more Loans made to such Borrowers (together with accrued interest thereon) based upon each such Borrower’s pro rata share of such amount in excess of the aggregate Commitment Amounts as may be necessary to eliminate such excess. (c) On any date on which the Loans outstanding of any Borrower exceed the Maximum Amount for such Borrower, such Borrower shall immediately prepay such principal amount of one or more Loans as may be necessary to eliminate such excess. (d) Each Swing Line Advance shall mature, and the principal amount thereof shall be due and payable, as provided in Section 2.1(b). (e) Each Loan (other than a Swing Line Advance) shall mature, and the principal amount thereof shall be due and payable, on the earlier lesser of (i) the date that is (x) with respect to Tranche A Loans, thirty (30) days and (y) with respect to Tranche B Loans, ninety (90) days after the date of the making outstanding principal balance of such Loan or any Swing Line Advance refinanced with on such Loan date and (ii) the Termination Date. No proceeds amount of such Recoveries; (b) on the Loan Maturity Date for any Loan, the Borrower shall repay such Loan in full; (c) if on any date the outstanding principal amount of all Loans exceeds the Commitment Amount on such date, the Borrower shall repay the Loans in the amount of such excess (such repayment to be used applied among the Loans in accordance with the direction of the Borrower); (d) if a Borrower Change of Control has become effective, then: (i) if the Rating Agency Condition has been satisfied with respect to refinance such Borrower Change of Control, the Borrower shall repay the Loans in full not later than the 365th day following the effectiveness of such Borrower Change of Control or (ii) if a Rating Agency Condition has not been satisfied with respect to such Borrower Change of Control, then the Borrower shall repay the Loans in full on the date such Borrower Change of Control shall become effective, (e) on the date any Loan (other than a Swing Line Advance).Loans are accelerated in accordance with Section 10, the Borrower shall repay all such Loans in full, and (f) On if the Termination Date, each Bank’s Commitment Amount permanently shall Borrower agrees to reduce to $0 and each Bank’s Commitment shall terminate. Each Borrower severally promises to pay on the Termination Date, and there shall become absolutely due and payable on the Termination Date, all principal amount of any repayment right of the Loans outstanding to it on such dateBorrower in respect of, together with all accrued and unpaid interest thereon and all other amounts outstanding hereunder owing by it on such date. (g) On any date on which a Bank’s Commitment is terminated pursuant to Section 8.12or arising out of, the Borrowers payment of a Strip Policy Claim, then, within 10 Business Days following such reduction, the Borrower shall repay that have Loans outstanding at such date shall immediately severally prepay a portion of the outstanding principal of the related Loan equal to the amount of such reduction. All repayments of Loans shall include payment of accrued and unpaid interest on the one or more Loans made to such Borrowers (together with accrued interest thereon) equal to such Bank’s Commitment Percentage immediately prior to such termination, based upon each such Borrower’s pro rata share amount of such amountLoan repaid. Amounts paid pursuant to this Section shall be credited first to accrued and unpaid interest on the corresponding Loan and then to principal on such corresponding Loan.

Mandatory Payments. (a) If at any time the Asset Coverage Ratio for any Borrower shall be less than its Permitted Asset Coverage Ratio, such Borrower shall, within three (3) Business Days, prepay such principal amount of one or more Loans made to such Borrower, as may be necessary so that after such prepayment the Asset Coverage Ratio for such Borrower shall equal or exceed its Permitted Asset Coverage Ratio. (b) On any date on which the Loans outstanding exceed the aggregate Commitment Amounts, the Borrowers that have Loans outstanding at such date shall immediately severally prepay such principal amount of the one or more Loans made to such Borrowers (together with accrued interest thereon) based upon each such Borrower’s 's pro rata share of such amount in excess of the aggregate Commitment Amounts as may be necessary to eliminate such excess. (c) On any date on which the Loans outstanding of any Borrower exceed the Maximum Amount for such Borrower, such Borrower shall immediately prepay such principal amount of one or more Loans as may be necessary to eliminate such excess. (d) Each Swing Line Advance shall mature, and the principal amount thereof shall be due and payable, as provided in Section 2.1(b). (e) Each Loan (other than a Swing Line Advance) shall mature, and the principal amount thereof shall be due and payable, on the earlier of (i) the date that is (x) with respect to Tranche A Loans, thirty (30) days and (y) with respect to Tranche B Loans, ninety (90) days after the date of the making of such Loan or any Swing Line Advance refinanced with such Loan and (ii) the Termination Date. No proceeds of any Loan shall be used to refinance any Loan (other than a Swing Line Advance). (f) On the Termination Date, each Bank’s Commitment Amount permanently shall reduce to $0 and each Bank’s Commitment shall terminate. Each Borrower severally promises to pay on the Termination Date, and there shall become absolutely due and payable on the Termination Date, all of the Loans outstanding to it on such date, together with all accrued and unpaid interest thereon and all other amounts outstanding hereunder owing by it on such date. (g) On any date on which a Bank’s Commitment is terminated pursuant to Section 8.12, the Borrowers that have Loans outstanding at such date shall immediately severally prepay a portion of the outstanding principal amount of the one or more Loans made to such Borrowers (together with accrued interest thereon) equal to such Bank’s Commitment Percentage immediately prior to such termination, based upon each such Borrower’s pro rata share of such amount.and

Mandatory Payments. (a) If at any time On the Asset Coverage Ratio for any Borrower shall be less than its Permitted Asset Coverage Ratiodate that is 15 months from the Closing (as defined in the Stock Purchase Agreement) or December 22, 2015 (whichever is later, such Borrower shalllater date, within three the “Maturity Date”), to the extent any amounts under this Note remain outstanding, the Payor shall make such payments to Payee in an amount equal to (3i) Business Days, prepay such the initial principal amount of one or more Loans made to such Borrower, this Note (as may be necessary so that after increased from time to time in accordance with Section 2) together with any accrued and unpaid interest on the initial principal amount of this Note (as may be increased from time to time in accordance with Section 2) then being paid, but excluding the date of payment, less (ii) any prepayments made under Section 4 prior to the date of payment (such prepayment amount, the Asset Coverage Ratio for such Borrower shall equal or exceed its Permitted Asset Coverage Ratio“Maturity Payment”). For the avoidance of doubt, the Maturity Payment amount (when calculated without regard to any prior payments made under Section 4 with respect to this Note) will be $[ ]. (b) On any date on which Upon the Loans outstanding exceed the aggregate Commitment Amountsoccurrence of a Change of Control, the Borrowers that have Loans outstanding at such date Payor shall immediately severally prepay such principal amount of pay the one or more Loans made entire Maturity Payment to such Borrowers (together with accrued interest thereon) based the Payee upon each such Borrower’s pro rata share the consummation of such amount in excess Change of the aggregate Commitment Amounts as may be necessary to eliminate such excessControl. (c) On any date on which In the Loans event the Payor engages in a transaction or a series of related transactions that constitute a financing or repaying of all or substantially all of the Indebtedness outstanding under the Indenture and the Senior Credit Facilities (a “Refinancing”), the Payor shall pay the Maturity Payment to the Payee upon the consummation of any Borrower exceed the Maximum Amount for such Borrower, such Borrower shall immediately prepay such principal amount of one or more Loans as may be necessary to eliminate such excessRefinancing. (d) Each Swing Line Advance Notice of each mandatory prepayment of this Note pursuant to Sections 5(b) and 5(c) shall maturebe given in accordance with Section 19 hereof not fewer than three Business Days before the prepayment date, and in each case by mailing to the Payee a notice of intention to prepay, which such notice specifies the date of prepayment, the aggregate amount of this Note held by the Payee to be repaid on such date, the principal amount thereof shall of this Note held by the Payee to be due repaid on such date, the accrued interest applicable to such repayment and payable, as provided in Section 2.1(b)any conditions to such repayment. (e) Each Loan (other than a Swing Line Advance) shall mature, and the principal amount thereof shall be due and payable, on the earlier of (i) the date that is (x) with respect to Tranche A Loans, thirty (30) days and (y) with respect to Tranche B Loans, ninety (90) days after the date As between all holders of the making of such Loan or any Swing Line Advance refinanced with such Loan and (ii) the Termination Date. No proceeds of any Loan shall Notes, mandatory payments will be used to refinance any Loan (other than a Swing Line Advance). (f) On the Termination Date, each Bank’s Commitment Amount permanently shall reduce to $0 and each Bank’s Commitment shall terminate. Each Borrower severally promises to pay on the Termination Date, and there shall become absolutely due and payable on the Termination Date, made ratably among all holders of the Loans outstanding Notes) in an amount proportionate to it on such date, together with all accrued and unpaid interest thereon and all other amounts outstanding hereunder owing by it on such date. (g) On any date on which a Bank’s Commitment is terminated pursuant to Section 8.12, the Borrowers that have Loans outstanding at such date shall immediately severally prepay a portion of the outstanding aggregate principal amount of the one or more Loans Notes held by such holders of the Notes. Notwithstanding the foregoing, but subject to Section 11 hereto, so long as the Escrow Agent holds the Escrow Notes pursuant to the Escrow Agreement, no payments will be made with respect to such Borrowers (together with accrued interest thereon) equal to such Bank’s Commitment Percentage immediately the Escrow Notes prior to such termination, based upon each such Borrower’s pro rata share the payment in full of such amountall Notes other than the Escrow Notes.

Mandatory Payments. (a) If at any time Maker shall make payments on this Note in an amount equal to: (i) One-third of the Asset Coverage Ratio for any Borrower shall be less than its Permitted Asset Coverage RatioPrincipal Amount, such Borrower shallplus all interest accrued on the Principal Amount through the date payment is made, within three on the last business day of the first full month immediately following the date hereof; (3ii) Business DaysOne-third of the Principal Amount, prepay such principal amount plus all interest accrued on the Principal Amount through the date payment is made, on the last business day of one or more Loans made to such Borrowerthe sixth full month following the date hereof; and (iii) One-third of the Principal Amount, as may be necessary so that after such prepayment plus all interest accrued on the Asset Coverage Ratio for such Borrower shall equal or exceed its Permitted Asset Coverage RatioPrincipal Amount through the date payment is made, on the last business day of the twelfth full month following the date hereof. (b) On any date Maker may authorize Payee to withhold amounts, if any, otherwise payable to Maker from Payee as bonus payments or advances on which bonus prior to final maturity hereof, and to apply such to payments then due under this Note by delivering to Payee the Loans outstanding exceed Authorization for Payroll Deduction for Loan in accordance with the aggregate Commitment Amountsterms of the Subscription Agreement. (c) Notwithstanding the foregoing, the Borrowers that have Loans outstanding at such date shall immediately severally prepay such principal amount of the one or more Loans made to such Borrowers (Principal Amount, together with accrued interest thereon) based , shall become due and payable in full immediately upon each the termination of Maker's employment with Payee or its affiliates or Maker's death; provided, however, that if upon such Borrower’s pro rata share termination of employment or death Payee is prohibited from purchasing the Shares by applicable law or any contract or agreement binding on Payee, this Note shall continue in full force and effect until such amount time as Payee notifies Maker in excess of writing that it is legally and contractually permitted to purchase the aggregate Commitment Amounts as may be necessary to eliminate such excess. (c) On any date on Shares, at which time the Loans outstanding of any Borrower exceed the Maximum Amount for such Borrower, such Borrower shall immediately prepay such principal amount of one or more Loans as may be necessary to eliminate such excess. (d) Each Swing Line Advance shall maturethis Note, and the principal amount thereof shall be due and payable, as provided in Section 2.1(b). (e) Each Loan (other than a Swing Line Advance) shall mature, and the principal amount thereof shall be due and payable, on the earlier of (i) the date that is (x) with respect to Tranche A Loans, thirty (30) days and (y) with respect to Tranche B Loans, ninety (90) days after the date of the making of such Loan or any Swing Line Advance refinanced with such Loan and (ii) the Termination Date. No proceeds of any Loan shall be used to refinance any Loan (other than a Swing Line Advance). (f) On the Termination Date, each Bank’s Commitment Amount permanently shall reduce to $0 and each Bank’s Commitment shall terminate. Each Borrower severally promises to pay on the Termination Date, and there shall become absolutely due and payable on the Termination Date, all of the Loans outstanding to it on such date, together with all accrued and unpaid interest thereon and all other amounts outstanding hereunder owing by it on such date. (g) On any date on which a Bank’s Commitment is terminated pursuant to Section 8.12, the Borrowers that have Loans outstanding at such date shall immediately severally prepay a portion of the outstanding principal amount of the one or more Loans made to such Borrowers (together with accrued interest thereon) equal to such Bank’s Commitment Percentage , shall become immediately prior to such termination, based upon each such Borrower’s pro rata share of such amountdue and payable.

Mandatory Payments. Unless accelerated pursuant to the ------------------ terms and conditions of the Loan Documents or paid before the scheduled maturity date, the Borrower shall pay to Tammac ninety-six (a96) consecutive minimum monthly payments each in an amount equal to ninety-four (94%) percent of the scheduled monthly payments of principal and interest due on the Acceptable Contracts comprising the collateral security for the Loan. All mandatory payments as hereinabove provided shall be applied first to the payment of accrued and unpaid interest and the balance shall be applied to the payment of installments of principal then remaining unpaid. The aforesaid payments shall be payable in arrears on the first day of each calendar month commencing on the first (1st) day of the month next following the date of the Loan closing and shall continue until such time as the full principal sum, together with all amounts owing under the Loan have been paid in full. The aforesaid payments shall be payable out of the monthly collections received under the Acceptable Contracts. In the event the monthly collections from the Acceptable Contracts are insufficient to pay principal and/or interest on the Loan, the Borrower shall pay the interest and/or principal insufficiency on the first of each month as aforesaid. If, at any time during the term of the Loan, any of the Acceptable Contracts fail to continue to be Acceptable Contracts and, as a result, the amount advanced exceeds the Advance Limit, the Borrower will be required to immediately prepay an amount equal to the excess borrowing. If at any time the Asset Coverage Ratio for any Borrower shall be less than its Permitted Asset Coverage Ratio, such Borrower shall, within three (3) Business Days, prepay such principal amount of one or more Loans made to such Borrower, as may be necessary so that after such prepayment the Asset Coverage Ratio for such Borrower shall equal or exceed its Permitted Asset Coverage Ratio. (b) On any date on which the Loans aggregate outstanding exceed the aggregate Commitment Amounts, the Borrowers that have Loans outstanding at such date shall immediately severally prepay such principal amount of the one or more Loans made to such Borrowers (together with accrued interest thereon) based upon each such Borrower’s pro rata share of such amount in excess of the aggregate Commitment Amounts as may be necessary to eliminate such excess. (c) On any date on which the Loans outstanding of any Borrower Loan shall exceed the Maximum Amount for such BorrowerAdvance Limit, such Borrower shall immediately prepay such principal amount of one or more Loans as may be necessary to eliminate such excess. (d) Each Swing Line Advance shall mature, and the principal amount thereof shall be due and payable, as provided in Section 2.1(b). (e) Each Loan (other than a Swing Line Advance) shall mature, and the principal amount thereof shall be due and payable, on the earlier of (i) the date that is (x) with respect to Tranche A Loans, thirty (30) days and (y) with respect to Tranche B Loans, ninety (90) days after the date of the making notify Tammac of such Loan or any Swing Line Advance refinanced with fact and make a mandatory prepayment in such Loan and amount necessary (iiincluding accrued interest) the Termination Date. No proceeds of any Loan shall be used to refinance any Loan (other than a Swing Line Advance). (f) On the Termination Date, each Bank’s Commitment Amount permanently shall reduce to $0 and each Bank’s Commitment shall terminate. Each Borrower severally promises to pay on the Termination Date, and there shall become absolutely due and payable on the Termination Date, all of the Loans outstanding to it on such date, together with all accrued and unpaid interest thereon and all other amounts outstanding hereunder owing by it on such date. (g) On any date on which a Bank’s Commitment is terminated pursuant to Section 8.12, the Borrowers that have Loans outstanding at such date shall immediately severally prepay a portion of the outstanding principal amount of the one Loan to the Advance Limit. If a mandatory prepayment is required as herein provided, the Borrower shall have the right, during the Draw Period, in lieu of payments to eliminate all, or more Loans any part, of the excess borrowing and thereby avoid the obligation to make a mandatory prepayment by: (a) promptly notifying Lender in writing of Borrower's intention to assign new Acceptable Contracts of equal or greater value to the required amount and (b) promptly effectuating the assignment of the new Acceptable Contracts, but in no event later than five (5) business days after notice of the over Advance is sent to Borrower by Tammac. Any mandatory prepayments made hereunder shall not affect the due date or the amount of any other required payments to such Borrowers (together with accrued interest thereon) equal to such Bank’s Commitment Percentage immediately prior to such termination, based upon each such Borrower’s pro rata share of such amountbe made under the Loan.

Mandatory Payments. (i) No later than three (3) Business Days following the date of receipt by the Borrower or any of its Restricted Subsidiaries of (x) any Net Cash Proceeds of any Asset Sale (other than any Sale and Lease-Back Transaction the Net Cash Proceeds of which are not used to pay consent fees to Lenders or repay Revolving Loans borrowed to pay consent fees to Lenders (including, in each case, in connection with Amendment No. 1)), to the extent that the aggregate amount of Net Cash Proceeds from such Asset Sale exceeds $25,000,000 at any time after the Closing Date, (y) any Net Cash Proceeds from any Event of Loss, to the extent that the aggregate amount of the Net Cash Proceeds from such Event of Loss exceeds $5,000,000 or (z) any Net Cash Proceeds of any Asset Sale that is a Sale and Lease-Back Transaction (other than any Sale and Lease-Back Transaction the Net Cash Proceeds of which are used to pay consent fees to Lenders or repay Revolving Loans borrowed to pay consent fees to Lenders (including, in each case, in connection with Amendment No. 1), the Borrower shall prepay Term Loans in an amount equal to 100% of all such Net Cash Proceeds (limited, in the case of the Net Cash Proceeds of Asset Sales (other than any Sale and Lease-Back Transaction the Net Cash Proceeds of which are not used to pay consent fees to Lenders or repay Revolving Loans borrowed to pay consent fees to Lenders (including, in each case, in connection with Amendment No. 1)), to amounts in excess of $25,000,000, and in the case of Net Cash Proceeds from any Event of Loss, to amounts in excess of $5,000,000); provided, that, the Borrower shall not be required to prepay the Obligations with respect to (i) Net Cash Proceeds from Asset Sales permitted under Section 7.02(b)(i)-(v), (ii) so long as no Default or Event of Default has occurred and is continuing, Net Cash Proceeds from an Event of Loss or Asset Sales (other than any Sale and Lease-Back Transaction) that are reinvested in assets then used or usable in the business of the Borrower and its Restricted Subsidiaries within 365 days following receipt thereof or committed to be reinvested prior to the expiration of such 365 day period (as certified to the Administrative Agent by an Authorized Officer of the Borrower on or before the end of such applicable 365 day period) and actually reinvested within 540 days following receipt thereof, and (iii) to the extent set forth in subsection (iv) of this clause (b). Any such prepayment shall be applied in accordance with subsection (vii) of this clause (b). (ii) No later than three (3) Business Days following the date of receipt by the Borrower or any of its Restricted Subsidiaries of any Net Cash Proceeds from any issuance of Indebtedness by the Borrower or any of its Restricted Subsidiaries, the Borrower shall prepay Term Loans in an amount equal to all such Net Cash Proceeds; provided that the Borrower shall not be required to prepay Term Loans with respect to Net Cash Proceeds of Indebtedness permitted under Section 7.04 (other than Permitted Unsecured Refinancing Debt, Permitted First Priority Refinancing Debt, Permitted Junior Refinancing Debt and any other Credit Agreement Refinancing Indebtedness). Any such prepayment shall be applied in accordance with subsection (vii) of this clause (b). (iii) After the end of each fiscal year of the Borrower (commencing with the fiscal year ending December 31, 2022), within five (5) Business Days after the earlier to occur of (x) the delivery of the financial statements and related Compliance Certificate for such fiscal year and (y) the date on which the financial statements and related Compliance Certificate for such fiscal year are required to be delivered pursuant to Section 6.01, the Borrower shall prepay Term Loans in an aggregate principal amount equal to (A) the Applicable ECF Percentage of Excess Cash Flow (calculated after giving pro forma effect to any prepayments or repurchases of Loans and any Capital Expenditure, Permitted Acquisition and Investments, in each case, pursuant to the immediately following clause (B)), if any, for such fiscal year, minus (B) at the Borrower’s option, the sum of (1) all voluntary prepayments and/or repurchases of Term Loans and/or Revolving Loans (in the case of Revolving Loans, solely to the extent accompanied by permanent reductions in the Revolving Commitments) plus (2) all voluntary prepayments, repurchases or redemptions (including any premium, make-whole or penalty payments) of any Permitted First Priority Refinancing Debt or other Indebtedness permitted hereunder that is secured on a pari passu basis with the Obligations (and in the case of revolving Indebtedness, solely to the extent accompanied by a permanent reduction in the commitments in respect of such revolving Indebtedness) made during such fiscal year or after year-end and prior to the date such Excess Cash Flow payment, if any, is due for such fiscal year (limited, in the case of repurchases at or below par pursuant to Section 2.13(e) or 11.06(g), to the amount of cash used to make such purchases) plus (3) the amount of Capital Expenditures made in cash or accrued during such period or after such period but prior to the date such Excess Cash Flow payment, if any, is due for such fiscal year plus (4) without duplication of amounts deducted pursuant to clause (b)(x) of the definition of the term “Excess Cash Flow”, the amount of Permitted Acquisitions and Investments (other than Investments made pursuant to Sections 7.05(a), (f), (h) or (j)) made in cash (including any customary fees, expenses and charges in connection therewith) during such period or after such period but prior to date such Excess Cash Flow payment, if any, is due for such fiscal year, except, in each case, to the extent financed with the proceeds of long-term Indebtedness plus (5) the aggregate amount of cash committed during such period or after such period but prior to the date such Excess Cash Flow payment, if any, is due for such fiscal year (the “Contract Consideration”) to be used to make Capital Expenditures, Permitted Acquisitions or Investments (other than Investments made pursuant to Sections 7.05(a), (f), (h) or (j)) in the succeeding twelve months for which a binding agreement exists; provided that if the aggregate amount of cash actually used in the succeeding twelve months is less than the Contract Consideration, the amount of such shortfall shall be added to the calculation of Excess Cash Flow in the immediately following fiscal year; provided that the Borrower shall only be required to make a prepayment pursuant to this Section 2.05(b)(iii) to the extent that such amount is in excess of $5,000,000. Any such prepayment shall be applied in accordance with subsection (vii) of this clause (b). (iv) Notwithstanding any other provisions of this Section 2.13 to the contrary, (A) to the extent that any or all of the Net Cash Proceeds of any Asset Sale by, or an Event of Loss of, a Foreign Subsidiary (“Foreign Disposition”) or Excess Cash Flow attributable to Foreign Subsidiaries is prohibited or delayed by applicable local law from being repatriated to the United States, an amount equal to the portion of such Net Cash Proceeds or Excess Cash Flow so affected will not be required to be applied to repay Term Loans at the times provided in this Section 2.13 so long, but only so long, as the applicable local law will not permit repatriation to the United States (the Borrower hereby agreeing to use commercially reasonable efforts to cause the applicable Foreign Subsidiary to promptly take all actions required by the applicable local law to permit such repatriation), and once such repatriation of any of such affected Net Cash Proceeds or Excess Cash Flow is permitted under the applicable local law, an amount equal to such Net Cash Proceeds or Excess Cash Flow will be promptly applied (net of additional taxes that would be payable or reserved against as a result of repatriating such amount, but without duplication of any such taxes already subtracted from Excess Cash Flow or Net Cash Proceeds pursuant to the definitions thereof) to the repayment of the Term Loans pursuant to this Section 2.13 and (B) to the extent that the Borrower has reasonably determined that repatriation of any of or all the Net Cash Proceeds of any Foreign Disposition or Foreign Subsidiary Excess Cash Flow would have material adverse tax cost consequences with respect to such Net Cash Proceeds or Excess Cash Flow, an amount equal to such Net Cash Proceeds or Excess Cash Flow so affected will not be required to be applied to repay Term Loans at the times provided in this Section 2.13. In addition, all mandatory prepayments pursuant to this Section 2.13(b) are subject to permissibility under (A) local law (including financial assistance, corporate benefit, restrictions on upstreaming of cash intra-group and fiduciary and statutory duties of the directors of the relevant Subsidiaries) and (B) organizational document and other restrictions (including as a result of minority ownership). The non-application of any mandatory prepayment as a result of this Section 2.13(b)(iv) will not constitute a Default or Event of Default and such amounts shall be available for working capital purposes of the Borrower and the Restricted Subsidiaries. (v) The Revolving Loans shall be subject to mandatory repayment or prepayment (in the case of any partial prepayment conforming to the requirements as to the amounts of partial prepayments set forth in Section 2.13(a) above), and the LC Outstandings shall be subject to cash collateralization requirements, in accordance with the following provisions: (A) If on any date (after giving effect to any other payments on such date) (A) the Revolving Facility Exposure of any Lender exceeds such Lender’s Revolving Commitment (whether due to a change in the Dollar Equivalent such Lender’s Revolving Facility Exposure or otherwise), (B) the sum of (1) the Aggregate Revolving Facility Exposure and (2) the outstanding principal amount of Swing Loans, exceeds the Total Revolving Commitment (in the case of clauses (1) or (3), whether due to a change in the Dollar Equivalent of the Aggregate Revolving Facility Exposure or otherwise), or (C) the aggregate principal amount of Swing Loans outstanding exceeds the Swing Line Commitment, then, in the case of each of the foregoing, the Borrower shall, on such day, prepay on such date the principal amount of the Revolving Loans and, after the Revolving Loans have been paid in full, Unreimbursed Drawings, in an aggregate amount at least equal to such excess. (B) If on any date the LC Outstandings exceed the LC Commitment Amount, then the applicable LC Obligor or the Borrower shall, on such day, pay to the Administrative Agent an amount in cash equal to such excess and the Administrative Agent shall hold such payment as security for the reimbursement obligations of the applicable LC Obligors hereunder in respect of Letters of Credit pursuant to a cash collateral agreement to be entered into in form and substance reasonably satisfactory to the Administrative Agent, each LC Issuer and the Borrower (which shall permit certain investments in Cash Equivalents reasonably satisfactory to the Administrative Agent, each LC Issuer and the Borrower until the proceeds are applied to any Unreimbursed Drawing or to any other Obligations in accordance with any such cash collateral agreement and which shall provide for regular remittance to the Borrower of any interest accrued on such cash collateral amount). (vi) If, as of the close of business on any Business Day during the Restricted Period, the aggregate amount of Unrestricted cash and Cash Equivalents of the Borrower and its Domestic Subsidiaries (other than any such Unrestricted cash and Cash Equivalents representing Net Cash Proceeds received by Borrower or any of its Restricted Subsidiaries in connection with an Asset Sale to the extent (a) If at any time such Net Cash Proceeds are required to be used to make a prepayment of the Asset Coverage Ratio for any Borrower Term Loan pursuant to Section 2.13(b)(i) or (b) such Net Cash Proceeds are used to pay consent fees to Lenders or repay Revolving Loans borrowed to pay consent fees to Lenders (including, in each case, in connection with Amendment No. 1)) exceeds $10,000,000, then the amount of such Unrestricted cash and Cash Equivalents in excess of $10,000,000 shall be less than its Permitted Asset Coverage Ratio, such Borrower shall, applied within three (3) Business DaysDays toward the reduction of outstanding amounts under first, prepay such principal amount of one Swing Loans and second, Revolving Loans, in each case, to the extent any are then outstanding and without resulting in a permanent reduction in any Revolving Commitments. Notwithstanding anything herein to the contrary, this Section 2.13(b)(vi) may not be amended, supplemented, modified or more Loans made to such Borrower, as may be necessary so that after such prepayment waived without the Asset Coverage Ratio for such Borrower shall equal or exceed its Permitted Asset Coverage Ratio. (b) On any date on which the Loans outstanding exceed the aggregate Commitment Amounts, the Borrowers that have Loans outstanding at such date shall immediately severally prepay such principal amount consent of the one or more Loans made to such Borrowers (together with accrued interest thereon) based upon each such Borrower’s pro rata share of such amount in excess of the aggregate Commitment Amounts as may be necessary to eliminate such excessRequired Revolving Lenders. (c) On any date on which the Loans outstanding of any Borrower exceed the Maximum Amount for such Borrower, such Borrower shall immediately prepay such principal amount of one or more Loans as may be necessary to eliminate such excess. (d) Each Swing Line Advance shall mature, and the principal amount thereof shall be due and payable, as provided in Section 2.1(b). (e) Each Loan (other than a Swing Line Advance) shall mature, and the principal amount thereof shall be due and payable, on the earlier of (i) the date that is (x) with respect to Tranche A Loans, thirty (30) days and (y) with respect to Tranche B Loans, ninety (90) days after the date of the making of such Loan or any Swing Line Advance refinanced with such Loan and (ii) the Termination Date. No proceeds of any Loan shall be used to refinance any Loan (other than a Swing Line Advance). (f) On the Termination Date, each Bank’s Commitment Amount permanently shall reduce to $0 and each Bank’s Commitment shall terminate. Each Borrower severally promises to pay on the Termination Date, and there shall become absolutely due and payable on the Termination Date, all of the Loans outstanding to it on such date, together with all accrued and unpaid interest thereon and all other amounts outstanding hereunder owing by it on such date. (g) On any date on which a Bank’s Commitment is terminated pursuant to Section 8.12, the Borrowers that have Loans outstanding at such date shall immediately severally prepay a portion of the outstanding principal amount of the one or more Loans made to such Borrowers (together with accrued interest thereon) equal to such Bank’s Commitment Percentage immediately prior to such termination, based upon each such Borrower’s pro rata share of such amount.

Mandatory Payments. (a) If at any time Maker shall make payments on this Note in an amount equal to: (i) One-fourth of the Asset Coverage Ratio for any Borrower shall be less than its Permitted Asset Coverage RatioPrincipal Amount, such Borrower shallplus all interest accrued on the Principal Amount through the date payment is made, within three on the last business day of the first full month immediately following the date hereof; (3ii) Business DaysOne-fourth of the Principal Amount, prepay such principal amount plus all interest accrued on the Principal Amount through the date payment is made, on the last business day of one or more Loans made to such Borrowerthe seventh full month following the date hereof; and (iii) One-fourth of the Principal Amount, as may be necessary so that after such prepayment plus all interest accrued on the Asset Coverage Ratio for such Borrower shall equal or exceed its Permitted Asset Coverage RatioPrincipal Amount through the date payment is made, on the last business day of the thirteenth full month following the date hereof. (iv) One-fourth of the Principal Amount, plus all interest accrued on the Principal Amount through the date payment is made, on the last business day of the nineteenth full month following the date hereof. (b) On any date Maker may authorize Payee to withhold amounts, if any, otherwise payable to Maker from Payee as bonus payments or advances on which bonus prior to final maturity hereof, and to apply such to payments then due under this Note by delivering to Payee the Loans outstanding exceed Authorization for Payroll Deduction for Loan in accordance with the aggregate Commitment Amountsterms of the Subscription Agreement. (c) Notwithstanding the foregoing, the Borrowers that have Loans outstanding at such date shall immediately severally prepay such principal amount of the one or more Loans made to such Borrowers (Principal Amount, together with accrued interest thereon) based , shall become due and payable in full immediately upon each the termination of Maker's employment with Payee or its affiliates or Maker's death; provided, however, that if upon such Borrower’s pro rata share termination of employment or death Payee is prohibited from purchasing the Shares by applicable law or any contract or agreement binding on Payee, this Note shall continue in full force and effect until such amount time as Payee notifies Maker in excess of writing that it is legally and contractually permitted to purchase the aggregate Commitment Amounts as may be necessary to eliminate such excess. (c) On any date on Shares, at which time the Loans outstanding of any Borrower exceed the Maximum Amount for such Borrower, such Borrower shall immediately prepay such principal amount of one or more Loans as may be necessary to eliminate such excess. (d) Each Swing Line Advance shall maturethis Note, and the principal amount thereof shall be due and payable, as provided in Section 2.1(b). (e) Each Loan (other than a Swing Line Advance) shall mature, and the principal amount thereof shall be due and payable, on the earlier of (i) the date that is (x) with respect to Tranche A Loans, thirty (30) days and (y) with respect to Tranche B Loans, ninety (90) days after the date of the making of such Loan or any Swing Line Advance refinanced with such Loan and (ii) the Termination Date. No proceeds of any Loan shall be used to refinance any Loan (other than a Swing Line Advance). (f) On the Termination Date, each Bank’s Commitment Amount permanently shall reduce to $0 and each Bank’s Commitment shall terminate. Each Borrower severally promises to pay on the Termination Date, and there shall become absolutely due and payable on the Termination Date, all of the Loans outstanding to it on such date, together with all accrued and unpaid interest thereon and all other amounts outstanding hereunder owing by it on such date. (g) On any date on which a Bank’s Commitment is terminated pursuant to Section 8.12, the Borrowers that have Loans outstanding at such date shall immediately severally prepay a portion of the outstanding principal amount of the one or more Loans made to such Borrowers (together with accrued interest thereon) equal to such Bank’s Commitment Percentage , shall become immediately prior to such termination, based upon each such Borrower’s pro rata share of such amountdue and payable.

Mandatory Payments. (a) If at any time Maker shall make payments on this Note in an amount equal to: (i) One-fourth of the Asset Coverage Ratio for any Borrower shall be less than its Permitted Asset Coverage RatioPrincipal Amount, such Borrower shallplus all interest accrued on the Principal Amount through the date payment is made, within three on the last business day of the first full month immediately following the date hereof; (3ii) Business DaysOne-fourth of the Principal Amount, prepay such principal amount plus all interest accrued on the Principal Amount through the date payment is made, on the last business day of one or more Loans made to such Borrowerthe sixth month following the date hereof; and (iii) One-fourth of the Principal Amount, as may be necessary so that after such prepayment plus all interest accrued on the Asset Coverage Ratio for such Borrower shall equal or exceed its Permitted Asset Coverage RatioPrincipal Amount through the date payment is made, on the last business day of the twelfth month following the date hereof. (iv) One-fourth of the Principal Amount, plus all interest accrued on the Principal Amount through the date payment is made, on the last business day of the eighteenth month following the date hereof. (b) On any date Maker may authorize Payee to withhold amounts, if any, otherwise payable to Maker from Payee as bonus payments or advances on which bonus prior to final maturity hereof, and to apply such to payments then due under this Note by delivering to Payee the Loans outstanding exceed Authorization for Payroll Deduction for Loan in accordance with the aggregate Commitment Amountsterms of the Subscription Agreement. (c) Notwithstanding the foregoing, the Borrowers that have Loans outstanding at such date shall immediately severally prepay such principal amount of the one or more Loans made to such Borrowers (Principal Amount, together with accrued interest thereon) based , shall become due and payable in full immediately upon each the termination of Maker's employment with Payee or its affiliates or Maker's death; provided, however, that if upon such Borrower’s pro rata share termination of employment or death Payee is prohibited from purchasing the Shares by applicable law or any contract or agreement binding on Payee, this Note shall continue in full force and effect until such amount time as Payee notifies Maker in excess of writing that it is legally and contractually permitted to purchase the aggregate Commitment Amounts as may be necessary to eliminate such excess. (c) On any date on Shares, at which time the Loans outstanding of any Borrower exceed the Maximum Amount for such Borrower, such Borrower shall immediately prepay such principal amount of one or more Loans as may be necessary to eliminate such excess. (d) Each Swing Line Advance shall maturethis Note, and the principal amount thereof shall be due and payable, as provided in Section 2.1(b). (e) Each Loan (other than a Swing Line Advance) shall mature, and the principal amount thereof shall be due and payable, on the earlier of (i) the date that is (x) with respect to Tranche A Loans, thirty (30) days and (y) with respect to Tranche B Loans, ninety (90) days after the date of the making of such Loan or any Swing Line Advance refinanced with such Loan and (ii) the Termination Date. No proceeds of any Loan shall be used to refinance any Loan (other than a Swing Line Advance). (f) On the Termination Date, each Bank’s Commitment Amount permanently shall reduce to $0 and each Bank’s Commitment shall terminate. Each Borrower severally promises to pay on the Termination Date, and there shall become absolutely due and payable on the Termination Date, all of the Loans outstanding to it on such date, together with all accrued and unpaid interest thereon and all other amounts outstanding hereunder owing by it on such date. (g) On any date on which a Bank’s Commitment is terminated pursuant to Section 8.12, the Borrowers that have Loans outstanding at such date shall immediately severally prepay a portion of the outstanding principal amount of the one or more Loans made to such Borrowers (together with accrued interest thereon) equal to such Bank’s Commitment Percentage , shall become immediately prior to such termination, based upon each such Borrower’s pro rata share of such amountdue and payable.

Mandatory Payments. (a) If at any time the Asset Coverage Ratio for any Borrower shall be less than its Permitted Asset Coverage Ratio3 to 1, such Borrower shall, within three (3) Business Days, prepay such principal amount of one or more Loans made to such Borrower, as may be necessary so that after such prepayment the Asset Coverage Ratio for such Borrower shall equal or not exceed its Permitted Asset Coverage Ratio3 to 1. (b) On any date on which the Loans outstanding exceed the aggregate Commitment Amounts, the Borrowers that Borrowers, which have Loans outstanding at such date date, shall immediately severally prepay such principal amount of the one or more Loans made to such Borrowers (together with accrued interest thereon) based upon each such Borrower’s 's pro rata share of such amount in excess of the aggregate Commitment Amounts Amounts, as may be necessary to eliminate such excess. (c) On any date on which the Loans outstanding of any Borrower exceed the Maximum Amount for such Borrower, such Borrower shall immediately prepay such principal amount of one or more Loans Loans, as may be necessary to eliminate such excess. (d) Each Swing Line Advance shall mature, and the principal amount thereof shall be due and payable, as provided in Section 2.1(b). (e) Each Loan (other than a Swing Line Advance) shall mature, and the principal amount thereof shall be due and payable, on the earlier of (i) the date that is (x) with respect to Tranche A Loans, thirty (30) days and (y) with respect to Tranche B Loans, ninety (90) 60 days after the date of the making of such Loan or any Swing Line Advance refinanced with such Loan and (ii) the Termination Date. No proceeds of any Loan shall be used to refinance any Loan (other than a Swing Line Advance). (f) On the Termination Date, each Bank’s 's Commitment Amount permanently shall reduce to $0 and each Bank’s 's Commitment shall terminate. Each Borrower severally promises to pay on the Termination Date, and there shall become absolutely due and payable on the Termination Date, all of the Loans outstanding to it on such date, together with all accrued and unpaid interest thereon and all other amounts outstanding hereunder owing by it on such date. (g) On any date on which a Bank’s Commitment is terminated pursuant to Section 8.12, the Borrowers that have Loans outstanding at such date shall immediately severally prepay a portion of the outstanding principal amount of the one or more Loans made to such Borrowers (together with accrued interest thereon) equal to such Bank’s Commitment Percentage immediately prior to such termination, based upon each such Borrower’s pro rata share of such amount.

Mandatory Payments. (i) No later than three (3) Business Days following the date of receipt by the Borrower or any of its Restricted Subsidiaries of (x) any Net Cash Proceeds of any Asset Sale(other than any Sale and Lease-Back Transaction the Net Cash Proceeds of which are not used to pay consent fees to Lenders or repay Revolving Loans borrowed to pay consent fees to Lenders (including, in each case, in connection with Amendment No. 1)), to the extent that the aggregate amount of Net Cash Proceeds from such Asset Sale exceeds $25,000,000 at any time after the Closing Date, or (y) any Net Cash Proceeds from any Event of Loss, to the extent that the aggregate amount of the Net Cash Proceeds from such Event of Loss exceeds $5,000,000 or (z) any Net Cash Proceeds of any Asset Sale that is a Sale and Lease-Back Transaction (other than any Sale and Lease-Back Transaction the Net Cash Proceeds of which are used to pay consent fees to Lenders or repay Revolving Loans borrowed to pay consent fees to Lenders (including, in each case, in connection with Amendment No. 1),the Borrower shall prepay Term Loans in an amount equal to 100% of all such Net Cash Proceeds (limited, in the case of the Net Cash Proceeds of Asset Sales, (other than any Sale and Lease-Back Transaction the Net Cash Proceeds of which are not used to pay consent fees to Lenders or repay Revolving Loans borrowed to pay consent fees to Lenders (including, in each case, in connection with Amendment No. 1)), to amounts in excess of $25,000,000, and in the case of Net Cash Proceeds from any Event of Loss, to amounts in excess of $5,000,000); provided, that, the Borrower shall not be required to prepay the Obligations with respect to (i) Net Cash Proceeds from Asset Sales permitted under Section 7.02(b)(i)-(v), (ii) so long as no Default or Event of Default has occurred and is continuing, Net Cash Proceeds from an Event of Loss or Asset Sales (other than any Sale and Lease-Back Transaction) that are reinvested in assets then used or usable in the business of the Borrower and its Restricted Subsidiaries within 365 days following receipt thereof or committed to be reinvested prior to the expiration of such 365 day period (as certified to the Administrative Agent by an Authorized Officer of the Borrower on or before the end of such applicable 365 day period) and actually reinvested within 540 days following receipt thereof, and (iii) to the extent set forth in subsection (iv) of this clause (b). Any such prepayment shall be applied in accordance with subsection (vivii) of this clause (b). (ii) No later than three (3) Business Days following the date of receipt by the Borrower or any of its Restricted Subsidiaries of any Net Cash Proceeds from any issuance of Indebtedness by the Borrower or any of its Restricted Subsidiaries, the Borrower shall prepay Term Loans in an amount equal to all such Net Cash Proceeds; provided that the Borrower shall not be required to prepay Term Loans with respect to Net Cash Proceeds of Indebtedness permitted under Section 7.04 (other than Permitted Unsecured Refinancing Debt, Permitted First Priority Refinancing Debt, Permitted Junior Refinancing Debt and any other Credit Agreement Refinancing Indebtedness). Any such prepayment shall be applied in accordance with subsection (vivii) of this clause (b). (iii) After the end of each fiscal year of the Borrower (commencing with the fiscal year ending December 31, 2022), within five (5) Business Days after the earlier to occur of (x) the delivery of the financial statements and related Compliance Certificate for such fiscal year and (y) the date on which the financial statements and related Compliance Certificate for such fiscal year are required to be delivered pursuant to Section 6.01, the Borrower shall prepay Term Loans in an aggregate principal amount equal to (A) the Applicable ECF Percentage of Excess Cash Flow (calculated after giving pro forma effect to any prepayments or repurchases of Loans and any Capital Expenditure, Permitted Acquisition and Investments, in each case, pursuant to the immediately following clause (B)), if any, for such fiscal year, minus (B) at the Borrower’s option, the sum of (1) all voluntary prepayments and/or repurchases of Term Loans and/or Revolving Loans (in the case of Revolving Loans, solely to the extent accompanied by permanent reductions in the Revolving Commitments) plus (2) all voluntary prepayments, repurchases or redemptions (including any premium, make-whole or penalty payments) of any Permitted First Priority Refinancing Debt or other Indebtedness permitted hereunder that is secured on a pari passu basis with the Obligations (and in the case of revolving Indebtedness, solely to the extent accompanied by a permanent reduction in the commitments in respect of such revolving Indebtedness) made during such fiscal year or after year-end and prior to the date such Excess Cash Flow payment, if any, is due for such fiscal year (limited, in the case of repurchases at or below par pursuant to Section 2.13(e) or 11.06(g), to the amount of cash used to make such purchases) plus (3) the amount of Capital Expenditures made in cash or accrued during such period or after such period but prior to the date such Excess Cash Flow payment, if any, is due for such fiscal year plus (4) without duplication of amounts deducted pursuant to clause (b)(x) of the definition of the term “Excess Cash Flow”, the amount of Permitted Acquisitions and Investments (other than Investments made pursuant to Sections 7.05(a), (f), (h) or (j)) made in cash (including any customary fees, expenses and charges in connection therewith) during such period or after such period but prior to date such Excess Cash Flow payment, if any, is due for such fiscal year, except, in each case, to the extent financed with the proceeds of long-term Indebtedness plus (5) the aggregate amount of cash committed during such period or after such period but prior to the date such Excess Cash Flow payment, if any, is due for such fiscal year (the “Contract Consideration”) to be used to make Capital Expenditures, Permitted Acquisitions or Investments (other than Investments made pursuant to Sections 7.05(a), (f), (h) or (j)) in the succeeding twelve months for which a binding agreement exists; provided that if the aggregate amount of cash actually used in the succeeding twelve months is less than the Contract Consideration, the amount of such shortfall shall be added to the calculation of Excess Cash Flow in the immediately following fiscal year; provided that the Borrower shall only be required to make a prepayment pursuant to this Section 2.05(b)(iii) to the extent that such amount is in excess of $5,000,000. Any such prepayment shall be applied in accordance with subsection (vivii) of this clause (b). (iv) Notwithstanding any other provisions of this Section 2.13 to the contrary, (A) to the extent that any or all of the Net Cash Proceeds of any Asset Sale by, or an Event of Loss of, a Foreign Subsidiary (“Foreign Disposition”) or Excess Cash Flow attributable to Foreign Subsidiaries is prohibited or delayed by applicable local law from being repatriated to the United States, an amount equal to the portion of such Net Cash Proceeds or Excess Cash Flow so affected will not be required to be applied to repay Term Loans at the times provided in this Section 2.13 so long, but only so long, as the applicable local law will not permit repatriation to the United States (the Borrower hereby agreeing to use commercially reasonable efforts to cause the applicable Foreign Subsidiary to promptly take all actions required by the applicable local law to permit such repatriation), and once such repatriation of any of such affected Net Cash Proceeds or Excess Cash Flow is permitted under the applicable local law, an amount equal to such Net Cash Proceeds or Excess Cash Flow will be promptly applied (net of additional taxes that would be payable or reserved against as a result of repatriating such amount, but without duplication of any such taxes already subtracted from Excess Cash Flow or Net Cash Proceeds pursuant to the definitions thereof) to the repayment of the Term Loans pursuant to this Section 2.13 and (B) to the extent that the Borrower has reasonably determined that repatriation of any of or all the Net Cash Proceeds of any Foreign Disposition or Foreign Subsidiary Excess Cash Flow would have material adverse tax cost consequences with respect to such Net Cash Proceeds or Excess Cash Flow, an amount equal to such Net Cash Proceeds or Excess Cash Flow so affected will not be required to be applied to repay Term Loans at the times provided in this Section 2.13. In addition, all mandatory prepayments pursuant to this Section 2.13(b) are subject to permissibility under (A) local law (including financial assistance, corporate benefit, restrictions on upstreaming of cash intra-group and fiduciary and statutory duties of the directors of the relevant Subsidiaries) and (B) organizational document and other restrictions (including as a result of minority ownership). The non-application of any mandatory prepayment as a result of this Section 2.13(b)(iv) will not constitute a Default or Event of Default and such amounts shall be available for working capital purposes of the Borrower and the Restricted Subsidiaries. (v) The Revolving Loans shall be subject to mandatory repayment or prepayment (in the case of any partial prepayment conforming to the requirements as to the amounts of partial prepayments set forth in Section 2.13(a) above), and the LC Outstandings shall be subject to cash collateralization requirements, in accordance with the following provisions: (A) If on any date (after giving effect to any other payments on such date) (A) the Revolving Facility Exposure of any Lender exceeds such Lender’s Revolving Commitment (whether due to a change in the Dollar Equivalent such Lender’s Revolving Facility Exposure or otherwise), (B) the sum of (1) the Aggregate Revolving Facility Exposure and (2) the outstanding principal amount of Swing Loans, exceeds the Total Revolving Commitment (in the case of clauses (1) or (3), whether due to a change in the Dollar Equivalent of the Aggregate Revolving Facility Exposure or otherwise), or (C) the aggregate principal amount of Swing Loans outstanding exceeds the Swing Line Commitment, then, in the case of each of the foregoing, the Borrower shall, on such day, prepay on such date the principal amount of the Revolving Loans and, after the Revolving Loans have been paid in full, Unreimbursed Drawings, in an aggregate amount at least equal to such excess. (B) If on any date the LC Outstandings exceed the LC Commitment Amount, then the applicable LC Obligor or the Borrower shall, on such day, pay to the Administrative Agent an amount in cash equal to such excess and the Administrative Agent shall hold such payment as security for the reimbursement obligations of the applicable LC Obligors hereunder in respect of Letters of Credit pursuant to a cash collateral agreement to be entered into in form and substance reasonably satisfactory to the Administrative Agent, each LC Issuer and the Borrower (which shall permit certain investments in Cash Equivalents reasonably satisfactory to the Administrative Agent, each LC Issuer and the Borrower until the proceeds are applied to any Unreimbursed Drawing or to any other Obligations in accordance with any such cash collateral agreement and which shall provide for regular remittance to the Borrower of any interest accrued on such cash collateral amount). (vi) If, as of the close of business on any Business Day during the Restricted Period, the aggregate amount of Unrestricted cash and Cash Equivalents of the Borrower and its Domestic Subsidiaries (other than any such Unrestricted cash and Cash Equivalents representing Net Cash Proceeds received by Borrower or any of its Restricted Subsidiaries in connection with an Asset Sale to the extent (a) If at any time such Net Cash Proceeds are required to be used to make a prepayment of the Asset Coverage Ratio for any Borrower Term Loan pursuant to Section 2.13(b)(i) or (b) such Net Cash Proceeds are used to pay consent fees to Lenders or repay Revolving Loans borrowed to pay consent fees to Lenders (including, in each case, in connection with Amendment No. 1)) exceeds $10,000,000, then the amount of such Unrestricted cash and Cash Equivalents in excess of $10,000,000 shall be less than its Permitted Asset Coverage Ratio, such Borrower shall, applied within three (3) Business DaysDays toward the reduction of outstanding amounts under first, prepay such principal amount of one Swing Loans and second, Revolving Loans, in each case, to the extent any are then outstanding and without resulting in a permanent reduction in any Revolving Commitments. Notwithstanding anything herein to the contrary, this Section 2.13(b)(vi) may not be amended, supplemented, modified or more Loans made to such Borrower, as may be necessary so that after such prepayment waived without the Asset Coverage Ratio for such Borrower shall equal or exceed its Permitted Asset Coverage Ratio. (b) On any date on which the Loans outstanding exceed the aggregate Commitment Amounts, the Borrowers that have Loans outstanding at such date shall immediately severally prepay such principal amount consent of the one or more Loans made to such Borrowers (together with accrued interest thereon) based upon each such Borrower’s pro rata share of such amount in excess of the aggregate Commitment Amounts as may be necessary to eliminate such excessRequired Revolving Lenders. (c) On any date on which the Loans outstanding of any Borrower exceed the Maximum Amount for such Borrower, such Borrower shall immediately prepay such principal amount of one or more Loans as may be necessary to eliminate such excess. (d) Each Swing Line Advance shall mature, and the principal amount thereof shall be due and payable, as provided in Section 2.1(b). (e) Each Loan (other than a Swing Line Advance) shall mature, and the principal amount thereof shall be due and payable, on the earlier of (i) the date that is (x) with respect to Tranche A Loans, thirty (30) days and (y) with respect to Tranche B Loans, ninety (90) days after the date of the making of such Loan or any Swing Line Advance refinanced with such Loan and (ii) the Termination Date. No proceeds of any Loan shall be used to refinance any Loan (other than a Swing Line Advance). (f) On the Termination Date, each Bank’s Commitment Amount permanently shall reduce to $0 and each Bank’s Commitment shall terminate. Each Borrower severally promises to pay on the Termination Date, and there shall become absolutely due and payable on the Termination Date, all of the Loans outstanding to it on such date, together with all accrued and unpaid interest thereon and all other amounts outstanding hereunder owing by it on such date. (g) On any date on which a Bank’s Commitment is terminated pursuant to Section 8.12, the Borrowers that have Loans outstanding at such date shall immediately severally prepay a portion of the outstanding principal amount of the one or more Loans made to such Borrowers (together with accrued interest thereon) equal to such Bank’s Commitment Percentage immediately prior to such termination, based upon each such Borrower’s pro rata share of such amount.

Mandatory Payments. (a) If at Subject to Section 7.1 hereof, when any time Loan Party sells or otherwise disposes of any Collateral other than Inventory in the Asset Coverage Ratio Ordinary Course of Business, Borrowers shall repay the Advances in an amount equal to the Net Cash Proceeds received by such Loan Party in connection with such sale or disposition to the extent that the amount of Net Cash Proceeds received such by Loan Party exceeds (I) $250,000 for any Borrower shall be less than its Permitted Asset Coverage Ratiosuch single sale or disposition or (II) $1,000,000 with respect to all such sales or dispositions occurring in any fiscal year, such Borrower shall, within repayments to be made promptly but in no event more than three (3) Business DaysDays following receipt of such Net Cash Proceeds, prepay and until the date of payment, such principal amount proceeds shall be held in trust for Agent. The foregoing shall not be deemed to be implied consent to any such sale otherwise prohibited by the terms and conditions hereof. Notwithstanding the foregoing and provided no Event of Default has occurred and is continuing, such Net Cash Proceeds shall not be required to be so applied to the extent (A) the Borrowing Agent delivers to the Agent concurrently with the consummation of such sale or other disposition, a certificate stating that Borrowers intend to use such Net Cash Proceeds to acquire fixed, capital or replacement assets used or useful in the Loan Parties' business within one or more Loans made to such Borrower, as may be necessary so that after such prepayment the Asset Coverage Ratio for such Borrower shall equal or exceed its Permitted Asset Coverage Ratio. hundred eighty (b180) On any date on which the Loans outstanding exceed the aggregate Commitment Amounts, the Borrowers that have Loans outstanding at such date shall immediately severally prepay such principal amount days of the one or more Loans made to such Borrowers (together with accrued interest thereon) based upon each such Borrower’s pro rata share receipt of such amount Net Cash Proceeds and (B) Borrowers in excess of the aggregate Commitment Amounts as may be necessary to eliminate such excess. (c) On any date on which the Loans outstanding of any Borrower exceed the Maximum Amount for such Borrower, such Borrower shall immediately prepay such principal amount of one or more Loans as may be necessary to eliminate such excess. (d) Each Swing Line Advance shall mature, and the principal amount thereof shall be due and payable, as provided in Section 2.1(b). (e) Each Loan (other than a Swing Line Advance) shall mature, and the principal amount thereof shall be due and payable, on the earlier of (i) the date that is fact either (x) with respect to Tranche A Loans, thirty reinvest such Net Cash Proceeds within such one hundred eighty (30180) days and day period or (y) with respect enter into a binding commitment to Tranche B Loansreinvestment such Net Cash Proceeds within such one hundred eighty (180) day period and if so committed, make such reinvestment within ninety (90) days after such initial one hundred eighty (180) day period. Any Net Cash Proceeds not so reinvested shall be applied to prepay the date Advances. Such repayments shall be applied (x) first, to the outstanding principal installments of the making Term Loan in the inverse order of the maturities thereof and (y) second, to the remaining Advances (including cash collateralization of all Obligations relating to any outstanding Letters of Credit in accordance with the provisions of Section 3.2(b); provided however that if no Default or Event of Default has occurred and is continuing, such Loan repayments shall be applied to cash collateralize any Obligations related to outstanding Letters of Credit last) in such order as Agent may determine, subject to Borrowers’ ability to reborrow Revolving Advances in accordance with the terms hereof . (b) In the event of any issuance or other incurrence of Indebtedness (other than Permitted Indebtedness) by Borrowers, Borrowers shall, no later than three (3) Business Days after the receipt by Borrowers of the Net Cash Proceeds from any Swing Line Advance refinanced with such Loan and issuance or incurrence of Indebtedness repay the Advances in an amount equal to such Net Cash Proceeds. Such repayments will be applied in the same manner as set forth in Section 2.20(a) hereof. (c) All Net Cash Proceeds received by Borrowers (i) under any insurance policy on account of damage or destruction of any assets or property of any Borrowers, or (ii) the Termination Date. No proceeds as a result of any Loan taking or condemnation of any assets or property in excess of (I) $250,000 with respect to any single loss, taking or condemnation by Borrowers or (II) $1,000,000 with respect to all such losses, takings or condemnations received by Borrowers in any fiscal year shall be applied in accordance with Section 2.20(a). Notwithstanding the foregoing and provided no Event of Default has occurred and is continuing, Net Cash Proceeds of casualty insurance and/or condemnation awards shall not be required to be so applied to the extent (A) the Borrowing Agent delivers to the Agent promptly following the casualty or condemnation stating that it intends to use such proceeds to repair or replace the assets so destroyed or condemned or acquire fixed or capital assets used to refinance any or useful in the Loan Parties' business within one hundred eighty (other than a Swing Line Advance). (f180) On the Termination Date, each Bank’s Commitment Amount permanently shall reduce to $0 and each Bank’s Commitment shall terminate. Each Borrower severally promises to pay on the Termination Date, and there shall become absolutely due and payable on the Termination Date, all days of the Loans outstanding to it on such date, together with all accrued and unpaid interest thereon and all other amounts outstanding hereunder owing by it on such date. (g) On any date on which a Bank’s Commitment is terminated pursuant to Section 8.12, the Borrowers that have Loans outstanding at such date shall immediately severally prepay a portion of the outstanding principal amount of the one or more Loans made to such Borrowers (together with accrued interest thereon) equal to such Bank’s Commitment Percentage immediately prior to such termination, based upon each such Borrower’s pro rata share receipt of such amountNet Cash Proceeds and (B) Borrowers in fact either (x) so use such proceeds within such within such one hundred eighty (180) day period or (y) enter into a binding commitment use such proceeds within such one hundred eighty (180) day period and if so committed, use such proceeds within sixty (60) days after such initial one hundred eighty (180) day period. Any Net Cash Proceeds not so reinvested shall be applied to prepay the Advances in the same manner as set forth in Section 2.20(a) hereof.

Mandatory Payments. (a) If at any time the Asset Coverage Ratio for any Borrower shall be less than its Permitted Asset Coverage Ratio3 to 1, such Borrower shall, within three (3) Business Days, prepay such principal amount of one or more Loans made to such Borrower, as may be necessary so that after such prepayment the Asset Coverage Ratio for such Borrower shall equal or not exceed its Permitted Asset Coverage Ratio3 to 1. (b) On any date on which the Loans outstanding exceed the aggregate Commitment Amounts, the Borrowers that Borrowers, which have Loans outstanding at such date date, shall immediately severally prepay such principal amount of the one or more Loans made to such Borrowers (together with accrued interest thereon) based upon each such Borrower’s pro rata share of such amount in excess of the aggregate Commitment Amounts Amounts, as may be necessary to eliminate such excess. (c) On any date on which the Loans outstanding of any Borrower exceed the Maximum Amount for such Borrower, such Borrower shall immediately prepay such principal amount of one or more Loans Loans, as may be necessary to eliminate such excess. (d) Each Swing Line Advance shall mature, and the principal amount thereof shall be due and payable, as provided in Section 2.1(b). (e) Each Loan (other than a Swing Line Advance) shall mature, and the principal amount thereof shall be due and payable, on the earlier of (i) the date that is (x) with respect to Tranche A Loans, thirty (30) days and (y) with respect to Tranche B Loans, ninety (90) 60 days after the date of the making of such Loan or any Swing Line Advance refinanced with such Loan and (ii) the Termination Date. No proceeds of any Loan shall be used to refinance any Loan (other than a Swing Line Advance). (f) On the Termination Date, each Bank’s Commitment Amount permanently shall reduce to $0 and each Bank’s Commitment shall terminate. Each Borrower severally promises to pay on the Termination Date, and there shall become absolutely due and payable on the Termination Date, all of the Loans outstanding to it on such date, together with all accrued and unpaid interest thereon and all other amounts outstanding hereunder owing by it on such date. (g) On any date on which a Bank’s Commitment is terminated pursuant to Section 8.12, the Borrowers that have Loans outstanding at such date shall immediately severally prepay a portion of the outstanding principal amount of the one or more Loans made to such Borrowers (together with accrued interest thereon) equal to such Bank’s Commitment Percentage immediately prior to such termination, based upon each such Borrower’s pro rata share of such amount.

Mandatory Payments. SECTION 2.6.1.1. In addition to each other principal payment required hereunder, the outstanding principal balances of Term Loan A shall be repaid on the Term Loan A Repayment Date, the outstanding principal balances of Term Loan B shall be repaid on the Term Loan B Repayment Date and the outstanding principal balances of the Revolving Credit Loans shall be repaid on the Revolving Credit Repayment Date. SECTION 2.6.1.2. On or before the 90th day after the end of each fiscal year of the Borrower commencing with the fiscal year ending December 31, 1998, the Borrower shall prepay to the Agent for the accounts of the Lenders in accordance with their Pro Rata Shares an amount of the outstanding principal balances of the Term Loans equal to (i) 75% of the amount, if any, of Excess Cash Flow for such fiscal year (provided that such amount shall be reduced to 50% of the amount, if any, of Excess Cash Flow for such fiscal year if, based upon the financial statements for the Borrower's fiscal year end delivered to the Agent pursuant to SECTION 5.3.2, the ratio of (a) If total Senior Debt on a consolidated basis as of the last day of the most recently ended fiscal quarter of the Borrower to (b) EBITDA, is less than 2.25:1.0) LESS (ii) voluntary prepayments of the Term Loans made during such fiscal year. Such prepayments shall be in addition to any and all other mandatory and voluntary prepayments required or permitted hereunder and shall be applied to the principal installments of the Term Loans in accordance with SECTION 2.6.1.6. SECTION 2.6.1.3. In the event that the Borrower or any Subsidiary is entitled to receive any Extraordinary Receipts, the Borrower upon receipt of such proceeds shall make a prepayment of the Term Loans for the accounts of the Lenders in accordance with their Pro Rata Shares. All such payments shall be applied to the principal installments of the Term Loans in accordance with SECTION 2.6.1.6. SECTION 2.6.1.4. In the event that the Borrower and/or any Subsidiary sells, assigns or otherwise transfers title to any asset other than in the ordinary course of its business for net cash proceeds in the aggregate since the Closing Date in excess of $500,000, the Borrower and/or such Subsidiary shall remit 100% of the net cash proceeds of such sale, assignment or other transfer to the Agent for the accounts of the Lenders in accordance with their Pro Rata Shares to be applied to the principal installments of the Term Loans in accordance with SECTION 2.6.1.6 within 10 Business Days of the date of Borrower's or any Subsidiary's receipt of such net cash proceeds; provided, however, that Borrower may sell any of its equipment which is obsolete, worn-out or no longer used or useful in Borrower's or any Subsidiary's business and Borrower or any Subsidiaries may use the proceeds of such sale to purchase other equipment which is useful or necessary in the operation of Borrower's or any Subsidiary's business and that Borrower or any Subsidiaries may also sell inventory in the ordinary course of its business. SECTION 2.6.1.5. In the event that the Borrower and/or any Subsidiary sells or issues any class of the Borrower's or any Subsidiary's equity securities, the Borrower and/or such Subsidiary upon receipt of the net aggregate cash consideration from the sale or issuance of any such equity shall prepay the amount of such net cash proceeds to the Agent for the accounts of the Lenders in accordance with their Pro Rata Shares to be applied to the principal installments of the Term Loans in accordance with SECTION 2.6.1.6 within 10 Business Days of the date of Borrower's or any Subsidiary's receipt of such net cash proceeds. Notwithstanding the foregoing, at any time after the Asset Coverage Ratio for Closing Date, and if and so long as no Event of Default or Default exists and is continuing, the Borrower may apply any net cash proceeds from the sale or issuance of any class of the Borrower's or any Subsidiary's equity securities to reduce the then-outstanding balance of the Subordinated Debt. SECTION 2.6.1.6. Any amounts repaid by the Borrower and/or any Subsidiary under this SECTION 2.6.1 shall be less than its Permitted Asset Coverage Ratioapplied to the principal installments of the Term Loans under SECTIONS 2.1.1 and 2.1.2 in accordance with the following: pro- rata between Term Loan A and Term Loan B, such Borrower shall, within three (3) Business Days, prepay such principal amount of one or more Loans made amounts then to such Borrower, as may be necessary so that after such prepayment applied on a pro-rata basis to the Asset Coverage Ratio for such Borrower shall equal or exceed its Permitted Asset Coverage Ratio. (b) On any date on which the Loans outstanding exceed the aggregate Commitment Amounts, the Borrowers that have Loans outstanding at such date shall immediately severally prepay such principal amount respective amounts of the one or more Loans made remaining payments to such Borrowers (together with accrued interest thereon) based upon each such Borrower’s pro reduce the remaining quarterly payments thereof; provided, however, that so long as any amounts of Term Loan A remain outstanding, any Lender of Term Loan B may elect to refuse its pro-rata share of such amount in excess amounts allocable to Term Loan B and its share shall then be applied on a pro-rata basis to the respective amounts of the aggregate Commitment Amounts as may be necessary to eliminate such excess. (c) On remaining quarterly payments of Term Loan A. In the event that any payment or prepayment of a Libor Loan under this SECTION 2.6.1 is received on a date on which other than the Loans outstanding last day of any Borrower exceed the Maximum Amount for such Borroweran Interest Period, such Borrower shall immediately prepay such principal amount of one payment or more Loans as may be necessary to eliminate such excess. (d) Each Swing Line Advance shall mature, and the principal amount thereof prepayment shall be due held by the Agent in a separate, interest bearing account (as reasonably selected by the Agent and payablewhich amounts may bear interest in an amount less than the Interest Rate then applicable to such amounts) and be pledged to the Agent as collateral for the Obligations of the Borrower arising in connection with the Financing Documents until the last day of the then current Interest Period, as provided at which time the Agent shall apply such payment or prepayment, for the account of the Lenders in Section 2.1(b). (e) Each Loan (other than a Swing Line Advance) shall matureaccordance with their Pro Rata Shares, and to the principal amount thereof shall be due and payable, on the earlier of (i) the date that is (x) with respect to Tranche A outstanding Libor Loans, thirty (30) days and (y) with respect to Tranche B Loans, ninety (90) days after the date of the making of for which such Loan or any Swing Line Advance refinanced with such Loan and (ii) the Termination day is an Interest Adjustment Date. No proceeds of any Loan shall be used to refinance any Loan (other than a Swing Line Advance). (f) On the Termination Date, each Bank’s Commitment Amount permanently shall reduce to $0 and each Bank’s Commitment shall terminate. Each Borrower severally promises to pay on the Termination Date, and there shall become absolutely due and payable on the Termination Date, all of the Loans outstanding to it on such date, together with all accrued and unpaid interest thereon and all other amounts outstanding hereunder owing by it on such date. (g) On any date on which a Bank’s Commitment is terminated pursuant to Section 8.12, the Borrowers that have Loans outstanding at such date shall immediately severally prepay a portion of the outstanding principal amount of the one or more Loans made to such Borrowers (together with accrued interest thereon) equal to such Bank’s Commitment Percentage immediately prior to such termination, based upon each such Borrower’s pro rata share of such amount.

Mandatory Payments. (a) If at In the event that the Servicer, the Administrative Agent or any time Lender Group Agent determines that a Borrowing Base Deficiency exists, the Asset Coverage Ratio for any Borrower shall be less than its Permitted Asset Coverage Ratioparty making such determination shall, such within one (1) Business Day, notify the Borrower, the Servicer, the Administrative Agent and the Lender Group Agents in writing thereof and the Borrower shall, within three as soon as practicable, cure such Borrowing Base Deficiency by (3i) Business Daysprepaying the Loans Outstanding such that, prepay such principal amount of one or more Loans made after giving effect to such Borrowerprepayment, as may be necessary so that the Loans Outstanding do not exceed the sum of (x) the Borrowing Base and (y) the cash on deposit in the Collection Account on such date, (ii) pledging additional Eligible Receivables such that, after giving effect to the inclusion of such prepayment additional Eligible Receivables in the Asset Coverage Ratio for Collateral, the Loans Outstanding do not exceed the sum of (x) the Borrowing Base and (y) the cash on deposit in the Collection Account on such date or (iii) a combination of the foregoing. The Borrower shall equal or exceed its Permitted Asset Coverage Ratiopay all Hedge Termination Payments due to the relevant Hedge Counterparties for any termination of the related Hedge Transactions in connection with such prepayment. (b) On any date on which The Borrower promises to pay to the Loans outstanding exceed Administrative Agent for the aggregate Commitment Amountsaccount of each Lender, the Borrowers that have Loans outstanding at such date shall immediately severally prepay such principal amount of the one or more Loans made to such Borrowers (together with accrued interest thereon) based upon each such Borrower’s pro rata share of such amount in excess of the aggregate Commitment Amounts as may be necessary to eliminate such excess. (c) On any date on which the Loans outstanding of any Borrower exceed the Maximum Amount for such Borrower, such Borrower shall immediately prepay such principal amount of one or more Loans as may be necessary to eliminate such excess. (d) Each Swing Line Advance shall mature, and the principal amount thereof shall be due and payable, as provided in Section 2.1(b). (e) Each Loan (other than a Swing Line Advance) shall mature, and the principal amount thereof shall be due and payable, on the earlier of (i) upon the date that is (x) with respect to Tranche A Loans, thirty (30) days and (y) with respect to Tranche B Loans, ninety (90) days after the date written request of the making Administrative Agent, all Breakage Costs, the amount of which shall determined by a Lender, set forth in a written notice with reasonable detail regarding computation, delivered to the Borrower and the Administrative Agent no later than the fourth (4th) Business Day immediately preceding the Payment Date on which payment of such Loan or any Swing Line Advance refinanced with such Loan Breakage Costs is to be requested, and which shall be conclusive absent manifest error and (ii) the Termination Date. No proceeds of any Loan shall be used to refinance any Loan (other than a Swing Line Advance). (f) On the Termination Date, each Bank’s Commitment Amount permanently shall reduce to $0 and each Bank’s Commitment shall terminate. Each Borrower severally promises to pay on the Termination Date, and there shall become absolutely due and payable on the Termination Date, all of the Loans outstanding to it on such date, together with all accrued and unpaid interest thereon and all other amounts outstanding hereunder owing required to be paid by it on such datethe Borrower in accordance herewith. (g) On any date on which a Bank’s Commitment is terminated pursuant to Section 8.12, the Borrowers that have Loans outstanding at such date shall immediately severally prepay a portion of the outstanding principal amount of the one or more Loans made to such Borrowers (together with accrued interest thereon) equal to such Bank’s Commitment Percentage immediately prior to such termination, based upon each such Borrower’s pro rata share of such amount.

Mandatory Payments. (a) If at any time the Asset Coverage Ratio for any Borrower shall be less than its Permitted Asset Coverage Ratio, such Borrower shall, within three (3) Business Days, prepay such principal amount of one or more Loans made to such Borrower, as may be necessary so that after such prepayment the Asset Coverage Ratio for such Borrower shall equal or exceed its Permitted Asset Coverage Ratio. (b) On any date on which which: (i) the Loans outstanding exceed the aggregate Commitment Amounts, the Borrowers that have Loans outstanding at such date shall immediately severally prepay such principal amount of the one or more Loans made to such Borrowers (together with accrued interest thereon) based upon each such Borrower’s pro rata share of such amount in excess of the aggregate Commitment Amounts Loans outstanding as may be necessary to eliminate reduce the amount of Loans outstanding to an amount less than or equal to the aggregate Commitment Amounts; (ii) the sum of the Tranche A Loans and Tranche A Swing Line Advances outstanding exceeds the Aggregate Tranche A Commitment Amount, the Borrowers that have Tranche A Loans or Tranche A Swing Line Advances outstanding at such excessdate shall immediately severally prepay such principal amount of one or more Tranche A Loans or Tranche A Swing Line Advances made to such Borrowers (together with accrued interest thereon) based upon each such Borrower’s pro rata share of Tranche A Loans and Tranche A Swing Line Advances outstanding to the Borrowers as may be necessary to reduce the amount of Tranche A Loans and Tranche A Swing Line Advances to an amount less than or equal to the Aggregate Tranche A Commitment Amount; and (iii) the sum of the Tranche B Loans and Tranche B Swing Line Advances outstanding exceeds the Aggregate Tranche B Commitment Amount, the Borrowers that have Tranche B Loans or Tranche B Swing Line Advances outstanding at such date shall immediately severally prepay such principal amount of one or more Tranche B Loans or Tranche B Swing Line Advances made to such Borrowers (together with accrued interest thereon) based upon each such Borrower’s pro rata share of Tranche B Loans and Tranche B Swing Line Advances outstanding to the Borrowers as may be necessary to reduce the amount of Tranche B Loans and Tranche B Swing Line Advances to an amount less than or equal to the Aggregate Tranche B Commitment Amount. (c) On any date on which the Loans outstanding of any Borrower exceed the Maximum Amount for such Borrower, such Borrower shall immediately prepay such principal amount of one or more Loans as may be necessary to eliminate such excess. (d) Each Swing Line Advance shall mature, and the principal amount thereof shall be due and payable, as provided in Section 2.1(b). (e) Each Loan (other than a Swing Line Advance) shall mature, and the principal amount thereof shall be due and payable, on the earlier of (i) the date that is (x) with respect to Tranche A Loans, thirty (30) days and (y) with respect to Tranche B Loans, ninety (90) days after the date of the making of Maturity Date for such Loan or any Swing Line Advance refinanced with such Loan and (ii) the Termination DateLoan. No proceeds of any Loan shall be used to refinance any Loan (other than a Swing Line Advance). (f) On the Termination Date, each Bank’s Commitment Amount permanently shall reduce to $0 and each Bank’s Commitment shall terminate. Each Borrower severally promises to pay on the Termination Date, and there shall become absolutely due and payable on the Termination Date, all of the Loans outstanding to it on such date, together with all accrued and unpaid interest thereon and all other amounts outstanding hereunder owing by it on such date. (g) On any date on which a Bank’s Commitment is terminated pursuant to Section 8.12, the Borrowers that have Loans outstanding at such date shall immediately severally prepay a portion of the outstanding principal amount of the one or more Loans made to such Borrowers (together with accrued interest thereon) equal to such Bank’s Commitment Percentage immediately prior to such termination, based upon each such Borrower’s pro rata share of such amount.

Mandatory Payments. (a) If at any time the Asset Coverage Ratio for any Borrower shall be less than its Permitted Asset Coverage Ratio, such Borrower shall, within three (3) Business Days, prepay such principal amount of one or more Loans made to such Borrower, as may be necessary so that after such prepayment the Asset Coverage Ratio for such Borrower shall equal or not exceed its Permitted Asset Coverage Ratio. (b) On any date on which the Loans outstanding exceed the aggregate Commitment Amounts, the Borrowers that Borrowers, which have Loans outstanding at such date date, shall immediately severally prepay such principal amount of the one or more Loans made to such Borrowers (together with accrued interest thereon) based upon each such Borrower’s pro rata share of such amount in excess of the aggregate Commitment Amounts Amounts, as may be necessary to eliminate such excess. (c) On any date on which the Loans outstanding of any Borrower exceed the Maximum Amount for such Borrower, such Borrower shall immediately prepay such principal amount of one or more Loans Loans, as may be necessary to eliminate such excess. (d) Each Swing Line Advance shall mature, and the principal amount thereof shall be due and payable, as provided in Section 2.1(b). (e) Each Loan (other than a Swing Line Advance) shall mature, and the principal amount thereof shall be due and payable, on the earlier of (i) the date that is (x) with respect to Tranche A Loans, thirty (30) days and (y) with respect to Tranche B Loans, ninety (90) days after the date of the making of such Loan or any Swing Line Advance refinanced with such Loan and (ii) the Termination Date. No proceeds of any Loan shall be used to refinance any Loan (other than a Swing Line Advance). (f) On the Termination Date, each Bank’s Commitment Amount permanently shall reduce to $0 and each Bank’s Commitment shall terminate. Each Borrower severally promises to pay on the Termination Date, and there shall become absolutely due and payable on the Termination Date, all of the Loans outstanding to it on such date, together with all accrued and unpaid interest thereon and all other amounts outstanding hereunder owing by it on such date. (g) On any date on which a Bank’s Commitment is terminated pursuant to Section 8.12, the Borrowers that have Loans outstanding at such date shall immediately severally prepay a portion of the outstanding principal amount of the one or more Loans made to such Borrowers (together with accrued interest thereon) equal to such Bank’s Commitment Percentage immediately prior to such termination, based upon each such Borrower’s pro rata share of such amount.

Mandatory Payments. (a) If at any time the Asset Coverage Ratio for any Borrower shall be less than its Permitted Asset Coverage Ratio, such Borrower shall, within three (3) Business Days, prepay such sum of the then aggregate outstanding principal amount of one or more Loans made the US Revolving Loan plus the US Letter of Credit Usage at such time shall exceed the US Revolving Credit Facility Commitment at such time, the US Borrower shall promptly (and in no event later than three Business Days) eliminate such excess by paying an amount equal to such Borrowerexcess until the sooner to occur of (x) the elimination in full of such excess, as may be and (y) the US Revolving Loan is paid in full and, to the extent then necessary so that to eliminate any remaining excess after such prepayment payment in full of the Asset Coverage Ratio US Revolving Loan, by providing cash collateral satisfactory to the US Administrative Agent in an amount equal to the remaining excess for such Borrower any outstanding Letters of Credit issued pursuant to ss3.1(a) hereof, until there shall have been provided cash collateral equal or exceed its Permitted Asset Coverage Ratioto the undrawn amount of all Letters of Credit issued pursuant to ss3.1 (a) hereof. (b) On If at any date on which time the Loans sum of the then aggregate outstanding exceed the aggregate Commitment Amounts, the Borrowers that have Loans outstanding at such date shall immediately severally prepay such principal amount of the one or more Loans made CAN Revolving Loan plus the CAN Letter of Credit Usage at such time shall exceed the CAN Revolving Credit Facility Commitment at such time, the CAN Borrower shall promptly (and in no event later than three Business Days) eliminate such excess by paying an amount equal to such Borrowers excess until the sooner to occur of (together with accrued interest thereonx) based upon each such Borrower’s pro rata share the elimination in full of such amount excess, and (y) the CAN Revolving Loan is paid in excess of full and, to the aggregate Commitment Amounts as may be extent then necessary to eliminate such excessany remaining excess after payment in full of the CAN Revolving Loan, by providing cash collateral satisfactory to the CAN Administrative Agent in an amount equal to the remaining excess for any outstanding Letters of Credit issued pursuant to ss3.1(b) hereof, until there shall have been provided cash collateral equal to the undrawn amount of all Letters of Credit issued pursuant to ss3.1(b) hereof. (c) On any date on which the Loans outstanding of any Borrower exceed the Maximum Amount for such Borrower, such Borrower shall immediately prepay such principal amount of one or more Loans as may be necessary to eliminate such excess. (d) Each Swing Line Advance shall mature, and the principal amount thereof All prepayments under this Section 2.10 shall be due and payable, as provided in Section 2.1(b). (e) Each Loan (other than a Swing Line Advance) shall mature, and the principal amount thereof shall be due and payable, on the earlier of (i) the date that is (x) with respect to Tranche A Loans, thirty (30) days and (y) with respect to Tranche B Loans, ninety (90) days after the date of the making of such Loan or any Swing Line Advance refinanced with such Loan and (ii) the Termination Date. No proceeds of any Loan shall be used to refinance any Loan (other than a Swing Line Advance). (f) On the Termination Date, each Bank’s Commitment Amount permanently shall reduce to $0 and each Bank’s Commitment shall terminate. Each Borrower severally promises to pay on the Termination Date, and there shall become absolutely due and payable on the Termination Date, all of the Loans outstanding to it on such date, together with all accrued and unpaid interest thereon and all other amounts outstanding hereunder owing by it on such date. (g) On any date on which a Bank’s Commitment is terminated pursuant to Section 8.12, the Borrowers that have Loans outstanding at such date shall immediately severally prepay a portion of the outstanding principal amount of the one or more Loans made to such Borrowers (together with accrued interest thereon) equal to such Bank’s Commitment Percentage immediately prior to such termination, based upon each such Borrower’s pro rata share the date of such amountprepayment on the principal amount prepaid, provided, that all such payments shall be subject to payment of any applicable indemnity obligations pursuant to Section 2.22 hereto.

Mandatory Payments. (a) Asset Sales (Other than Eligible Equipment). Until such time as there shall be outstanding no Revolving Loan and no Commitments, the Borrower shall pay and there shall become due and payable, concurrently with the receipt by any Credit Party of Net Proceeds with respect to any Asset Sale (other than Asset Sales of Eligible Equipment, the purchase of which was financed, in part, with the proceeds of Equipment Advances), a payment in respect to the Lender Debt (other the Equipment Loan) equal to one hundred percent (100%) of the book value of any Collateral included within such Asset Sale. Said payment shall be applied FIRST, to the outstanding interest and principal due in respect of the Revolving Loan until the Revolving Loan has been paid in full and SECOND, to provide Letter of Credit Cash Collateral until there shall have been provided Letter of Credit Cash Collateral equal to the undrawn amount of all Letters of Credit. (b) Asset Sales (Eligible Equipment). Until such time as the outstanding principal balance of the Equipment Loan has been paid in full, the Borrower shall pay and there shall become due and payable, concurrently with the receipt by any Credit Party of proceeds with respect to any Asset Sale of Eligible Equipment, the purchase of which was financed, in part, with the proceeds of an Equipment Advance, a payment in respect to the outstanding Equipment Loan equal to one hundred percent (100%) of the Net Proceeds of any such Asset Sale. Said payment shall be applied to regularly scheduled installments of principal due under the Equipment Term Notes PRO RATA in consecutive order of maturity. (c) Extraordinary Receipts (Including Insurance Proceeds) (Other than Eligible Equipment). Until such time as there shall be outstanding no Revolving Loan and no Commitments, the Borrower shall pay and there shall become due and payable, concurrently with the receipt by any Credit Party of Net Proceeds with respect to any Extraordinary Receipt from the sale, destruction, damage or condemnation of any Collateral (other than Eligible Equipment, the purchase of which was financed, in part, with the proceeds of Equipment Advances), a payment in respect to Lender Debt (other than the Equipment Loan) equal to one hundred percent (100%) of the book value of any such Collateral so sold, damaged, or destroyed or condemned. Said payment shall be applied FIRST, to the outstanding interest and principal due in respect of the Revolving Loan until the Revolving Loan has been paid in full and SECOND, to provide Letter of Credit Cash Collateral until there shall have been provided Letter of Credit Collateral equal to the undrawn amount of all Letters of Credit. (d) Extraordinary Receipts (Including Insurance Proceeds) (Eligible Equipment). Until such time as the outstanding principal balance of the Equipment Loan has been paid in full, the Borrower shall pay and there shall become due and payable, concurrently with the receipt by any Credit Party of proceeds with respect to any Extraordinary Receipt from the sale, destruction, damage or condemnation of any Eligible Equipment, the purchase of which was financed, in part, with the proceeds of an Equipment Advance, a payment in respect to the outstanding Equipment Loan equal to one hundred percent (100%) of the amount of any such Extraordinary Receipts. Said payment shall be applied to regularly scheduled installments of principal due under the Equipment Notes PRO RATA in consecutive order of maturity; PROVIDED, HOWEVER, that so long as no Event of Default has occurred and is continuing, the Borrower may retain any Extraordinary Receipts not in excess of $500,000 to restore, repair or replace such damaged Eligible Equipment if Lender has a first, valid, perfected Lien on such restored, repaired or replaced Eligible Equipment and if there are no other Liens on such Eligible Equipment other than Permitted Liens. (e) Revolving Advances in Excess of the Borrowing Limit. If at any time the Asset Coverage Ratio for any Borrower shall be less than its Permitted Asset Coverage Ratio, such Borrower shall, within three (3) Business Days, prepay such principal amount of one or more Loans made to such Borrower, as may be necessary so that after such prepayment the Asset Coverage Ratio for such Borrower shall equal or exceed its Permitted Asset Coverage Ratio. (b) On any date on which the Loans outstanding exceed the aggregate Commitment Amounts, the Borrowers that have Loans outstanding at such date shall immediately severally prepay such principal amount sum of the one or more Loans made to such Borrowers (together with accrued interest thereon) based upon each such Borrower’s pro rata share of such amount in excess of the then aggregate Commitment Amounts as may be necessary to eliminate such excess. (c) On any date on which the Loans outstanding of any Borrower exceed the Maximum Amount for such Borrower, such Borrower shall immediately prepay such principal amount of one or more Loans as may be necessary to eliminate such excess. (d) Each Swing Line Advance shall mature, and the principal amount thereof shall be due and payable, as provided in Section 2.1(b). (e) Each Loan (other than a Swing Line Advance) shall mature, and the principal amount thereof shall be due and payable, on the earlier of (i) the date that is (x) with respect to Tranche A Loans, thirty (30) days and (y) with respect to Tranche B Loans, ninety (90) days after the date of the making of such Loan or any Swing Line Advance refinanced with such Loan and (ii) the Termination Date. No proceeds of any Loan shall be used to refinance any Loan (other than a Swing Line Advance). (f) On the Termination Date, each Bank’s Commitment Amount permanently shall reduce to $0 and each Bank’s Commitment shall terminate. Each Borrower severally promises to pay on the Termination Date, and there shall become absolutely due and payable on the Termination Date, all of the Loans outstanding to it on such date, together with all accrued and unpaid interest thereon and all other amounts outstanding hereunder owing by it on such date. (g) On any date on which a Bank’s Commitment is terminated pursuant to Section 8.12, the Borrowers that have Loans outstanding at such date shall immediately severally prepay a portion of the outstanding principal amount of the one or more Loans made to Revolving Loan PLUS the Letter of Credit Usage at such Borrowers (together with accrued interest thereon) time shall exceed the Borrowing Limit at such time, the Borrower shall immediately eliminate such excess by paying an amount equal to such Bank’s Commitment Percentage immediately prior excess until the sooner to such termination, based upon each such Borrower’s pro rata share occur of (x) the elimination in full of such amountexcess, and (y) the Revolving Loan is paid in full and, to the extent then necessary to eliminate any remaining excess after payment in full, by providing Letter of Credit Cash Collateral in an amount equal to the remaining excess for any outstanding Letters of Credit, until there shall have been provided Letter of Credit Cash Collateral equal to the undrawn amount of all Letters of Credit.

Mandatory Payments. (ai) If at Within one (1) Business Day after any time Credit Party's receipt of any Net Cash Proceeds of Sale, the Borrower in receipt thereof, or in a position to direct the disposition of such funds, shall make or cause to be made a mandatory prepayment of the Obligations; provided, however, that, to the extent any such proceeds (i) so long as any Senior Notes are outstanding constitute "Net Proceeds" from an "Asset Coverage Ratio Sale" (as such terms are defined in the Senior Note Indenture) or (ii) are proceeds of collateral for any Existing Secured Debt and are required by the terms of the relevant Existing Secured Debt Indenture to be applied to the repayment of Existing Secured Debt, then such Borrower shall be less than its Permitted Asset Coverage Ratioentitled to apply such proceeds to the repayment of the relevant Existing Secured Debt. Notwithstanding the foregoing, in the event such Borrower shallreceives (i) Net Cash Proceeds of Sale constituting a portion of "Net Proceeds" of an "Asset Sale" which, within three at the time of the receipt thereof are not, pursuant to the relevant Existing Secured Debt Indenture, required, at such time, to be applied to the repayment of the relevant Existing Secured Debt but which may, if certain contingencies are not met, be required to be so applied at a later date or (3ii) Business Days, prepay such principal amount proceeds that would not constitute "Net Cash Proceeds of one or more Loans made to such Borrower, as may be necessary so that after such prepayment Sale" until the Asset Coverage Ratio for such Borrower shall equal or exceed its Permitted Asset Coverage Ratio. failure of a certain contingency described in clause (b) On any date on which of the definition thereof (in each case, such proceeds being the "Pending Proceeds"), then during such interim period, all of the Pending Proceeds shall be applied to the Revolving Credit Obligations (or, to the extent no Revolving Credit Obligations (other than contingent Revolving Credit Obligations) are outstanding, as a deposit in the Cash Collateral Account), and, until it is determined whether such Pending Proceeds shall be required to be applied to the repayment of the relevant Existing Secured Debt in accordance with the terms of the relevant Existing Secured Debt Indenture or against Term Loans outstanding exceed pursuant to this Section an availability reserve shall be established against the aggregate Commitment Amounts, Revolving Loan Commitments in the Borrowers that have Loans outstanding at such date shall immediately severally prepay such principal amount of the one Pending Proceeds applied to the Revolving Loans. In the event any portion of such Pending Proceeds are required to be applied to the repayment of the relevant Existing Secured Debt or more against Term Loans made pursuant to this Section, then all Pending Proceeds deposited with the Collateral Agent shall be released to such Borrowers Borrower for the purpose of making such repayment and the aforementioned availability reserve shall be abated to the extent necessary to permit a Borrowing of Revolving Loans (together with accrued interest thereon) based upon each such Borrower’s pro rata share of such but in an amount not in excess of such reserve), the aggregate Commitment Amounts as may be necessary to eliminate such excess. (c) On any date on which the Loans outstanding of any Borrower exceed the Maximum Amount for such Borrower, such Borrower shall immediately prepay such principal amount of one or more Loans as may be necessary to eliminate such excess. (d) Each Swing Line Advance shall mature, and the principal amount thereof shall be due and payable, as provided in Section 2.1(b). (e) Each Loan (other than a Swing Line Advance) shall mature, and the principal amount thereof shall be due and payable, on the earlier of (i) the date that is (x) with respect to Tranche A Loans, thirty (30) days and (y) with respect to Tranche B Loans, ninety (90) days after the date of the making of such Loan or any Swing Line Advance refinanced with such Loan and (ii) the Termination Date. No proceeds of any Loan which shall be used to refinance make the required repayment of the relevant Existing Secured Debt or Term Loans, as the case may be. To the extent it is determined that no repayment of the relevant Existing Secured Debt is required to be made with the Pending Proceeds, then all such proceeds on deposit with the Collateral Agent shall be applied to the Obligations in accordance with the following sentence, the aforementioned availability reserve shall be abated in its entirety and that portion of the Pending Proceeds that was applied to the Revolving Loans shall be deemed to have been applied to the Obligations in accordance with the following sentence (it being understood that if any Loan portion of the Pending Proceeds originally applied to the Revolving Loans are deemed to have been permanently applied to the Term Loans, the Funding Agent shall make a corresponding increase in the outstanding balance of the Revolving Loans). Any mandatory prepayment of the obligations required to be made pursuant to this Section 3.01(b)(i) (other than a Swing Line Advancethe initial application of Pending Proceeds to the Revolving Loans) shall be applied first, to Term Loans as set forth in Section 3.02(b)(ii). (f) On the Termination Date, each Bank’s Commitment Amount permanently shall reduce second, to $0 and each Bank’s Commitment shall terminate. Each Borrower severally promises to pay on the Termination Date, and there shall become absolutely due and payable on the Termination Date, all of the Loans outstanding to it on such date, together with all accrued and unpaid interest thereon and all other amounts outstanding hereunder owing by it on such date. (g) On any date on which a Bank’s Commitment is terminated pursuant to Section 8.12, the Borrowers that have Loans outstanding at such date shall immediately severally prepay a portion of the outstanding principal amount of the one or more Swing Loans made and third, to such Borrowers the outstanding principal amount of the Revolving Loans. (together with accrued interest thereonii) On each Quarterly Payment Date set forth below, Foamex shall make a scheduled repayment of the aggregate outstanding principal amount, if any, of all Term A Loans in an amount equal to the amount set forth below opposite the applicable Quarterly Payment Date: Amount of Required Period Principal Payment ------ ----------------- September 30, 1997 $1,500,000 December 31, 1997 $1,500,000 March 31, 1998 $1,500,000 June 30, 1998 $1,500,000 September 30, 1998 $3,000,000 December 31, 1998 $3,000,000 March 31, 1999 $3,000,000 June 30, 1999 $3,000,000 September 30, 1999 $4,500,000 December 31, 1999 $4,500,000 March 31, 2000 $4,500,000 June 30, 2000 $4,500,000 September 30, 2000 $6,000,000 December 31, 2000 $6,000,000 March 31, 2001 $6,000,000 June 30, 2001 $6,000,000 September 30, 2001 $6,750,000 December 31, 2001 $6,750,000 March 31, 2002 $6,750,000 June 30, 2002 $6,750,000 September 30, 2002 $8,250,000 December 31, 2002 $8,250,000 March 31, 2003 $8,250,000 June 30, 2003 $8,250,000; provided, that any reduction in the Term A Loan Commitment made after the Effective Date shall cause a reduction in the above amounts, such Bank’s Commitment Percentage immediately prior reduction to be applied in inverse chronological order. (iii) On each Quarterly Payment Date set forth below, Foamex shall make a scheduled repayment of the aggregate outstanding principal amount, if any, of all Term B Loans in an amount equal to the amount set forth below opposite the applicable Quarterly Payment Date: Amount of Required Period Principal Payment ------ ----------------- September 30, 1997 $275,000 December 31, 1997 $275,000 March 31, 1998 $275,000 June 30, 1998 $275,000 September 30, 1998 $275,000 December 31, 1998 $275,000 March 31, 1999 $275,000 June 30, 1999 $275,000 September 30, 1999 $275,000 December 31, 1999 $275,000 March 31, 2000 $275,000 June 30, 2000 $275,000 September 30, 2000 $275,000 December 31, 2000 $275,000 March 31, 2001 $275,000 June 30, 2001 $275,000 September 30, 2001 $275,000 December 31, 2001 $275,000 March 31, 2002 $275,000 June 30, 2002 $275,000 September 30, 2002 $275,000 December 31, 2002 $275,000 March 31, 2003 $275,000 June 30, 2003 $275,000 September 30, 2003 $11,000,000 December 31, 2003 $11,000,000 March 31, 2004 $11,000,000 June 30, 2004 $11,000,000 September 30, 2004 $14,850,000 December 31, 2004 $14,850,000 March 31, 2005 $14,850,000 June 30, 2005 $14,850,000 (iv) On each Quarterly Payment Date set forth below, Foamex shall make a scheduled repayment of the aggregate outstanding principal amount, if any, of all Term C Loans in an amount equal to the amount set forth below opposite the applicable Quarterly Payment Date: Amount of Required Period Principal Payment ------ ----------------- September 30, 1997 $250,000 December 31, 1997 $250,000 March 31, 1998 $250,000 June 30, 1998 $250,000 September 30, 1998 $250,000 December 31, 1998 $250,000 March 31, 1999 $250,000 June 30, 1999 $250,000 September 30, 1999 $250,000 December 31, 1999 $250,000 March 31, 2000 $250,000 June 30, 2000 $250,000 September 30, 2000 $250,000 December 31, 2000 $250,000 March 31, 2001 $250,000 June 30, 2001 $250,000 September 30, 2001 $250,000 December 31, 2001 $250,000 March 31, 2002 $250,000 June 30, 2002 $250,000 September 30, 2002 $250,000 December 31, 2002 $250,000 March 31, 2003 $250,000 June 30, 2003 $250,000 September 30, 2003 $250,000 December 31, 2003 $250,000 March 31, 2004 $250,000 June 30, 2004 $250,000 September 30, 2004 $8,250,000 December 31, 2004 $8,250,000 March 31, 2005 $8,250,000 June 30, 2005 $8,250,000 September 30, 2005 $15,000,000 December 31, 2005 $15,000,000 March 31, 2006 $15,000,000 June 30, 2006 $15,000,000 (v) Within 100 days after the close of each Fiscal Year (beginning with the close of the 1997 Fiscal Year), Foamex shall make a mandatory prepayment of the Term Loans in an amount equal to 75% of the Excess Cash Flow (if any) for such terminationFiscal Year (provided, based upon each that, with respect to any Excess Cash Flow payment in respect of Fiscal Year 1997, EBDAIT, Consolidated Working Capital and Capital Expenditures shall be calculated on the basis of only the third and fourth fiscal quarters of Fiscal Year 1997 and all other items of Excess Cash Flow shall be calculated for the period commencing on the Effective Date and ending on the last day of Fiscal Year 1997); provided, however, that if the Total Debt to EBDAIT Ratio is less than 3.0:1, such Borrower’s pro rata share mandatory prepayment shall be in an amount equal to 50% of Excess Cash Flow (if any) for such Fiscal Year. (vi) Within one (1) Business Day after any Credit Party or Foamex International or any agent thereof, receives any amount of Proceeds of Issuance of Equity or Indebtedness, Foamex shall make or cause to be made a mandatory prepayment of the Obligations in an amount equal to (x) 80% of the amount of such amountproceeds of the type described in clause (a) of the definition of "Proceeds of Issuance of Equity or Indebtedness" and (y) 100% of the amount of such proceeds of the type described in clause (b) of the definition of "Proceeds of Issuance of Equity or Indebtedness". (vii) Immediately upon any acceleration of the Stated Maturity Date of any Loans pursuant to Section 11.02, the Borrowers shall repay all the Loans, unless, pursuant to Section 11.02, only a portion of all the Loans is so accelerated (in which case the portion so accelerated shall be so prepaid).

Mandatory Payments. (a) If at any time the Asset Coverage Ratio for any Borrower shall make a payment of principal and/or interest on each Payment Date, commencing February 28, 1999, each such payment to be less than its Permitted Asset Coverage Ratio, such Borrower shall, within three (3) Business Days, prepay such principal in an amount of one or more Loans made equal to such Borrower, as may be necessary so that after such prepayment the Asset Coverage Ratio Payment Amount in effect for such Borrower shall equal or exceed its Permitted Asset Coverage Ratio. (b) On Payment Date; provided that any date on which the Loans outstanding exceed the aggregate Commitment Amounts, the Borrowers that have Loans outstanding at and all such date shall immediately severally prepay such principal amount of the one or more Loans made to such Borrowers (together with accrued interest thereon) based upon each such Borrower’s pro rata share of such amount in excess of the aggregate Commitment Amounts as may be necessary to eliminate such excess. (c) On any date on which the Loans outstanding of any Borrower exceed the Maximum Amount for such Borrower, such Borrower shall immediately prepay such principal amount of one or more Loans as may be necessary to eliminate such excess. (d) Each Swing Line Advance shall mature, and the principal amount thereof payments shall be due and payable, as provided in addition to any amount payable by Borrower pursuant to the other provisions of this Section 2.1(b). (e) Each Loan (other than a Swing Line Advance) shall mature, and 2.3 or pursuant to the principal amount thereof provisions of Section 3.2 below. Interest accrued on each Fixed Rate Portion shall be due and payable, on the earlier of (i) the date that is (x) with respect to Tranche A Loans, thirty (30) days and (y) with respect to Tranche B Loans, ninety (90) days after the date of the making of such Loan or any Swing Line Advance refinanced with such Loan and (ii) the Termination Date. No proceeds of any Loan shall be used to refinance any Loan (other than a Swing Line Advance). (f) On the Termination Date, each Bank’s Commitment Amount permanently shall reduce to $0 and each Bank’s Commitment shall terminate. Each Borrower severally promises to pay on the Termination Date, and there shall become absolutely due and payable on the Termination Date, all last day of the Loans outstanding to it Interest Period for such Fixed Rate Portion (and, in the case of any Fixed Rate Portion having an Interest Period in excess of three months, on each three-month anniversary of the first day of such dateInterest Period). On the last day of the Amortization Period, together with the entire unpaid principal balance of the Loan and all accrued and unpaid interest thereon shall be due and all other amounts outstanding hereunder owing by it on such datepayable unless Lenders have extended the term of the Loan. (gb) On In the event that, on or before the Commitment Expiration Date (Facility B), Borrower sells, farms-out or otherwise transfers any date on which a Bank’s Commitment is terminated oil or gas property or any interest therein and receives cash or cash-equivalents in exchange therefor, and if in connection therewith Lenders have the right to redetermine the Borrowing Base pursuant to Section 8.123.2(b) below, Borrower shall, within one Business Day after receipt of such cash or cash-equivalents, make a mandatory prepayment on the Borrowers that have Loans outstanding at Loan (or, if necessary to avoid a breakage fee on a Fixed Rate Portion, a temporary deposit to be held by Agent in an interest-bearing account either until the expiration of such date shall immediately severally prepay a portion Fixed Rate Portion or, if there is availability for additional Advances to be made in accordance with the terms of this Agreement, until redrawn by Borrower) to Agent, on behalf of Lenders, in the outstanding principal amount of the net proceeds of any such transfer (gross proceeds minus reasonable brokers' fees and other reasonable expenses incurred by Borrower in connection with such transfer). Any such mandatory prepayment shall be applied to the repayment of the Loan as follows: first, to Facility B, to the extent that any amount remains outstanding under Facility B, and second, to Facility A. (c) In the event that, on or before the Commitment Expiration Date (Facility B), Borrower issues additional equity after the date hereof in exchange for cash, cash-equivalents or any other consideration, Borrower shall, within one or more Loans made Business Day after receipt of such consideration, make a mandatory prepayment on the Loan to such Borrowers (together with accrued interest thereon) Agent, on behalf of Lenders, in an amount equal to the lesser of: (1) the net value of the consideration received by Borrower for such Bank’s equity issuance (gross proceeds minus reasonable underwriters' fees and other reasonable expenses incurred by Borrower in connection with such equity issuance), or (2) the amount required to repay Facility B in its entirety. In addition, the Borrowing Base (Supplemental) will be permanently reduced (but not below zero) by the amount of any such mandatory prepayment which is applied to the repayment of Facility B. (d) In the event that, on or before the Commitment Percentage immediately prior to such terminationExpiration Date (Facility B), based upon each such Borrower’s pro rata share Borrower issues Subordinated Debt after the date hereof in exchange for cash, cash-equivalents or any other consideration, Borrower shall, within one Business Day after receipt of such amount.consideration, make a mandatory prepayment on the Loan to Agent, on behalf of Lenders, in an amount equal to the lesser of: (1) the net value of the consideration received by Borrower for such Subordinated Debt issuance (gross proceeds minus reasonable underwriters' fees and other reasonable expenses incurred by Borrower in connection with such Subordinated Debt issuance), (2) the amount required to repay Facility B in its entirety. In addition, the Borrowing Base (Supplemental) will be permanently reduced (but not below zero) by the amount of any such mandatory prepayment which is applied to the repayment of Facility B.

Mandatory Payments. (a) If at any time The Borrower will promptly give notice to the Asset Coverage Ratio for any Agent and the Lenders of the occurrence of a Restructuring Event. If, within 30 days after the later of the occurrence of a Restructuring Event or the date on which the Agent and the Lenders have received notice from the Borrower that a Restructuring Event has occurred, the Agent on behalf of the Required Lenders notifies the Borrower in writing that the Required Lenders desire the prepayment and cancellation of this Agreement (such notice hereinafter a "Cancellation Notice"), then (i) the Borrower shall be less than within 30 days after its Permitted Asset Coverage Ratio, receipt of such Borrower shall, within three (3) Business Days, Cancellation Notice prepay such in full the entire outstanding principal amount of one the Loans, if any, and all of the other Obligations, and (ii) on the earlier of (1) the date that the Borrower prepays the Loans and all of the other Obligations pursuant to clause (i) of this sentence, or more (2) the 30th day after the Borrower receives such Cancellation Notice, the outstanding balance of the Loans made and all other Obligations shall mature and be due and payable in full and the Aggregate Commitment and the Commitments of each Lender shall be automatically and permanently terminated and reduced to zero. As of the date of such BorrowerCancellation Notice, as may be necessary so that after such prepayment the Asset Coverage Ratio for such Borrower shall equal or exceed its Permitted Asset Coverage Rationo longer be permitted to borrow additional Advances under this Agreement. (b) On any date on which The Borrower unconditionally promises to pay the Loans outstanding exceed the aggregate Commitment Amounts, the Borrowers that have Loans outstanding at such date shall immediately severally prepay such unpaid principal amount of each Tranche A Loan on the one or more Loans made to such Borrowers (together with accrued interest thereon) based upon each such Borrower’s pro rata share of such amount in excess of Tranche A Facility Termination Date and the aggregate Commitment Amounts as may be necessary to eliminate such excess. (c) On any date on which the Loans outstanding of any Borrower exceed the Maximum Amount for such Borrower, such Borrower shall immediately prepay such unpaid principal amount of one or more Loans as may be necessary to eliminate such excess. (d) Each Swing Line Advance shall mature, and the principal amount thereof shall be due and payable, as provided in Section 2.1(b). (e) Each each Tranche B Loan (other than a Swing Line Advance) shall mature, and the principal amount thereof shall be due and payable, on the earlier of (i) the date that is (x) with respect to Tranche A Loans, thirty (30) days and (y) with respect to Tranche B Loans, ninety (90) days after the date of the making of such Loan or any Swing Line Advance refinanced with such Loan and (ii) the Facility Termination Date. No proceeds of any Loan shall be used to refinance any Loan (other than a Swing Line Advance). (f) On the Termination Date, each Bank’s Commitment Amount permanently shall reduce to $0 and each Bank’s Commitment shall terminate. Each The Borrower severally also unconditionally promises to pay all other Obligations on the Tranche A Facility Termination Date, and there shall become absolutely due and payable on the Termination Date, all of the Loans outstanding to it on such date, together with all accrued and unpaid interest thereon and all other amounts outstanding hereunder owing by it on such date. (g) On any date on which a Bank’s Commitment is terminated pursuant to Section 8.12, the Borrowers that have Loans outstanding at such date shall immediately severally prepay a portion of the outstanding principal amount of the one or more Loans made to such Borrowers (together with accrued interest thereon) equal to such Bank’s Commitment Percentage immediately prior to such termination, based upon each such Borrower’s pro rata share of such amount.