Common use of Mandatory Payments Clause in Contracts

Mandatory Payments. SECTION 2.6.1.1. In addition to each other principal payment required hereunder, the outstanding principal balances of the Loans shall be repaid on the 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, 1999, 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 Loans equal to (i) 50% of the amount, if any, of Excess Cash Flow for such fiscal year LESS (ii) voluntary prepayments of the 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 Loans in the inverse order of their maturities. SECTION 2.6.1.3. In the event that the Borrower or any Subsidiary is entitled to receive, collectively, proceeds from any casualty insurance policies maintained by any of them on account of any interest of the Borrower and/or any Subsidiary in any property, which proceeds are in an aggregate amount in excess of $100,000 during the term of this Agreement, such proceeds shall be received by the Agent and, to the extent that such proceeds result from a casualty to property of the Borrower and/or any Subsidiary, so long as no Default or Event of Default exists and is continuing and the Borrower elects to repair, replace or restore such property, such proceeds shall be released to the Borrower subject to reasonable procedures and conditions established by the Agent to the extent necessary to so repair, replace or restore such property within 3 months (or as soon as reasonably practicable if such restoration, replacement or repair is not susceptible to being completed within 3 months) from the date of receipt of such proceeds by the Agent and to the extent such proceeds are not so used or do not result from such a casualty, the Borrower shall make a prepayment of the Loans for the accounts of the Lenders in accordance with their Pro Rata Shares upon written notice from the Agent. All such payments shall be applied to the principal installments of the Loans in the inverse order of their maturities. 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, 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 Loans after the Conversion

Mandatory Payments. SECTION 2.6.1.1. In addition to each other principal payment required hereunder, the outstanding principal balances of the Term Loans shall be repaid on the Term Loan 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 31September 30, 19991999 if at the end of any such fiscal year the Leverage Ratio is at any time greater than 2.0:1, 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) fifty percent (50% %) of the amount, if any, of Excess Cash Flow for such fiscal year LESS (ii) voluntary prepayments of the 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 the inverse order of their maturities. SECTION 2.6.1.3. In the event that the Borrower or any Subsidiary is entitled to receive, collectively, proceeds from any casualty insurance policies maintained by any of them on account of any interest of the Borrower and/or any Subsidiary in any property, which proceeds are in an aggregate amount in excess of $100,000 during the term 250,000 with respect to any occurrence or related series of this Agreementoccurrences in any 12-month period, such proceeds shall be received by the Agent and, to the extent that such proceeds result from a casualty to property of the Borrower and/or any Subsidiary, so long as no Default or Event of Default exists and is continuing and the Borrower elects to repair, replace or restore such property, such proceeds shall be released to the Borrower subject to reasonable procedures and conditions established by the Agent to the extent necessary to so repair, replace or restore such property within 3 months (or as soon as reasonably practicable if such restoration, replacement or repair is not susceptible to being completed within 3 months) from the date of receipt of such proceeds by the Agent and to the extent such proceeds are not so used or do not result from such a casualty, the Borrower shall make a prepayment of the Term Loans for the accounts of the Lenders in accordance with their Pro Rata Shares upon written notice from the AgentAgent given within ten (10) Business Days following the determination that a prepayment is due hereunder. All such payments shall be applied to the principal installments of the Term Loans in the inverse order of their maturities. SECTION 2.6.1.4. In the event that the Borrower and/or any Subsidiary sells, assigns or otherwise transfers title to any asset assets (tangible or intangible) other than in the ordinary course of its businessbusiness for aggregate net cash proceeds in excess of $100,000 in any fiscal year or in excess of $500,000 in the aggregate since the Closing Date, the Borrower and/or such Subsidiary shall remit 100% of the net cash proceeds of such any sale, assignment or other transfer which are in excess of such amounts 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 the inverse order of their maturities within 90 days of the date of Borrower's or any Subsidiary's receipt of such net cash proceeds; provided, however, that Borrower may sell any asset (tangible or intangible) which is obsolete, worn-out or no longer used or useful, or to be used, in Borrower's business and Borrower may use the proceeds of such sale to purchase other assets (tangible or intangible) which are, or will be, useful or necessary in the operation of Borrower's business and if, and to the extent, so used, the Borrower will not be required to make a prepayment hereunder. SECTION 2.6.1.5. In the event that the Borrower and/or any Subsidiary files a Form S-1 or any other form of registration statement then available for registration with the Securities and Exchange Commission (other than an offering on Form S-8 in respect of employee stock options) or otherwise conducts an Initial Public Offering of any class of the Borrower's or any Subsidiary's securities, the Borrower and/or such Subsidiary upon receipt of the net aggregate cash consideration from the sale of any such registered securities shall prepay to the Agent for the accounts of the Lenders in accordance with their Pro Rata Shares the lesser of (i) the net proceeds of such offering and (ii) the amount necessary to reduce the total of the outstanding principal balance of the Term Loans, PLUS the outstanding principal balance of the Revolving Credit Loan, PLUS the unused portion of the Revolving Credit Loan Commitment to an amount that is equal to or less than the product of (A) EBITDA for the rolling four Borrower fiscal quarter period consisting of the most recent Borrower fiscal quarter then ended and the Borrower's three immediately preceding fiscal quarters TIMES (B) two (2). Any such prepayment shall be applied to the installments of the Term Loans in the inverse order of their maturities. SECTION 2.6.1.6. If at any time the aggregate principal amount of the Revolving Credit Loans plus the aggregate stated amount of any outstanding Letters of Credit and unreimbursed amounts thereunder shall exceed the Revolving Credit Loan Commitment, the Borrower shall immediately pay to the Agent in immediately available Dollars the amount of such excess. SECTION 2.6.1.7. In the event that any payment or prepayment of a Libor Loan under this SECTION 2.6.1 is received on a date other than the last day of an Interest Period, and after applying such payment or prepayment to any portion of the ConversionTerm Loans consisting of a Prime Rate Loan, such payment or prepayment shall be held by the Agent in a separate account 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, at which time the Agent shall apply such payment or prepayment, for the account of the Lenders in accordance with their Pro Rata Shares, to the outstanding Libor Loans, for which such day is an Interest Adjustment Date.

Mandatory Payments. SECTION Section 2.6.1.1. In addition to each other principal payment required hereunder, the outstanding principal balances of the Term Loans shall be repaid on the Term Loan Repayment Date and the outstanding principal balances of the Revolving Credit Loans shall be repaid on the Revolving Credit Repayment Date. SECTION 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, 1999, 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) 50% of the amount, if any, of Excess Cash Flow for such fiscal year LESS less (ii) voluntary prepayments of the Loans Term Loan 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 the inverse order of their maturities. SECTION Section 2.6.1.3. In the event that the Borrower or any Subsidiary is entitled to receive, collectively, proceeds from any casualty insurance policies maintained by any of them on account of any interest of the Borrower and/or any Subsidiary in any property, which proceeds are in an aggregate amount in excess of $100,000 during the term of this Agreement, such proceeds shall be received by the Agent and, to the extent that such proceeds result from a casualty to property of the Borrower and/or any Subsidiary, so long as no Default or Event of Default exists and is continuing and the Borrower elects to repair, replace or restore such property, such proceeds shall be released to the Borrower subject to reasonable procedures and conditions established by the Agent to the extent necessary to so repair, replace or restore such property within 3 months (or as soon as reasonably practicable if such restoration, replacement or repair is not susceptible to being completed within 3 months) from the date of receipt of such proceeds by the Agent and to the extent such proceeds are not so used or do not result from such a casualty, ,] the Borrower shall make a prepayment of the Term Loans for the accounts of the Lenders in accordance with their Pro Rata Shares upon written notice from the Agent. All such payments shall be applied to the principal installments of the Term Loans in the inverse order of their maturities. SECTION 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, 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 after in the Conversioninverse order of their maturities 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 business and Borrower may use the proceeds of such sale to purchase other equipment which is useful or necessary in the operation of Borrower's business.

Mandatory Payments. SECTION Section 2.6.1.1. In addition to each other principal payment required hereunder, the outstanding principal balances of the Revolving Credit Loans shall be repaid on the Revolving Credit Repayment Date. SECTION 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, 1999, 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 Loans equal to (i) 50% of the amount, if any, of Excess Cash Flow for such fiscal year LESS (ii) voluntary prepayments of the 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 Loans in the inverse order of their maturities[Intentionally omitted.] SECTION Section 2.6.1.3. In the event that the Borrower or any Subsidiary is entitled to receive, collectively, proceeds from any casualty insurance policies maintained by any of them on account of any interest of the Borrower and/or any Subsidiary in any property, which proceeds are in an aggregate amount in excess of $100,000 during the term of this Agreement, such proceeds shall be received by the Agent and, to the extent that such proceeds result from a (Loan Agreement - Fleet/Convergent) 33 casualty to property of the Borrower and/or any Subsidiary, so long as no Default or Event of Default exists and is continuing and the Borrower or such Subsidiary elects to repair, replace or restore such property, such proceeds shall be released to the Borrower or such Subsidiary subject to reasonable procedures and conditions established by the Agent to the extent necessary to so repair, replace or restore such property within 3 months (or as soon as reasonably practicable if such restoration, replacement or repair is not susceptible to being completed within 3 months) from the date of receipt of such proceeds by the Agent and to the extent such proceeds are not so used or do not result from such a casualty, the amount of such proceeds shall (a) be released to Borrower and (b) permanently reduce the Revolving Credit Loan Commitment and to the extent that the outstanding principal balance of the Loans exceeds the Revolving Credit Loan Commitment as so reduced, the Borrower shall make a prepayment of the Loans for the accounts of the Lenders in accordance with their Pro Rata Shares upon written notice from the Agent. All such payments shall be applied to the principal installments of the Loans in the inverse order of their maturities. SECTION 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 businessbusiness for net cash proceeds in the aggregate since the Closing Date in excess of $200,000, the Borrower and/or such Subsidiary shall remit 100% of the net cash proceeds of such sale, assignment or other transfer to the Agent as a prepayment of the Loans for the accounts of the Lenders in accordance with their Pro Rata Shares 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 business and Borrower may use the proceeds of such sale to purchase other equipment which is useful or necessary in the operation of Borrower's business and provided further that the Borrower can sell assets as permitted by Section 5.2.3 without complying with this Section. Section 2.6.1.5. In the event that the Borrower and/or any Subsidiary files a Form S-1 or any other form of registration statement then available for registration with the Securities and Exchange Commission (other than an offering on Form S-4 or S-8 or their successor forms) or otherwise conducts a Qualified Initial Public Offering of any class of the Borrower's or any Subsidiary's securities, the Borrower and/or such Subsidiary upon receipt of the net aggregate cash consideration from the sale of any such registered shares of its capital stock 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 Loans equal to that amount necessary to reduce the Borrower's average ratio of total Indebtedness for Borrowed Money as of the Borrower fiscal quarter ends in the four Borrower fiscal quarter period consisting of the Borrower's most recent fiscal quarter and the immediately preceding three Borrower fiscal quarters to EBITDA to less than 1.0:1.0, and the Revolving Credit Loan Commitment shall be permanently reduced to an amount which, if fully outstanding as Loans and Letters of Credit and, without duplication, Letter of Credit Agreements or unreimbursed amounts drawn thereunder would result in such ratio being less than 1.0:1. Section 2.6.1.6. If at any time the aggregate principal amount of the Revolving Credit Loans plus the aggregate outstanding stated amounts of any Letters of Credit and, without duplication, Letter of Credit Agreements and any unreimbursed amounts drawn thereunder shall exceed the Revolving Credit Loan Commitment, the Borrower shall immediately pay to the Agent in immediately available Dollars the amount of such excess. Section 2.6.1.7. Any amounts repaid by the Borrower and/or any Subsidiary under this Section 2.6.1 shall be paid without premium or penalty. In the event that any payment or prepayment of a Libor Loan under this Section 2.6.1 is received on a date other than the last day of an Interest Period, such payment or prepayment shall be held by the Agent in (Loan Agreement - Fleet/Convergent) 34 a separate account 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, at which time the Agent shall apply such payment or prepayment, for the account of the Lenders in accordance with their Pro Rata Shares, to the outstanding Libor Loans, for which such day is an Interest Adjustment Date; provided that if on or prior to the date of such payment or prepayment the Borrower provides the Agent with written notice of Borrower's election to have such payment or prepayment applied to the principal installments Libor Loan in question, such payment or prepayment shall be so applied and Borrower shall pay the Agent for the accounts of the Loans after the ConversionLenders any amount due in accordance with Section 2.9.

Mandatory Payments. SECTION Section 2.6.1.1. In addition to each other principal payment required --------------- hereunder, the outstanding principal balances of the Term Loans shall be repaid on the Term Loan Repayment Date and the outstanding principal balance of the Revolving Credit Loans shall be repaid on the Revolving Credit Repayment Date. SECTION 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, 19991996, the Borrower shall prepay to the Agent for the accounts pro rata account of the Lenders in accordance with their Pro Rata Shares each Lender an amount of the outstanding principal balances of the Term Loans equal to (i) 5075% of the amount, if any, of Excess Cash Flow for such fiscal year LESS less ---- (ii) voluntary prepayments of the Loans Term Loan 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 the inverse order of their maturities.accordance with Section 2.6.1.6. -------- ------- SECTION Section 2.6.1.3. In the event that the Borrower or any Subsidiary is ---------------- entitled to receive, collectively, proceeds from any casualty insurance policies maintained by any of them on account of any interest of the Borrower and/or any Subsidiary in any property, which proceeds are in an aggregate amount in excess of $100,000 during the term with respect to any occurrence or related series of this Agreementoccurrences in any 12-month period, such proceeds shall be received by the Agent and, to the extent that such proceeds result from a casualty to property of the Borrower and/or any Subsidiary, so long as no Default or Event of Default exists and is continuing and the Borrower elects to repair, replace or restore such property, such proceeds shall be released to the Borrower subject to reasonable procedures and conditions established by the Agent to the extent necessary to so repair, replace or restore such property within 3 6 months (or as soon as reasonably practicable if such restoration, replacement or repair is not susceptible to being completed within 3 6 months) from the date of receipt of such proceeds by the Agent and to the extent such proceeds are not so used or do not result from such a casualty, the Borrower shall make a prepayment of the Term Loans for the accounts pro rata account of the Lenders in accordance with their Pro Rata Shares each Lender upon written notice from the Agent. All such payments shall be applied to the principal installments of the Term Loans in the inverse order of their maturities.accordance with Section 2.6.1.6. --------------- SECTION 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 businessbusiness for net cash proceeds in the aggregate since the Closing Date in excess of $100,000, 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 pro rata account of the Lenders in accordance with their Pro Rata Shares each Lender to be applied to the principal installments of the Term Loans after in accordance with Section 2.6.1.6 --------------- within 10 Business Days of the Conversiondate 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 business and Borrower may use the proceeds of such sale to purchase other equipment which is useful or necessary in the operation of Borrower's business. Section 2.6.1.5. In the event that the Borrower and/or any Subsidiary --------------- files a Form S-1 or any other form of registration statement then available for registration with the Securities and Exchange Commission (other than an offering on Form S-8 in respect of employee stock options) or otherwise conducts a Qualified Initial Public Offering of any class of the Borrower's or any Subsidiary's securities, the Borrower and/or such Subsidiary upon receipt of the net aggregate cash consideration from the sale of any such registered shares of its capital stock shall prepay to the Agent for the pro rata account of each Lender an amount of the outstanding principal balances of the Term Loans in an amount equal to that amount necessary to reduce the outstanding principal balance of the Term Loans plus the Revolving Credit Loan Commitment to less than or equal to 2.00 times EBITDA for the rolling four quarter period consisting of the fiscal quarter in which repayment is made and the three immediately preceding fiscal quarters. Section 2.6.1.6. Any amounts repaid by the Borrower and/or any --------------- Subsidiary under this Section 2.6.1 shall be paid without premium or penalty and ------------- shall be applied to the 6.1 is received on a date other than the last day of an Interest Period, such ----- payment or prepayment shall be held by the Agent in a separate interest-bearing account and be pledged to the Agent as collateral for the Obligations of the Borrower arising in connection with this Agreement, the Notes and the other Financing Documents until the last day of the then current Interest Period, at which time the Agent shall apply such payment or prepayment, pro rata for the Lenders, to the outstanding Libor Loans, for which such day is an Interest Adjustment Date.

Mandatory Payments. SECTION Section 2.6.1.1. In addition to each other principal payment required --------------- hereunder, the outstanding principal balances of the Term Loans shall be repaid on the Term Loan Repayment Date and the outstanding principal balances of the Revolving Credit Loans shall be repaid on the Revolving Credit Repayment Date. SECTION 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, 19991997, 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) 5060% of the amount, if any, of Excess Cash Flow for such fiscal year LESS less (ii) voluntary prepayments of the Loans Term Loan ---- made during such fiscal year. Such prepayments shall be in addition to any and all other mandatory prepayments required hereunder and voluntary payments and prepayments required or permitted hereunder of the Revolving Credit Loans and shall be applied to the principal installments of the Term Loans in the inverse order of their maturitiesmaturities except that the first $5,000,000 of such prepayments of the Term Loans shall be applied pro rata over the final 4 principal installments of the Term Loans until such final 4 installments are reduced to $1,250,000 each. SECTION Section 2.6.1.3. In the event that the Borrower or any Subsidiary is ---------------- entitled to receive, collectively, proceeds from any casualty insurance policies maintained by any of them on account of any interest of the Borrower and/or any Subsidiary in any property, which proceeds are in an aggregate amount in excess of $100,000 during the term of this Agreement, such proceeds shall be received by the Agent and, to the extent that such proceeds result from a casualty to property of the Borrower and/or any Subsidiary, (a) so long as no Default or Event of Default exists and is continuing and the Borrower elects to repair, replace or restore such property, such proceeds shall be released to retained by the Borrower subject to reasonable procedures and conditions established by the Agent to the extent necessary to so repair, replace or restore such property within 3 months (or as soon as reasonably practicable if such restoration, replacement or repair is not susceptible to being completed within 3 months) from the date of receipt of such proceeds by or (b) if a Default or Event of Default exists and is continuing or if the Agent and Borrower does not elect to the extent so repair, replace or restore such proceeds are not so used or do not result from such a casualtyproperty, the Borrower shall make a prepayment of the Term Loans for the accounts of the Lenders in accordance with their Pro Rata Shares upon written notice from the Agent. All such payments prepayments shall be applied to the principal installments of the Term Loans in the inverse order of their maturitiesmaturities except that the first $5,000,000 of such prepayments of the Term Loans shall be applied pro rata over the final 4 principal installments of the Term Loans until such final 4 installments are reduced to $1,250,000 each. SECTION 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 businessbusiness for net cash proceeds in the aggregate since the Closing Date in excess of $100,000, 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 after in the Conversioninverse order of their maturities within 10 Business Days of the date of Borrower's or any Subsidiary's receipt of such net cash proceeds except that the first $5,000,000 of such prepayments of the Term Loans shall be applied pro rata over the final 4 principal installments of the Term Loans until such final 4 installments are reduced to $1,250,000 each; provided, however, that Borrower may sell any of its equipment which is obsolete, worn-out or no longer used or useful in Borrower's business and Borrower may use the proceeds of such sale to purchase other equipment which is useful or necessary in the operation of Borrower's business. Section 2.6.1.5. In the event that the Borrower and/or any Subsidiary --------------- files a Form S-1 or any other form of registration statement then available for registration with the Securities and Exchange Commission (other than an offering on Form S-8 in respect of employee stock options) or otherwise conducts an Initial Public Offering of any class of the Borrower's or any Subsidiary's securities, the Borrower and/or such Subsidiary upon receipt of the net aggregate cash consideration from the sale of any such registered shares of its capital stock shall prepay to the Agent for the accounts of the Lenders in accordance with their Pro Rata Shares an amount equal to the net proceeds (prior to any redemption of any and all classes of preferred stock of the Borrower) of such offering. Section 2.6.1.6. If at any time the aggregate principal amount of the --------------- Revolving Credit Loans shall exceed the Loan Formula Amount, the Borrower shall immediately pay to the Agent in immediately available Dollars the amount of such excess.

Mandatory Payments. SECTION Section 2.6.1.1. In addition to each other principal payment required hereunder, the outstanding principal balances of the Term Loans shall be repaid on the Term Loan 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, 1999, the Borrower shall prepay to the Agent for the accounts of the Lenders in accordance with their Pro Rata Shares an amount of Date and the outstanding principal balances of the Revolving Credit Loans equal to (i) 50% of the amount, if any, of Excess Cash Flow for such fiscal year LESS (ii) voluntary prepayments of the 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 repaid on the principal installments of the Loans in the inverse order of their maturitiesRevolving Credit Repayment Date. SECTION Section 2.6.1.2. [Intentionally omitted.] Section 2.6.1.3. In the event that the Borrower or any Subsidiary is entitled to receive, collectively, proceeds from any casualty insurance policies maintained by any of them on account of any interest of the Borrower and/or any Subsidiary in any property, which proceeds are in an aggregate amount in excess of $100,000 during an amount equal to 10% of Borrower's plant, property and equipment as reflected on the term most recent Borrower financial statement submitted to the Agent pursuant to SECTION 5.3.2 and 5.3.3 with respect to any occurrence or related series of this Agreementoccurrences in any 12-month period, such proceeds shall be received by the Agent and, to the extent that such proceeds result from a casualty to property of the Borrower and/or any Subsidiary, so long as no Default or Event of Default exists and is continuing and the Borrower elects to repair, replace or restore such property, such proceeds shall be released to the Borrower subject to reasonable procedures and conditions established by the Agent to the extent necessary to so repair, replace or restore such property within 3 5 months (or as soon as reasonably practicable if such restoration, replacement or repair is not susceptible to being completed within 3 5 months) from the date of receipt of such proceeds by the Agent and to the extent such proceeds are not so used or do not result from such a casualty, the Borrower shall make a prepayment of the Term Loans for the accounts of the Lenders in accordance with their Pro Rata Shares upon written notice from the Agent. All such payments shall be applied to the principal installments of the Term Loans in the inverse order of their maturities. SECTION 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 businessbusiness for net cash proceeds in the aggregate since the Closing Date in excess of an amount equal to 10% of Borrowees plant, property and equipment as reflected on the most recent Borrower financial statement submitted to the Agent pursuant to SECTION 5.3.2 and 5.3.3, 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 after in the Conversioninverse order of their maturities 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 assets which are obsolete, worn-out or no longer used or useful in Borrower's business and Borrower may use the proceeds of such sale to purchase other assets which is useful or necessary in the operation of Borrower's business.