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 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 September 30, 1999 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. 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 amount in excess of $250,000 with respect to any occurrence or related series of occurrences 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 Agent 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 assets (tangible or intangible) other than in the ordinary course of its business 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 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 Term 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 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 September 30December 31, 1999 if at the end of any such fiscal year the Leverage Ratio is at any time greater than 2.0:11999, 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 $250,000 with respect to any occurrence or related series 100,000 during the term of occurrences in any 12-month periodthis 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 given within ten (10) Business Days following the determination that a prepayment is due hereunderAgent. 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 assets (tangible or intangible) asset other than in the ordinary course of its business 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 Datebusiness, the Borrower and/or such Subsidiary shall remit 100% of the net cash proceeds of any such 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 after 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 Term 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.Conversion

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 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 September 30December 31, 1999 if at the end of any such fiscal year the Leverage Ratio is at any time greater than 2.0:11996, 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) fifty percent (50%) 75% of the amount, if any, of Excess Cash Flow for such fiscal year less ---- (ii) voluntary prepayments of the 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 amount in excess of $250,000 100,000 with respect to any occurrence or related series of occurrences 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 given within ten (10) Business Days following the determination that a prepayment is due hereunderAgent. 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 assets (tangible or intangible) asset other than in the ordinary course of its business 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 DateDate in excess of $100,000, the Borrower and/or such Subsidiary shall remit 100% of the net cash proceeds of any such sale, assignment or other transfer which are in excess of such amounts 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 in the inverse order of their maturities accordance with Section 2.6.1.6 --------------- within 90 days 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 asset (tangible or intangible) of its equipment which is obsolete, worn-out or no longer used or useful, or to be used, useful in Borrower's business and Borrower may use the proceeds of such sale to purchase other assets (tangible or intangible) equipment which are, or will be, is 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 hereunderbusiness. 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-8 in respect of employee stock options) or otherwise conducts an 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 securities shares of its capital stock shall prepay to the Agent for the accounts pro rata account of each Lender an amount of the Lenders outstanding principal balances of the Term Loans in accordance with their Pro Rata Shares the lesser of (i) the net proceeds of such offering and (ii) the an amount equal to that 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 Loans plus the Revolving Credit Loan Commitment to an amount that is less than or equal to or less than the product of (A) 2.00 times EBITDA for the rolling four Borrower fiscal quarter period consisting of the most recent Borrower fiscal quarter then ended in which repayment is made and the Borrower's three immediately preceding fiscal quarters TIMES (B) two (2)quarters. Section 2.6.1.6. Any such prepayment 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 installments of the Term Loans in the inverse order of their maturities.the 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 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 Term Loans consisting of a Prime Rate Loan, 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 account of the Lenders in accordance with their Pro Rata SharesLenders, 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 September 30December 31, 1999 if at the end of any such fiscal year the Leverage Ratio is at any time greater than 2.0:11997, 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%) 60% of the amount, if any, of Excess Cash Flow for such fiscal year less (ii) voluntary prepayments of the 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 amount in excess of $250,000 with respect to any occurrence or related series 100,000 during the term of occurrences in any 12-month periodthis 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 given within ten (10) Business Days following the determination that a prepayment is due hereunderAgent. 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 assets (tangible or intangible) asset other than in the ordinary course of its business 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 DateDate in excess of $100,000, the Borrower and/or such Subsidiary shall remit 100% of the net cash proceeds of any such 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 10 Business Days of the date of Borrower's or any Subsidiary's receipt of such net cash proceedsproceeds 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 asset (tangible or intangible) of its equipment which is obsolete, worn-out or no longer used or useful, or to be used, useful in Borrower's business and Borrower may use the proceeds of such sale to purchase other assets (tangible or intangible) equipment which are, or will be, is 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 hereunderbusiness. 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-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 shares of its capital stock shall prepay to the Agent for the accounts of the Lenders in accordance with their Pro Rata Shares the lesser of (i) 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 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 maturitiesoffering. SECTION 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 CommitmentFormula Amount, 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 Term 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 September 30December 31, 1999 if at the end of any such fiscal year the Leverage Ratio is at any time greater than 2.0:11999, 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 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 $250,000 with respect to any occurrence or related series 100,000 during the term of occurrences in any 12-month periodthis 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 given within ten (10) Business Days following the determination that a prepayment is due hereunderAgent. 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 assets (tangible or intangible) asset other than in the ordinary course of its business 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 Datebusiness, the Borrower and/or such Subsidiary shall remit 100% of the net cash proceeds of any such 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 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 asset (tangible or intangible) of its equipment which is obsolete, worn-out or no longer used or useful, or to be used, useful in Borrower's business and Borrower may use the proceeds of such sale to purchase other assets (tangible or intangible) equipment which are, or will be, is 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 hereunderbusiness. 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 Term 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 September 30, 1999 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. 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[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 $250,000 an amount equal to 10% of Borrower's 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 with respect to any occurrence or related series of occurrences 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 given within ten (10) Business Days following the determination that a prepayment is due hereunderAgent. 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 assets (tangible or intangible) asset other than in the ordinary course of its business 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 DateDate 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 any such 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 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 asset (tangible or intangible) of its assets which is are obsolete, worn-out or no longer used or useful, or to be used, useful 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, is 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 hereunderbusiness. 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 Term 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.