Common use of Mandatory Prepayment; Commitment Termination; Cash Collateral Clause in Contracts

Mandatory Prepayment; Commitment Termination; Cash Collateral. The outstanding Obligations shall be subject to prepayment as follows: (a) If at any time the amount of the Credit Extensions exceeds the Line Cap, the Borrower will (x) immediately upon notice from the Administrative Agent if such notice is received on or before 12:00 noon on a Business Day, or (y) if such notice is received after 12:00 noon on a Business Day, by 10:00 a.m. on the next succeeding Business Day, (1) prepay the Loans in an amount necessary to eliminate such excess, and (2) if, after giving effect to the prepayment in full of all outstanding Loans such excess has not been eliminated, deposit cash into the applicable Cash Collateral Account in an amount equal to 103% of the Letters of Credit Outstanding. (b) The Revolving Credit Loans shall be repaid daily in accordance with (and to the extent required under) the provisions of SECTION 2.18, to the extent then applicable. (c) The Borrower shall prepay the Loans in an amount equal to the Net Proceeds received by a Loan Party on account of a Prepayment Event, irrespective of whether a Cash Dominion Event then exists and is continuing. (d) Any payments made pursuant to SECTIONS 2.17(b) and (c) above at any time when an Event of Default is not then continuing (it being understood and agreed that if an Event of Default shall have occurred and be continuing, SECTION 7.03 shall apply), shall be applied to the Obligations in the following order of priority: (A) FIRST, to pay interest and fees due and payable on the Credit Extensions to the Borrower; (B) SECOND, to pay outstanding Swingline Loans of the Borrower; (C) THIRD, to pay all outstanding reimbursement obligations for drawings made under Letters of Credit of the Borrower; (D) FOURTH, to pay principal outstanding under outstanding Loans to the Borrower that are Prime Rate Loans; and (E) FIFTH, to pay outstanding Loans of the Borrower that are LIBO Loans and all Breakage Costs due in respect of such repayment or, at the Borrower’s option, to fund a cash collateral deposit to the Cash Collateral Account pursuant to SECTION 2.17(e) sufficient to pay, and with direction to pay, all such outstanding LIBO Loans on the last day of the then pending Interest Period therefor; (F) SIXTH, in each case at the option of the Administrative Agent (or at the direction of the Required Lenders), in the following priority: (1) to pay outstanding Obligations with respect to Cash Management Services furnished to any Loan Party; (2) to pay Credit Party Expenses, indemnities and other similar amounts then due to the Agents in connection with Credit Extensions to the Borrower; (3) to pay Credit Party Expenses, indemnities and other similar amounts then due to the Lenders in connection with Credit Extensions to the Borrower; and (4) to pay all other outstanding Obligations of the Borrower. (e) Subject to the foregoing, outstanding Prime Rate Loans shall be prepaid before outstanding LIBO Loans are prepaid. Each partial prepayment of LIBO Loans shall be in an integral multiple of $1,000,000. No prepayment of LIBO Loans shall be permitted pursuant to this SECTION 2.17 other than on the last day of an Interest Period applicable thereto, unless the Borrower reimburses the Lenders for all Breakage Costs associated therewith within five (5) Business Days of receiving a written demand for such reimbursement which sets forth the calculation of such Breakage Costs in reasonable detail. In order to avoid such Breakage Costs, as long as no Specified Default has occurred and is continuing, at the request of the Borrower, the Administrative Agent shall hold all amounts required to be applied to LIBO Loans in the Cash Collateral Account and will apply such funds to the applicable LIBO Loans at the end of the then pending Interest Period therefor (provided that the foregoing shall in no way limit or restrict the Agents’ rights upon the subsequent occurrence of an Event of Default). Except to the extent occurring as a result of a mandatory prepayment pursuant to this SECTION 2.17, no partial prepayment of a Borrowing of LIBO Loans shall result in the aggregate principal amount of the LIBO Loans remaining outstanding pursuant to such Borrowing being less than $5,000,000. A prepayment of the Revolving Credit Loans pursuant to this SECTION 2.17 shall not permanently reduce the Total Commitments. (f) All amounts required to be applied to all Revolving Credit Loans hereunder (other than Swingline Loans) shall be applied ratably in accordance with each Lender’s Commitment Percentage. All credits against the Obligations shall be conditioned upon final payment to the Administrative Agent of the items giving rise to such credits. If any item credited to the Loan Account is dishonored or returned unpaid for any reason, whether or not such return is rightful or timely, the Administrative Agent shall have the right to reverse such credit and charge the amount of such item to the Loan Account and the Borrower shall indemnify the Credit Parties against all claims and losses resulting from such dishonor or return. (g) Upon the Termination Date, the Borrower shall cause Payment in Full to occur.

Mandatory Prepayment; Commitment Termination; Cash Collateral. The outstanding Obligations shall be subject to prepayment as follows: (a) If at any time the amount of the Credit Extensions exceeds by the Line CapLenders causes Availability to be less than zero (including as a result of a reduction or termination of Commitments pursuant to SECTION 2.15), the Borrower will (x) Borrowers will, immediately upon notice from the Administrative Agent if such notice is received on or before 12:00 noon on a Business Day, or Agent: (y) if such notice is received after 12:00 noon on a Business Day, by 10:00 a.m. on the next succeeding Business Day, (1x) prepay the Loans in an amount necessary to eliminate such excess, deficiency and (2y) if, after giving effect to the prepayment in full of all outstanding Loans such excess deficiency has not been eliminated, deposit cash into the applicable Cash Collateral Account in an amount equal to 103% of the Letters of Credit Outstanding. (b) The Revolving Credit Loans shall be repaid daily in accordance with (and to the extent required under) the provisions of SECTION 2.18, to the extent then applicable. (c) The Borrower shall prepay the Loans in an amount equal to the Any Net Proceeds received by a Loan Party on account of from a Prepayment EventEvent (other than Excluded Net Proceeds), irrespective of whether or not a Cash Dominion Event then exists exists, shall be paid over to the Administrative Agent on receipt by the Loan Parties and is continuingshall be utilized to prepay the Revolving Credit Loans in the order of priority set forth in SECTION 7.03. The Agents shall not be obligated to release their Liens on any Collateral included in such Prepayment Event until such Net Proceeds have been so received (to the extent required in this clause (c)). The application of such Net Proceeds to the Revolving Credit Loans shall not reduce the Commitments. If all Obligations then due are paid, any excess Net Proceeds shall be remitted to the operating account of the Loan Parties maintained with the Administrative Agent. (d) Any payments made pursuant to SECTIONS 2.17(bExcept as set forth in SECTION 2.17(c) and (c) above at except during the continuance of a Cash Dominion Event, any time when an Event of Default is not then continuing (it being understood Net Proceeds, Cash Receipts and agreed that if an Event of Default shall have occurred and be continuing, SECTION 7.03 shall apply), other payments received by the Administrative Agent shall be applied to as the Obligations in the following order of priority: (A) FIRST, to pay interest and fees due and payable on the Credit Extensions to the Borrower; (B) SECOND, to pay outstanding Swingline Loans of the Borrower; (C) THIRD, to pay all outstanding reimbursement obligations for drawings made under Letters of Credit of the Borrower; (D) FOURTH, to pay principal outstanding under outstanding Loans to the Lead Borrower that are Prime Rate Loans; and (E) FIFTH, to pay outstanding Loans of the Borrower that are LIBO Loans and all Breakage Costs due in respect of such repayment or, at the Borrower’s option, to fund a cash collateral deposit to the Cash Collateral Account pursuant to SECTION 2.17(e) sufficient to pay, and with direction to pay, all such outstanding LIBO Loans on the last day of the then pending Interest Period therefor; (F) SIXTH, in each case at the option of shall direct the Administrative Agent (or at the direction of the Required Lenders), in the following priority: (1) to pay outstanding Obligations with respect to Cash Management Services furnished to any Loan Party; (2) to pay Credit Party Expenses, indemnities and other similar amounts then due to the Agents in connection with Credit Extensions to the Borrower; (3) to pay Credit Party Expenses, indemnities and other similar amounts then due to the Lenders in connection with Credit Extensions to the Borrower; and (4) to pay all other outstanding Obligations of the Borrowerwriting. (e) Subject to the foregoing, outstanding Prime Rate Loans shall be prepaid before outstanding LIBO Loans are prepaid. Each partial prepayment of LIBO Loans shall be in an integral multiple of $1,000,000. No prepayment of LIBO Loans shall be permitted pursuant to this SECTION 2.17 other than on the last day of an Interest Period applicable thereto, unless the Borrower reimburses Borrowers reimburse the Lenders for all Breakage Costs associated therewith within five ten (510) Business Days of receiving a written demand for such reimbursement which sets forth the calculation of such Breakage Costs in reasonable detail. In order to avoid such Breakage Costs, as long as no Specified Default Cash Dominion Event has occurred and is continuing, at the request of the Lead Borrower, the Administrative Agent shall hold all amounts required to be applied to LIBO Loans in the Cash Collateral Account and will apply such funds to the applicable LIBO Loans at the end of the then pending Interest Period therefor (provided that the foregoing shall in no way limit or restrict the Agents’ rights upon the subsequent occurrence and during the continuance of an Event of Defaultany Cash Dominion Event). Except to the extent occurring as a result of a mandatory prepayment pursuant to this SECTION 2.17, no partial prepayment of a Borrowing of LIBO Loans shall result in the aggregate principal amount of the LIBO Loans remaining outstanding pursuant to such Borrowing being less than $5,000,000. A prepayment of the Revolving Credit Loans pursuant to this SECTION 2.16 or SECTION 2.17 shall not permanently reduce the Total Commitments. (f) All amounts required to be applied to all Revolving Credit Loans hereunder (other than Swingline Loans) shall be applied ratably in accordance with each Lender’s Commitment Percentage. All credits against the Obligations shall be conditioned upon final payment to the Administrative Agent of the items giving rise to such credits. If any item credited to the Loan Account is dishonored or returned unpaid for any reason, whether or not such return is rightful or timely, the Administrative Agent shall have the right to reverse such credit and charge the amount of such item to the Loan Account and the Borrower shall indemnify the Credit Parties against all claims and losses resulting from such dishonor or return. (g) Upon the Termination Date, the Borrower Commitments and the credit facility provided hereunder shall cause Payment be terminated in Full to occurfull and the Loan Parties shall pay, in full and in cash, all outstanding Revolving Credit Loans and all other outstanding Obligations then owing by them.

Mandatory Prepayment; Commitment Termination; Cash Collateral. The outstanding Obligations shall be subject to payment and mandatory prepayment as follows: (a) If at any time the amount of the Credit Extensions exceeds the Line Loan Cap, the Borrower will (x) immediately upon notice from the Administrative Agent if such notice is received on or before 12:00 noon on a Business Day, or (y) if such notice is received after 12:00 noon on a Business Day, by 10:00 a.m. on the next succeeding Business Day, (1A) prepay the Loans in an amount necessary to eliminate such excess, and (2B) if, after giving effect to the prepayment in full of all outstanding Loans such excess has not been eliminated, deposit cash into the applicable Cash Collateral Account in an amount equal to 103% of the Letters of Credit Outstanding. (b) The Revolving Credit Loans shall be repaid daily in accordance with (and to the extent required under) the provisions of SECTION 2.18, to the extent then applicableSection 2.24 hereof. (c) The Borrower shall prepay the Loans in an amount equal Subject to the Net Proceeds received by a Loan Party on account provisions of a Prepayment Event, irrespective of whether a Cash Dominion Event then exists and is continuing. (d) Any payments made pursuant to SECTIONS 2.17(bSections 2.20(a) and (c) above at any time when an Event of Default is not then continuing (it being understood and agreed that if an Event of Default shall have occurred and be continuing, SECTION 7.03 shall applyb), shall be applied to the Obligations in the following order of priority: (A) FIRST, to pay interest and fees due and payable on the Credit Extensions to the Borrower; (B) SECOND, to pay outstanding Swingline Loans of the Borrower; (C) THIRD, to pay all outstanding reimbursement obligations for drawings made under Letters of Credit of the Borrower; (D) FOURTH, to pay principal outstanding under outstanding Loans to the Borrower that are Prime Rate Loans; and (E) FIFTH, to pay outstanding Loans of the Borrower that are LIBO Loans and all Breakage Costs due in respect of such repayment or, at the Borrower’s option, to fund a cash collateral deposit to the Cash Collateral Account pursuant to SECTION 2.17(e) sufficient to pay, and with direction to pay, all such outstanding LIBO Loans on the last day of the then pending Interest Period therefor; (F) SIXTH, in each case at the option of the Administrative Agent (or at the direction of the Required Lenders), in the following priority: (1) to pay outstanding Obligations with respect to Cash Management Services furnished to any Loan Party; (2) to pay Credit Party Expenses, indemnities and other similar amounts then due to the Agents in connection with Credit Extensions to the Borrower; (3) to pay Credit Party Expenses, indemnities and other similar amounts then due to the Lenders in connection with Credit Extensions to the Borrower; and (4) to pay all other outstanding Obligations of the Borrower. (e) Subject to the foregoing, outstanding Prime Rate Loans shall be prepaid before outstanding LIBO Loans are prepaid. Each partial prepayment of LIBO Loans shall be in an integral multiple of $1,000,000500,000. No prepayment of LIBO Loans shall be permitted pursuant to this SECTION 2.17 Section 2.20 other than on the last day of an Interest Period applicable thereto, unless the Borrower simultaneously reimburses the Lenders for all “Breakage Costs Costs” (as defined in Section 2.21(b) below) associated therewith within five (5) Business Days of receiving a written demand for such reimbursement which sets forth the calculation of such Breakage Costs in reasonable detailtherewith. In order to avoid such Breakage Costs, as long as no Specified Event of Default has occurred and is continuing, at the request of the Borrower, the Administrative Agent shall hold all amounts required to be applied to LIBO Loans in the Cash Collateral Account and will apply such funds to the applicable LIBO Loans at the end of the then pending Interest Period therefor and such LIBO Loans shall continue to bear interest at the rate set forth in Section 2.10 until the amounts in the Cash Collateral Account have been so applied (provided that the foregoing shall in no way limit or restrict the Agents’ rights upon the subsequent occurrence of an Event of Default). Except to the extent occurring as a result of a mandatory prepayment pursuant to this SECTION 2.17, no No partial prepayment of a Borrowing of LIBO Loans shall result in the aggregate principal amount of the LIBO Loans remaining outstanding pursuant to such Borrowing being less than $5,000,0001,000,000. A Except as provided in Section 2.17, any prepayment of the Revolving Credit Loans pursuant to this SECTION 2.17 shall not permanently reduce the Total Commitments. (fd) All amounts required to be applied to all Revolving Credit Loans hereunder (other than Swingline Loans) shall be applied ratably in accordance with each Lender’s Commitment Percentage. All credits against the Obligations shall be conditioned upon final payment to the Administrative Agent of the items giving rise to such credits. If any item credited to the Loan Account is dishonored or returned unpaid for any reason, whether or not such return is rightful or timely, the Administrative Agent shall have the right to reverse such credit and charge the amount of such item to the Loan Account and the Borrower shall indemnify the Credit Parties against all claims and losses resulting from such dishonor or return. (ge) Upon the Termination Date, the Commitments and the credit facility provided hereunder shall be terminated in full and the Borrower shall cause Payment pay, in Full to occurfull and in cash, all outstanding Loans and all other outstanding Obligations.

Mandatory Prepayment; Commitment Termination; Cash Collateral. The outstanding Obligations shall be subject to prepayment and/or cash collateralization of Letters of Credit as follows: (a) If at any time the amount of the Tranche A Credit Extensions by the Tranche A Lenders exceeds the Line Caplesser of the aggregate Tranche A Commitments or the Tranche A Borrowing Base, the Borrower will (x) Borrowers will, immediately upon notice from the Administrative Agent if such notice is received on or before 12:00 noon on a Business Day, or Agent: (y) if such notice is received after 12:00 noon on a Business Day, by 10:00 a.m. on the next succeeding Business Day, (1i) prepay the Tranche A Loans (including Swingline Loans) in an amount necessary to eliminate such excess, deficiency and (2ii) if, after giving effect to the prepayment in full of all outstanding Tranche A Loans such excess deficiency has not been eliminated, deposit cash into the applicable Cash Collateral Account in an amount equal to 103101.5% of the Letters Letter of Credit OutstandingOutstandings. (b) If at any time the amount of the Credit Extensions by the Lenders causes Excess Availability to be less than zero, the Borrowers will, immediately upon notice from the Administrative Agent: (x) prepay the Tranche A Loans in an amount necessary to eliminate such deficiency; and (y) if, after giving effect to the prepayment in full of all outstanding Tranche A Loans such deficiency has not been eliminated, prepay the Tranche A-1 Loans in an amount necessary to eliminate such deficiency, and (z) if, after giving effect to the prepayment in full of all outstanding Tranche A Loans and Tranche A-1 Loans such deficiency has not been eliminated, deposit cash into the Cash Collateral Account in an amount equal to 101.5% of the Letter of Credit Outstandings. (c) The Revolving Credit Loans shall be repaid daily in accordance with (and to the extent required under) the provisions of SECTION 2.18Section 2.19, to the extent then applicable. (c) The Borrower shall prepay the Loans in an amount equal to the Net Proceeds received by a Loan Party on account of a Prepayment Event, irrespective of whether a Cash Dominion Event then exists and is continuing. (d) Any payments made pursuant to SECTIONS 2.17(b) So long as a Liquidation has not been commenced and (c) above the conditions set forth in Section 4.02 have been satisfied by the Loan Parties, at any the time when an Event of Default is not then continuing (it being understood and agreed that if an Event the delivery of Default shall have occurred and be continuingeach Borrowing Base Certificate, SECTION 7.03 shall apply), Tranche A Loans shall be applied made by the Tranche A Lenders to repay the Obligations in the following order of priority: (A) FIRST, to pay interest and fees due and payable on the Credit Extensions to the Borrower; (B) SECOND, to pay outstanding Swingline Loans of the Borrower; (C) THIRD, to pay all outstanding reimbursement obligations for drawings made under Letters of Credit of the Borrower; (D) FOURTH, to pay principal outstanding under outstanding Tranche A-1 Loans to the Borrower extent that are Prime Rate Loans; and (E) FIFTH, to pay outstanding the Tranche A-1 Loans of the Borrower that are LIBO Loans and all Breakage Costs due exceed Incremental Availability as reflected in respect of such repayment or, at the Borrower’s option, to fund a cash collateral deposit to the Cash Collateral Account pursuant to SECTION 2.17(e) sufficient to pay, and with direction to pay, all such outstanding LIBO Loans on the last day of the then pending Interest Period therefor; (F) SIXTH, in each case at the option of the Administrative Agent (or at the direction of the Required Lenders), in the following priority: (1) to pay outstanding Obligations with respect to Cash Management Services furnished to any Loan Party; (2) to pay Credit Party Expenses, indemnities and other similar amounts then due to the Agents in connection with Credit Extensions to the Borrower; (3) to pay Credit Party Expenses, indemnities and other similar amounts then due to the Lenders in connection with Credit Extensions to the Borrower; and (4) to pay all other outstanding Obligations of the BorrowerBorrowing Base Certificate. (e) Except during the continuance of a Trigger Event (Cash Dominion), any Net Cash Proceeds, Cash Receipts and other payments received by the Administrative Agent shall be applied as the Lead Borrower shall direct the Administrative Agent in writing, and otherwise consistent with the provisions of Section 2.08(b). (f) Subject to the foregoing, except as otherwise directed by the Lead Borrower (whose direction may be given only if a Trigger Event (Cash Dominion) has not occurred and is not continuing), outstanding Prime Base Rate Loans shall be prepaid before outstanding LIBO LIBOR Loans are prepaid. Each partial prepayment of LIBO Loans shall be in an integral multiple of $1,000,000. No prepayment of LIBO Loans shall be permitted pursuant to this SECTION 2.17 other than on the last day of an Interest Period applicable thereto, unless the Borrower reimburses the Lenders for all Breakage Costs associated therewith within five . (5g) Business Days of receiving a written demand for such reimbursement which sets forth the calculation of such Breakage Costs in reasonable detail. In order to avoid such Breakage Costs, as long as no Specified Default has occurred and is continuing, at the request of the Borrower, the Administrative Agent shall hold all amounts required to be applied to LIBO Loans in the Cash Collateral Account and will apply such funds to the applicable LIBO Loans at the end of the then pending Interest Period therefor (provided that the foregoing shall in no way limit or restrict the Agents’ rights upon the subsequent occurrence of an Event of Default). Except to the extent occurring as a result of a mandatory prepayment pursuant to this SECTION 2.17, no partial prepayment of a Borrowing of LIBO Loans shall result in the aggregate principal amount of the LIBO Loans remaining outstanding pursuant to such Borrowing being less than $5,000,000. A prepayment of the Revolving Credit Loans pursuant to Section 2.08 or this SECTION 2.17 Section 2.09 shall not permanently reduce the Total Commitments. (f) All amounts required to be applied to all Revolving Credit Loans hereunder (other than Swingline Loans) shall be applied ratably in accordance with each Lender’s Commitment Percentage. All credits against the Obligations shall be conditioned upon final payment to the Administrative Agent of the items giving rise to such credits. If any item credited to the Loan Account is dishonored or returned unpaid for any reason, whether or not such return is rightful or timely, the Administrative Agent shall have the right to reverse such credit and charge the amount of such item to the Loan Account and the Borrower shall indemnify the Credit Parties against all claims and losses resulting from such dishonor or return. (g) Upon the Termination Date, the Borrower Commitments and the credit facility provided hereunder shall cause Payment be terminated in Full to occurfull and the Borrowers shall pay, in full and in cash, all outstanding Loans and all other outstanding Obligations then owing by them and the Letters of Credit shall be cash collateralized as provided for in Section 2.06.

Mandatory Prepayment; Commitment Termination; Cash Collateral. The outstanding Obligations shall be subject to prepayment as follows: (a) If at any time the amount of the Credit Extensions exceeds by the Line CapLenders causes Excess Availability to be less than zero (including as a result of a reduction or termination of Commitments pursuant to SECTION 2.15), the Borrower will (x) Borrowers will, immediately upon notice from the Administrative Agent if such notice is received on or before 12:00 noon on a Business Day, or Agent: (y) if such notice is received after 12:00 noon on a Business Day, by 10:00 a.m. on the next succeeding Business Day, (1x) prepay the Loans in an amount necessary to eliminate such excess, deficiency and (2y) if, after giving effect to the prepayment in full of all outstanding Loans such excess deficiency has not been eliminated, deposit cash into the applicable Cash Collateral Account in an amount equal to 103% of the Letters of Credit Outstanding. (b) The Revolving Credit Loans shall be repaid daily in accordance with (and to the extent required under) the provisions of SECTION 2.18, to the extent then applicable. (c) The Borrower shall prepay the Loans in an amount equal to the Any Net Proceeds received by a Loan Party on account of from a Prepayment EventEvent (other than Excluded Net Proceeds), irrespective of whether or not a Cash Dominion Event then exists exists, shall be paid over to the Administrative Agent on receipt by the Loan Parties and is continuingshall be utilized to prepay the Revolving Credit Loans in the order of priority set forth in SECTION 7.03. The Agents shall not be obligated to release their Liens on any Collateral included in such Prepayment Event until such Net Proceeds have been so received (to the extent required in this clause (c)). The application of such Net Proceeds to the Revolving Credit Loans shall not reduce the Commitments. If all Obligations then due are paid, any excess Net Proceeds shall be remitted to the operating account of the Loan Parties maintained with the Administrative Agent. (d) Any payments made pursuant to SECTIONS 2.17(bExcept as set forth in SECTION 2.17(c) and (c) above at except during the continuance of a Cash Dominion Event, any time when an Event of Default is not then continuing (it being understood Net Proceeds, Cash Receipts and agreed that if an Event of Default shall have occurred and be continuing, SECTION 7.03 shall apply), other payments received by the Administrative Agent shall be applied to as the Obligations in the following order of priority: (A) FIRST, to pay interest and fees due and payable on the Credit Extensions to the Borrower; (B) SECOND, to pay outstanding Swingline Loans of the Borrower; (C) THIRD, to pay all outstanding reimbursement obligations for drawings made under Letters of Credit of the Borrower; (D) FOURTH, to pay principal outstanding under outstanding Loans to the Lead Borrower that are Prime Rate Loans; and (E) FIFTH, to pay outstanding Loans of the Borrower that are LIBO Loans and all Breakage Costs due in respect of such repayment or, at the Borrower’s option, to fund a cash collateral deposit to the Cash Collateral Account pursuant to SECTION 2.17(e) sufficient to pay, and with direction to pay, all such outstanding LIBO Loans on the last day of the then pending Interest Period therefor; (F) SIXTH, in each case at the option of shall direct the Administrative Agent (or at the direction of the Required Lenders), in the following priority: (1) to pay outstanding Obligations with respect to Cash Management Services furnished to any Loan Party; (2) to pay Credit Party Expenses, indemnities and other similar amounts then due to the Agents in connection with Credit Extensions to the Borrower; (3) to pay Credit Party Expenses, indemnities and other similar amounts then due to the Lenders in connection with Credit Extensions to the Borrower; and (4) to pay all other outstanding Obligations of the Borrowerwriting. (e) Subject to the foregoing, outstanding Prime Rate Loans shall be prepaid before outstanding LIBO Loans are prepaid. Each partial prepayment of LIBO Loans shall be in an integral multiple of $1,000,000. No prepayment of LIBO Loans shall be permitted pursuant to this SECTION 2.17 other than on the last day of an Interest Period applicable thereto, unless the Borrower reimburses Borrowers reimburse the Lenders for all Breakage Costs associated therewith within five ten (510) Business Days of receiving a written demand for such reimbursement which sets forth the calculation of such Breakage Costs in reasonable detail. In order to avoid such Breakage Costs, as long as no Specified Default Cash Dominion Event has occurred and is continuing, at the request of the Lead Borrower, the Administrative Agent shall hold all amounts required to be applied to LIBO Loans in the Cash Collateral Account and will apply such funds to the applicable LIBO Loans at the end of the then pending Interest Period therefor (provided that the foregoing shall in no way limit or restrict the Agents’ rights upon the subsequent occurrence and during the continuance of an Event of Defaultany Cash Dominion Event). Except to the extent occurring as a result of a mandatory prepayment pursuant to this SECTION 2.17, no partial prepayment of a Borrowing of LIBO Loans shall result in the aggregate principal amount of the LIBO Loans remaining outstanding pursuant to such Borrowing being less than $5,000,000. A prepayment of the Revolving Credit Loans pursuant to this SECTION 2.16 or SECTION 2.17 shall not permanently reduce the Total Commitments. (f) All amounts required to be applied to all Upon the Non-Extended Termination Date, the Non-Extended Commitments and the Non-Extended Revolving Credit Loans hereunder (other than Swingline Loans) Facility shall be applied ratably terminated in accordance with each Lender’s Commitment Percentage. All credits against the Obligations shall be conditioned upon final payment to the Administrative Agent of the items giving rise to such credits. If any item credited to full and the Loan Account is dishonored or returned unpaid for any reasonParties shall pay, whether or not such return is rightful or timelyin full and in cash, the Administrative Agent shall have the right to reverse such credit and charge the amount of such item to the Loan Account and the Borrower shall indemnify the all outstanding Non-Extended Revolving Credit Parties against all claims and losses resulting from such dishonor or returnLoans. (g) Upon the Extended Termination Date, the Extended Commitments and the Extended Revolving Credit Facility shall be terminated in full and the Loan Parties shall pay, in full and in cash, all outstanding Extended Revolving Credit Loans and all other outstanding Obligations then owing by them. (h) If, on the Non-Extended Maturity Date, after giving effect to the termination of the Non-Extended Commitments and any payments made on such date pursuant to this SECTION 2.17, the aggregate outstanding Credit Extensions exceed the Extended Commitments, then the Lead Borrower shall cause Payment prepay Revolving Credit Loans and Swingline Loans to eliminate such excess and, if the aggregate principal amount of Revolving Credit Loans and Swingline Loans then outstanding is less than the amount of such excess (because Letter of Credit Outstandings constitute a portion thereof), the Lead Borrower shall, to the extent of the balance of such excess, replace outstanding Letters of Credit and/or deposit in Full the applicable Cash Collateral Account an amount in cash equal to occur103% of the Letter of Credit Outstandings owing as of such date, plus any accrued and unpaid interest thereon in accordance with the terms of SECTION 2.13(j). In the event that the Lead Borrower fails to comply with the requirements in the preceding sentence, the Extended Commitments shall automatically terminate on the Non-Extended Maturity Date; provided, that the Lead Borrower may use the proceeds of Extended Revolving Credit Loans to repay Non-Extended Revolving Credit Loans on the Non-Extended Maturity Date.

Mandatory Prepayment; Commitment Termination; Cash Collateral. The outstanding Obligations shall be subject to mandatory prepayment as follows: (a) If at any time the amount of the Credit Extensions exceeds the Line CapExcess Availability is less than zero, the Borrower Borrowers will (x) immediately upon notice from the Administrative Agent if such notice is received on or before 12:00 noon on a Business Day, or (y) if such notice is received after 12:00 noon on a Business Day, by 10:00 a.m. on the next succeeding Business Day, (1i) prepay the Revolving Loans in an amount necessary to eliminate such excessensure that Excess Availability is not less than zero, with payments first being applied to Swingline Loans, and then to Revolving Loans, and (2ii) if, after giving effect to the prepayment in full of all outstanding Loans such excess has not been eliminatedRevolving Loans, Excess Availability is less than zero, deposit cash into the applicable Cash Collateral Account in an amount equal to 103105% of the Letters of Credit Outstanding. Thereafter, provided no Event of Default then exists and the Borrower is then in compliance with the cash collateral requirements set forth in the preceding sentence, subject to the conditions set forth in Section 5.3, cash collateral may be released to the Borrowers upon the Lead Borrower's request and shall be utilized by the Borrowers prior to any further Revolving Loans being made. (b) The Revolving Credit Loans shall be repaid daily in accordance with (and to the extent required under) the provisions of SECTION 2.18Section 5.3 prior to an Event of Default and Section 6.2 after an Event of Default, to as applicable, of the extent then applicableSecurity Agreements. (c) The Borrower shall prepay the Loans in an amount equal to the Net Proceeds received by a Loan Party on account of a Prepayment Event, irrespective of whether a Cash Dominion Event then exists and is continuing. (d) Any payments made pursuant to SECTIONS 2.17(b) and (c) above at any time when an Event of Default is not then continuing (it being understood and agreed that if an Event of Default shall have occurred and be continuing, SECTION 7.03 shall apply), shall be applied to the Obligations in the following order of priority: (A) FIRST, to pay interest and fees due and payable on the Credit Extensions to the Borrower; (B) SECOND, to pay outstanding Swingline Loans of the Borrower; (C) THIRD, to pay all outstanding reimbursement obligations for drawings made under Letters of Credit of the Borrower; (D) FOURTH, to pay principal outstanding under outstanding Loans to the Borrower that are Prime Rate Loans; and (E) FIFTH, to pay outstanding Loans of the Borrower that are LIBO Loans and all Breakage Costs due in respect of such repayment or, at the Borrower’s option, to fund a cash collateral deposit to the Cash Collateral Account pursuant to SECTION 2.17(e) sufficient to pay, and with direction to pay, all such outstanding LIBO Loans on the last day of the then pending Interest Period therefor; (F) SIXTH, in each case at the option of the Administrative Agent (or at the direction of the Required Lenders), in the following priority: (1) to pay outstanding Obligations with respect to Cash Management Services furnished to any Loan Party; (2) to pay Credit Party Expenses, indemnities and other similar amounts then due to the Agents in connection with Credit Extensions to the Borrower; (3) to pay Credit Party Expenses, indemnities and other similar amounts then due to the Lenders in connection with Credit Extensions to the Borrower; and (4) to pay all other outstanding Obligations of the Borrower. (e) Subject to the foregoing, outstanding Prime Base Rate Loans shall be prepaid before outstanding LIBO Eurodollar Loans are prepaid. Each partial prepayment of LIBO Eurodollar Loans shall be in an integral multiple of $1,000,000500,000. No Any prepayment of LIBO Eurodollar Loans shall be permitted pursuant to this SECTION 2.17 other than on the last day of an Interest Period applicable thereto, unless the Borrower reimburses the Lenders for thereto shall be accompanied by all Breakage Costs associated therewith within five (5) Business Days of receiving a written demand for such reimbursement which sets forth the calculation of such Breakage Costs in reasonable detail. In order to avoid such "Breakage Costs, " (as long as no Specified Default has occurred and is continuing, at the request of the Borrower, the Administrative Agent shall hold all amounts required to be applied to LIBO Loans in the Cash Collateral Account and will apply such funds to the applicable LIBO Loans at the end of the then pending Interest Period therefor (provided that the foregoing shall in no way limit or restrict the Agents’ rights upon the subsequent occurrence of an Event of Default)defined below) associated therewith. Except to the extent occurring as a result of a mandatory prepayment pursuant to this SECTION 2.17, no No partial prepayment of a Borrowing of LIBO Eurodollar Loans shall result in the aggregate principal amount of the LIBO Eurodollar Loans remaining outstanding pursuant to such Borrowing being less than $5,000,000. A Any prepayment of the Revolving Credit Loans pursuant to this SECTION 2.17 shall not permanently reduce the Total Commitments. (fd) All amounts required to be applied to all Revolving Credit Loans hereunder or under Section 5.2 prior to an Event of Default or Section 6.2 after an Event of Default of the Security Agreements, as applicable (other than Swingline Loans) shall be applied ratably in accordance with each Lender’s 's Commitment Percentage. All credits against the Obligations shall be conditioned upon final payment to the Administrative Agent of the items giving rise to such credits. If any item credited to the Loan Account is dishonored or returned unpaid for any reason, whether or not such return is rightful or timely, the Administrative Agent shall have the right to reverse such credit and charge the amount of such item to the Loan Account and the Borrower shall indemnify the Credit Parties against all claims and losses resulting from such dishonor or return. (ge) Upon the Termination Date, the Borrower credit facilities provided hereunder shall cause Payment be terminated in Full to occurfull and the Borrowers shall pay, in full indefeasibly in cash in Dollars, all outstanding Loans and all other outstanding Obligations.

Mandatory Prepayment; Commitment Termination; Cash Collateral. The outstanding Obligations shall be subject to mandatory prepayment as follows: (a) If at any time the amount of the Credit Extensions exceeds the Line Caplower of (i) the then amount of the Commitments and (ii) the then amount of the Borrowing Base, the Borrower Borrowers will (x) immediately upon notice from the Administrative Agent if such notice is received on or before 12:00 noon on a Business Day, or (y) if such notice is received after 12:00 noon on a Business Day, by 10:00 a.m. on the next succeeding Business Day, (1A) prepay the Loans in an amount necessary to eliminate such excess, with payments first being applied to Revolving Loans and then to the Term Loans, and (2B) if, after giving effect to the prepayment in full of all outstanding Loans such excess has not been eliminated, deposit cash into the applicable Cash Collateral Account in an amount equal to 103105% of the Letters of Credit Outstanding. (b) The Revolving Credit Loans shall be repaid daily in accordance with (and to the extent required under) the provisions of SECTION 2.18, to the extent then applicableSection 2.21(i) hereof. (c) The In the event and on each occasion that any Net Proceeds are received by or on behalf of a Borrower shall in respect of any Prepayment Event, the Borrowers shall, immediately after such Net Proceeds are received, prepay the Loans in an aggregate principal amount equal to the Net Proceeds received by a Loan Party on account of a Prepayment Event, irrespective of whether a Cash Dominion Event then exists and is continuing. (di) Any payments made pursuant to SECTIONS 2.17(b) and (c) above at any time when an Event of Default is not then continuing (it being understood and agreed that if an Event of Default shall have occurred and be continuingthen exists, SECTION 7.03 shall apply)such Net Proceeds, or (ii) if no Event of Default then exists, the Prepayment Amount. The Net Proceeds prepaid from any Prepayment Event shall be applied paid FIRST, in reduction of the Swingline Loans, SECOND, in reduction of the other Loans, with payments first being applied, if no Event of Default then exists, to Revolving Loans and then to the Obligations in the following order of priority: (A) FIRSTTerm Loans, to pay interest and fees due and payable on the Credit Extensions to the Borrower; (B) SECOND, to pay outstanding Swingline Loans of the Borrower; (C) THIRD, to pay all outstanding reimbursement obligations for drawings made under Letters if an Event of Credit of the Borrower; (D) FOURTHDefault then exists, to pay principal outstanding under outstanding Loans to the Borrower that are Prime Rate Loans; and (E) FIFTH, to pay outstanding Loans of the Borrower that are LIBO Loans and all Breakage Costs due in respect of such repayment or, at the Borrower’s option, to fund a cash collateral deposit to the Cash Collateral Account pursuant as collateral for the Letter of Credit Outstandings up to SECTION 2.17(e) sufficient 105% thereof, FOURTH,, to payall other Obligations. If all Obligations are paid, any excess Net Proceeds shall be deposited in a separate cash collateral account, and with direction as long as no Event of Default then exists, shall be released to pay, all such outstanding LIBO Loans on the last day Borrowers upon the request of the then pending Interest Period therefor; (F) SIXTH, in each case at Lead Borrower and utilized by the option of the Administrative Agent (or at the direction of the Required Lenders), in the following priority: (1) to pay outstanding Obligations with respect to Cash Management Services furnished Borrowers prior to any Loan Party; (2) to pay Credit Party Expenses, indemnities and other similar amounts then due to the Agents in connection with Credit Extensions to the Borrower; (3) to pay Credit Party Expenses, indemnities and other similar amounts then due to the Lenders in connection with Credit Extensions to the Borrower; and (4) to pay all other outstanding Obligations of the Borrowerfurther Revolving Loans being made. (ed) Subject to the foregoing, outstanding Prime Base Rate Loans shall be prepaid before outstanding LIBO Eurodollar Loans are prepaid. Each partial prepayment of LIBO Eurodollar Loans shall be in an integral multiple of $1,000,000. No prepayment of LIBO Eurodollar Loans shall be permitted pursuant to this SECTION 2.17 Section 2.18 other than on the last day of an Interest Period applicable thereto, unless the Borrower reimburses Borrowers simultaneously reimburse the Lenders for all "Breakage Costs Costs" (as defined below) associated therewith within five (5) Business Days of receiving a written demand for such reimbursement which sets forth the calculation of such Breakage Costs in reasonable detailtherewith. In order to avoid such Breakage Costs, as long as no Specified Event of Default has occurred and is continuing, at the request of the Lead Borrower, the Administrative Agent shall hold all amounts required to be applied to LIBO Eurodollar Loans in the Cash Collateral Account and will apply such funds to the applicable LIBO Eurodollar Loans at the end of the then pending Interest Period therefor (provided that the foregoing shall in no way limit or restrict the Agents’ ' rights upon the subsequent occurrence of an Event of Default). Except to the extent occurring as a result of a mandatory prepayment pursuant to this SECTION 2.17, no No partial prepayment of a Borrowing of LIBO Eurodollar Loans shall result in the aggregate principal amount of the LIBO Eurodollar Loans remaining outstanding pursuant to such Borrowing being less than $5,000,000. A Any prepayment of the Term Loans shall permanently reduce the Term Commitments; any prepayment of the Revolving Credit Loans pursuant to this SECTION 2.17 shall not permanently reduce the Total Revolving Commitments. (fe) All amounts required to be applied to all Revolving Credit Loans hereunder (other than Swingline Loans) shall be applied ratably in accordance with each Lender’s 's Commitment Percentage. All credits against the Obligations ; all amounts required to be applied to Revolving Loans hereunder (other than Swingline Loans) shall be conditioned upon final payment applied ratably in accordance with each Revolving Lender's Revolving Commitment Percentage; and all amounts required to the Administrative Agent of the items giving rise be applied to such credits. If any item credited to the Loan Account is dishonored or returned unpaid for any reason, whether or not such return is rightful or timely, the Administrative Agent Term Loans hereunder shall have the right to reverse such credit and charge the amount of such item to the Loan Account and the Borrower shall indemnify the Credit Parties against all claims and losses resulting from such dishonor or returnbe applied ratably in accordance with each Term Lender's Term Commitment Percentage. (gf) Upon the Termination Date, the Borrower credit facility provided hereunder shall cause Payment be terminated in Full to occurfull and the Borrowers shall pay, in full and in cash, all outstanding Loans and all other outstanding Obligations.

Mandatory Prepayment; Commitment Termination; Cash Collateral. The outstanding Obligations shall be subject to prepayment as follows: (a) If at any time the amount of the Tranche A Credit Extensions by the Tranche A Lenders exceeds the Line Caplesser of the aggregate Tranche A Commitments or the Tranche A Borrowing Base, the Borrower will (x) Borrowers will, immediately upon notice from the Administrative Agent if such notice is received on or before 12:00 noon on a Business Day, or Agent: (y) if such notice is received after 12:00 noon on a Business Day, by 10:00 a.m. on the next succeeding Business Day, (1x) prepay the Tranche A Loans (including Swingline Loans) in an amount necessary to eliminate such excess, deficiency; and (2y) if, after giving effect to the prepayment in full of all outstanding Tranche A Loans such excess deficiency has not been eliminated, deposit cash into the applicable Cash Collateral Account in an amount equal to 103% of the Letters Letter of Credit OutstandingOutstandings. (b) If at any time the amount of the Credit Extensions by the Lenders causes Availability to be less than zero, the Borrowers will, immediately upon notice from the Administrative Agent: (x) prepay the Tranche A Loans in an amount necessary to eliminate such deficiency; and (y) if, after giving effect to the prepayment in full of all outstanding Tranche A Loans such deficiency has not been eliminated, prepay the FILO Loans in an amount necessary to eliminate such deficiency, and (z) if, after giving effect to the prepayment in full of all outstanding Tranche A Loans and FILO Loans such deficiency has not been eliminated, deposit cash into the Cash Collateral Account in an amount equal to 103% of the Letter of Credit Outstandings. (c) The Revolving Credit Loans shall be repaid daily in accordance with (and to the extent required under) the provisions of SECTION 2.18, to the extent then applicable. (c) The Borrower . All such payments shall prepay the be applied first to Tranche A Loans and after prepayment in an amount equal full thereof, to the Net Proceeds received by a Loan Party on account of a Prepayment Event, irrespective of whether a Cash Dominion Event then exists and is continuingFILO Loans. (d) Any payments made pursuant to SECTIONS 2.17(b) So long as a Liquidation has not been commenced and (c) above the conditions set forth in SECTION 4.02 have been satisfied by the Loan Parties or waived by the Administrative Agent, at any the time when an Event of Default is not then continuing (it being understood and agreed that if an Event the delivery of Default shall have occurred and be continuingeach Borrowing Base Certificate, SECTION 7.03 shall apply), Tranche A Loans shall be applied made by the Tranche A Lenders (without regard to minimum or integral amounts for such Loans) to repay the Obligations in the following order of priority: (A) FIRST, to pay interest and fees due and payable on the FILO Credit Extensions to extent the Borrower; (B) SECOND, to pay outstanding Swingline Loans FILO Credit Extensions exceed the lesser of the Borrower; (C) THIRD, to pay all outstanding reimbursement obligations for drawings made under Letters of Credit of the Borrower; (D) FOURTH, to pay principal outstanding under outstanding Loans to the Borrower that are Prime Rate Loans; and (E) FIFTH, to pay outstanding Loans of the Borrower that are LIBO Loans and all Breakage Costs due FILO Commitments or Incremental Availability as reflected in respect of such repayment or, at the Borrower’s option, to fund a cash collateral deposit to the Cash Collateral Account pursuant to SECTION 2.17(e) sufficient to pay, and with direction to pay, all such outstanding LIBO Loans on the last day of the then pending Interest Period therefor; (F) SIXTH, in each case at the option of the Administrative Agent (or at the direction of the Required Lenders), in the following priority: (1) to pay outstanding Obligations with respect to Cash Management Services furnished to any Loan Party; (2) to pay Credit Party Expenses, indemnities and other similar amounts then due to the Agents in connection with Credit Extensions to the Borrower; (3) to pay Credit Party Expenses, indemnities and other similar amounts then due to the Lenders in connection with Credit Extensions to the Borrower; and (4) to pay all other outstanding Obligations of the BorrowerBorrowing Base Certificate. (e) Except during the continuance of a Cash Dominion Event, any Net Proceeds, Cash Receipts and other payments received by the Administrative Agent shall be applied as the Lead Borrower shall direct the Administrative Agent in writing, and otherwise consistent with the provisions of SECTION 2.16(b). (f) Subject to the foregoing, except as otherwise directed by the Lead Borrower (whose direction may be given only if a Cash Dominion Event has not occurred and is not continuing), outstanding Prime Rate Loans shall be prepaid before outstanding LIBO Loans are prepaid. Each partial prepayment of LIBO Loans shall be in an integral multiple of $1,000,000. No prepayment of LIBO Loans shall be permitted pursuant to this SECTION 2.17 other than on prior to the last day of an Interest Period applicable thereto, unless the Borrower reimburses Borrowers reimburse the Lenders for all Breakage Costs associated therewith within five (5) Business Days of receiving a written demand for such reimbursement which sets forth the calculation of such Breakage Costs in reasonable detail. In order to avoid such Breakage Costs, as long as no Specified Default has occurred and is continuing, at the request of the Lead Borrower, the Administrative Agent shall hold all amounts required to be applied to LIBO Loans in the Cash Collateral Account and will apply such funds to the applicable LIBO Loans at the end of the then pending Interest Period therefor (provided that the foregoing shall in no way limit or restrict the Agents’ Administrative Agent’s or the Collateral Agent’s rights upon the subsequent occurrence and during the continuance of an any other Event of Default). Except to the extent occurring as a result of a mandatory prepayment pursuant to this SECTION 2.17, no No partial prepayment of a Borrowing of LIBO Loans shall result in the aggregate principal amount of the LIBO Loans remaining outstanding pursuant to such Borrowing being less than $5,000,000. A prepayment of the Revolving Credit Loans pursuant to this SECTION 2.16 or SECTION 2.17 shall not permanently reduce the Total Commitments. (fg) All amounts required to be applied to all Revolving Credit Loans hereunder (other than Swingline Loans) The Borrowers shall be applied ratably in accordance with each Lender’s Commitment Percentage. All credits against repay the Obligations shall be conditioned upon final payment as required pursuant to the Administrative Agent of the items giving rise to such credits. If any item credited to the Loan Account is dishonored or returned unpaid for any reason, whether or not such return is rightful or timely, the Administrative Agent shall have the right to reverse such credit and charge the amount of such item to the Loan Account and the Borrower shall indemnify the Credit Parties against all claims and losses resulting from such dishonor or returnSECTION 2.15(e). (g) Upon the Termination Date, the Borrower shall cause Payment in Full to occur.

Mandatory Prepayment; Commitment Termination; Cash Collateral. The outstanding Obligations shall be subject to mandatory prepayment as follows: (a) If at any time the amount of the Credit Extensions exceeds the Line Caplower of (i) the then amount of the Commitments and (ii) the then amount of the Borrowing Base, the Borrower will (x) immediately upon notice from the Administrative Agent if such notice is received on or before 12:00 noon on a Business Day, or (y) if such notice is received after 12:00 noon on a Business Day, by 10:00 a.m. on the next succeeding Business Day, (1A) prepay the Loans in an amount necessary to eliminate such excess, and (2B) if, after giving effect to the prepayment in full of all outstanding Loans such excess has not been eliminated, deposit cash into the applicable Cash Collateral Account in an amount equal to 103% of the Letters of Credit Outstanding. (b) The Revolving Credit Loans shall be repaid daily in accordance with (and to the extent required under) the provisions of SECTION 2.18, to the extent then applicableSection 2.23 hereof. (c) The Borrower All Obligations shall prepay be immediately repaid in full upon any Change in Control unless all of the Loans in an amount equal to the Net Proceeds received by a Loan Party on account of a Prepayment Event, irrespective of whether a Cash Dominion Event then exists and is continuingRequired Lenders otherwise agree. (d) Any payments made pursuant Subject to SECTIONS 2.17(bthe provisions of Sections 2.19(a) and (c) above at any time when an Event of Default is not then continuing (it being understood and agreed that if an Event of Default shall have occurred and be continuing, SECTION 7.03 shall applyb), shall be applied to the Obligations in the following order of priority: (A) FIRST, to pay interest and fees due and payable on the Credit Extensions to the Borrower; (B) SECOND, to pay outstanding Swingline Loans of the Borrower; (C) THIRD, to pay all outstanding reimbursement obligations for drawings made under Letters of Credit of the Borrower; (D) FOURTH, to pay principal outstanding under outstanding Loans to the Borrower that are Prime Rate Loans; and (E) FIFTH, to pay outstanding Loans of the Borrower that are LIBO Loans and all Breakage Costs due in respect of such repayment or, at the Borrower’s option, to fund a cash collateral deposit to the Cash Collateral Account pursuant to SECTION 2.17(e) sufficient to pay, and with direction to pay, all such outstanding LIBO Loans on the last day of the then pending Interest Period therefor; (F) SIXTH, in each case at the option of the Administrative Agent (or at the direction of the Required Lenders), in the following priority: (1) to pay outstanding Obligations with respect to Cash Management Services furnished to any Loan Party; (2) to pay Credit Party Expenses, indemnities and other similar amounts then due to the Agents in connection with Credit Extensions to the Borrower; (3) to pay Credit Party Expenses, indemnities and other similar amounts then due to the Lenders in connection with Credit Extensions to the Borrower; and (4) to pay all other outstanding Obligations of the Borrower. (e) Subject to the foregoing, outstanding Prime Rate Loans shall be prepaid before outstanding LIBO Loans are prepaid. Each partial prepayment of LIBO Loans shall be in an integral multiple of $1,000,000500,000. No prepayment of LIBO Loans shall be permitted pursuant to this SECTION 2.17 Section 2.19 other than on the last day of an Interest Period applicable thereto, unless the Borrower simultaneously reimburses the Lenders for all “Breakage Costs Costs” (as defined in Section 2.20(b) below) associated therewith within five (5) Business Days of receiving a written demand for such reimbursement which sets forth the calculation of such Breakage Costs in reasonable detailtherewith. In order to avoid such Breakage Costs, as long as no Specified Event of Default has occurred and is continuing, at the request of the Borrower, the Administrative Agent shall hold all amounts required to be applied to LIBO Loans in the Cash Collateral Account and will apply such funds to the applicable LIBO Loans at the end of the then pending Interest Period therefor and such LIBO Loans shall continue to bear interest at the rate set forth in Section 2.10 until the amounts in the Cash Collateral Account have been so applied (provided that the foregoing shall in no way limit or restrict the Agents’ rights upon the subsequent occurrence of an Event of Default). Except to the extent occurring as a result of a mandatory prepayment pursuant to this SECTION 2.17, no No partial prepayment of a Borrowing of LIBO Loans shall result in the aggregate principal amount of the LIBO Loans remaining outstanding pursuant to such Borrowing being less than $5,000,0001,000,000. A Except as provided in Section 2.16 and Section 2.19(c), any prepayment of the Revolving Credit Loans pursuant to this SECTION 2.17 shall not permanently reduce the Total Commitments. (fe) All amounts required to be applied to all Revolving Credit Loans hereunder (other than Swingline Loans) shall be applied ratably in accordance with each Lender’s Commitment Percentage. All credits against the Obligations shall be conditioned upon final payment to the Administrative Agent of the items giving rise to such credits. If any item credited to the Loan Account is dishonored or returned unpaid for any reason, whether or not such return is rightful or timely, the Administrative Agent shall have the right to reverse such credit and charge the amount of such item to the Loan Account and the Borrower shall indemnify the Credit Parties against all claims and losses resulting from such dishonor or return. (gf) Upon the Termination Date, the Commitments and the credit facility provided hereunder shall be terminated in full and the Borrower shall cause Payment pay, in Full to occurfull and in cash, all outstanding Loans and all other outstanding Obligations.

Mandatory Prepayment; Commitment Termination; Cash Collateral. The outstanding Obligations shall be subject to mandatory prepayment as follows: (a) If at any time the amount of the Tranche A Credit Extensions exceeds the Line Caplower of (i) the then amount of the Tranche A Commitments and (ii) the then amount of the Borrowing Base, plus the cash held in the Cash Collateral Account, the Borrower will (x) immediately upon notice from the Administrative Agent if such notice is received on or before 12:00 noon on a Business Day, or (y) if such notice is received after 12:00 noon on a Business Day, by 10:00 a.m. on the next succeeding Business Day, (1A) prepay the Tranche A Loans in an amount necessary to eliminate such excess, excess and (2B) if, after giving effect to the prepayment in full of all outstanding Tranche A Loans such excess has not been eliminated, deposit cash into the applicable Cash Collateral Account in an amount equal to 103105% of the Letters remaining amount of Credit Outstandingsuch excess. (b) The Revolving Credit Tranche A Loans shall be repaid daily in accordance with (and to the extent required under) the provisions of SECTION 2.18, to the extent then applicableSection 2.21(h) hereof. (c) The If at any time the Appraisal Covenant is breached, the Borrower shall will within one Business Day (A) prepay the Tranche A Loans in an amount necessary to remediate such breach, (B) if, after giving effect to the prepayment in full of all outstanding Tranche A Loans such breach has not been remediated, prepay the Tranche B Loans in an amount necessary to remediate such breach. (d) In the event and on each occasion that any Net Proceeds are received by or on behalf of a Transaction Party or any Subsidiary in respect of any Prepayment Event, the Borrower shall, immediately after such Net Proceeds are received, prepay the Loans in an aggregate principal amount equal to the such Net Proceeds received by a Loan Party on account of a Prepayment Event, irrespective of whether a Cash Dominion Event then exists and is continuing. (d) Any payments made pursuant to SECTIONS 2.17(b) and (c) above at any time when an Event of Default is not then continuing (it being understood and agreed that if an Event of Default shall have occurred and be continuing, SECTION 7.03 shall apply), shall be applied to the Obligations in the following order of priority: (A) FIRST, to pay interest and fees due and payable on the Credit Extensions to the Borrower; (B) SECOND, to pay outstanding Swingline Loans of the Borrower; (C) THIRD, to pay all outstanding reimbursement obligations for drawings made under Letters of Credit of the Borrower; (D) FOURTH, to pay principal outstanding under outstanding Loans to the Borrower that are Prime Rate Loans; and (E) FIFTH, to pay outstanding Loans of the Borrower that are LIBO Loans and all Breakage Costs due in respect of such repayment or, at the Borrower’s option, to fund a cash collateral deposit to the Cash Collateral Account pursuant to SECTION 2.17(e) sufficient to pay, and with direction to pay, all such outstanding LIBO Loans on the last day of the then pending Interest Period therefor; (F) SIXTH, in each case at the option of the Administrative Agent (or at the direction of the Required Lenders), in the following priority: (1i) Except as provided in clauses (A) - (C) and subparagraph (iii), below, the Net Proceeds realized from any Prepayment Event shall be paid FIRST, in reduction of the Swingline Loans, SECOND, in reduction of the Tranche A Loans, THIRD, to the Cash Collateral Account as collateral for the Letter of Credit Outstandings, FOURTH, to the Tranche B Loans, and FIFTH, to all other Obligations. Notwithstanding the foregoing, prior to the occurrence of an Event of Default, (A) The Net Proceeds from any bulk sale of Inventory not in the ordinary course shall be applied first, to the Tranche A Loans (including Swingline Loans) up to the then applicable Inventory Advance Rate and second to the Tranche B Loans in an amount up to 12% of the Net Proceeds. Any Net Proceeds in excess of the foregoing amounts shall be applied in reduction of the Tranche A Loans (including Swingline Loans), or if no such Tranche A Loans are then outstanding, to the Cash Collateral Account as collateral for the Letter of Credit Outstandings. (B) The Net Proceeds from any sale of Eligible Real Estate shall be applied first, to the Tranche A Loans (including Swingline Loans) up to the then applicable advance rate against such Eligible Real Estate, and second to the Tranche B Loans up to 75% of remaining Net Proceeds. Any Net Proceeds in excess of the foregoing amounts shall be applied in reduction of the Tranche A Loans (including Swingline Loans), or if no such Tranche A Loans are then outstanding, to the Cash Collateral Account as collateral for the Letter of Credit Outstandings. (C) The Net Proceeds from the sale of any Real Estate (whether owned or leased) other than Eligible Real Estate shall be applied seventy percent (70%) to pay outstanding Obligations with respect the Tranche A Loans (including Swingline Loans) (or if no such Tranche A Loans are then outstanding, to the Cash Management Services furnished Collateral Account as collateral for the Letter of Credit Outstandings) and thirty percent (30%) to any Loan Party;the Tranche B Loans. (2ii) All Net Proceeds from the store closing sales being conducted at the Initial Store Closing Locations (including related fixed asset sales but excluding Net Proceeds from the disposition of the Real Estate at such Initial Store Closing Locations (whether owned or leased) as to pay Credit Party Expenseswhich Section 2.18(d)(i)(C) shall apply) shall be applied in reduction of the Tranche A Loans (including Swingline Loans), indemnities and other similar amounts or if no such Tranche A Loans are then due outstanding, to the Agents in connection with Cash Collateral Account as collateral for the Letter of Credit Extensions Outstandings. (iii) Notwithstanding the provisions of Sections 2.18(d)(i) and (ii), to the Borrower; (3) extent that the Tranche B Loans have been reduced to pay Credit Party Expenses$20,000,000, indemnities and other similar amounts then due no Net Proceeds shall be applied to the Lenders Tranche B Loans, except (A) after the occurrence of an Event of Default, but only after termination of the Tranche A Commitments and repayment of all Tranche A Loans in connection with full and cash collateralization or expiration of all Letter of Credit Extensions Outstandings, or (B) if the payment occurs nine months or more after the Closing Date (irrespective of whether the date of consummation of the transaction giving rise to such Net Proceeds was prior or subsequent to the Borrower; and (4) to pay all other outstanding Obligations end of the Borrowersuch nine month period. (e) The Net Proceeds realized from all fixed assets (as determined in accordance with GAAP) other than Real Estate or as provided in subsection (d), above, shall be paid FIRST, to the Tranche B Loans, SECOND, in reduction of the Swingline Loans, THIRD, in reduction of the Tranche A Loans, FOURTH, to the Cash Collateral Account as collateral for the Letter of Credit Outstandings, FIFTH, to all other Obligations other than the Chase Obligations (the Chase Obligations not being entitled to any Net Proceeds except as provided in Section 7.04 hereof), provided that to the extent that the Tranche B Loans have been reduced to $20,000,000, no Net Proceeds shall be applied to the Tranche B Loans except (i) after the occurrence of an Event of Default or (ii) if the payment occurs nine months or more after the Closing Date (irrespective of whether the date of consummation of the transaction giving rise to such Net Proceeds was prior or subsequent to the end of such nine month period). (f) Subject to the foregoing, outstanding Prime Rate ABR Loans shall be prepaid before outstanding LIBO Eurodollar Loans are prepaid. Each partial prepayment of LIBO Eurodollar Loans shall be in an integral multiple of $1,000,000. No prepayment of LIBO Eurodollar Loans shall be permitted pursuant to this SECTION 2.17 Section 2.18 other than on the last day of an Interest Period applicable thereto, unless the Borrower simultaneously reimburses the Tranche A Lenders for all "Breakage Costs Costs" (as defined below) associated therewith within five (5) Business Days of receiving a written demand for such reimbursement which sets forth the calculation of such Breakage Costs in reasonable detailtherewith. In order to avoid such Breakage Costs, as long as no Specified Default has occurred and is continuing, at the request of the Borrower, the Administrative Agent shall hold all amounts required to be applied to LIBO Loans in the Cash Collateral Account and will apply such funds to the applicable LIBO Loans at the end of the then pending Interest Period therefor (provided that the foregoing shall in no way limit or restrict the Agents’ rights upon the subsequent occurrence of an Event of Default). Except to the extent occurring as a result of a mandatory prepayment pursuant to this SECTION 2.17, no partial prepayment of a Borrowing of LIBO Loans shall result in the aggregate principal amount of the LIBO Loans remaining outstanding pursuant to such Borrowing being less than $5,000,000. A prepayment of the Revolving Credit Loans pursuant to this SECTION 2.17 shall not permanently reduce the Total Commitments. (f) All amounts required to be applied to all Revolving Credit Loans hereunder (other than Swingline Loans) shall be applied ratably in accordance with each Lender’s Commitment Percentage. All credits against the Obligations shall be conditioned upon final payment to the Administrative Agent of the items giving rise to such credits. If any item credited to the Loan Account is dishonored or returned unpaid for any reason, whether or not such return is rightful or timely, the Administrative Agent shall have the right to reverse such credit and charge the amount of such item to the Loan Account and the Borrower shall indemnify the Credit Parties against all claims and losses resulting from such dishonor or return.to (g) Upon the Termination Date, the credit facility provided hereunder shall be terminated in full and the Borrower shall cause Payment pay, in Full to occurfull and in cash, all outstanding Loans and all other outstanding Obligations.

Mandatory Prepayment; Commitment Termination; Cash Collateral. The outstanding Obligations shall be subject to prepayment as follows: (a) If at any time the amount of the Revolving Credit Extensions exceeds the Revolving Line Cap, the Borrower will (x) immediately upon notice from the Administrative Agent if such notice is received on or before 12:00 noon on a Business Day, or (y) if such notice is received after 12:00 noon on a Business Day, by 10:00 a.m. on the next succeeding Business Day, (1) prepay the Revolving Credit Loans in an amount necessary to eliminate such excess, and (2) if, after giving effect to the prepayment in full of all outstanding Revolving Credit Loans such excess has not been eliminated, deposit cash into the applicable Cash Collateral Account in an amount equal to 103% of the Letters of Credit Outstanding. (b) The Revolving Credit The[Revolving Credit] Loans shall be repaid daily in accordance with (and to the extent required under) the provisions of SECTION 2.18, to the extent then applicable. (c) The Borrower shall prepay the Loans in an amount equal to the Net Proceeds received by a Loan Party on account of a Prepayment Event, irrespective of whether a Cash Dominion Event then exists and is continuing; provided, however, no ABL Term Loan Prepayment Premium shall be paid in connection with prepayment of any Loans as a result of any event described in clause (b) of the definition of Prepayment Event. (d) Any payments made pursuant to SECTIONS 2.17(b) and (c) above at any time when an Event of Default is not then continuing (it being understood and agreed that if an Event of Default shall have occurred and be continuing, SECTION 7.03 shall apply), shall be applied to the Obligations in the following order of priority: (A) FIRST, to pay interest and fees due and payable on the Credit Extensions to the Borrower; (B) SECOND, to pay outstanding Swingline Loans of the Borrower; (C) THIRD, to pay all outstanding reimbursement obligations for drawings made under Letters of Credit of the Borrower; (D) FOURTH, to pay principal outstanding under outstanding Loans to the Borrower that are Prime Rate Loans; and (E) FIFTH, to pay outstanding Loans of the Borrower that are LIBO Loans and all Breakage Costs due in respect of such repayment or, at the Borrower’s option, to fund a cash collateral deposit to the Cash Collateral Account pursuant to SECTION 2.17(e[ SECTION2.17(e)]SECTION 2.17(f) sufficient to pay, and with direction to pay, all such outstanding LIBO Loans on the last day of the then pending Interest Period therefor; (F) SIXTH, in each case at the option of the Administrative Agent (or at the direction of the Required Lenders), in the following priority: (1) to pay outstanding Obligations with respect to Cash Management Services furnished to any Loan Party; (2) to pay Credit Party Expenses, indemnities and other similar amounts then due to the Agents in connection with Credit Extensions to the Borrower; (3) to pay Credit Party Expenses, indemnities and other similar amounts then due to the Lenders in connection with Credit Extensions to the Borrower; and (4) to pay all other outstanding Obligations of the Borrower. (e) Notwithstanding the provisions of SECTION 2.17(d) above to the contrary, so long as any portion of the FILO Loan or the ABL Term Loan is outstanding, the Administrative Agent and the ABL Term Loan Agent agree, that any amounts received by the Administrative Agent pursuant to SECTIONS 2.17(b) and (c) above at any time, when an Event of Default is not then continuing (it being understood and agreed that if an Event of Default shall have occurred and be continuing, SECTION 7.04 shall apply), shall by applied to the Obligations in the following order of priority: (A) FIRST, to pay interest and fees, due and payable, on the Revolving Credit Extensions to the Borrower; (B) SECOND, to pay outstanding Swingline Loans of the Borrower; (C) THIRD, to pay all outstanding reimbursement obligations for drawings made under Letters of Credit of the Borrower; (D) FOURTH, to pay principal outstanding under outstanding Revolving Credit Loans to the Borrower that are Primp Rate Loans; and (E) FIFTH, to pay outstanding Revolving Credit Loans of the Borrower that are LIBO Loans and all Breakage Costs due in respect of such repayment or, at the Borrower’s option, to fund a cash collateral deposit to the Cash Collateral Account pursuant to SECTION 2.17(f) sufficient to pay, and with direction to pay, all such outstanding LIBO Loans on the last day of the then pending Interest Period therefor; (F) SIXTH, in each case at the option of the Administrative Agent (or at the direction of the Required Revolving Lenders), in the following priority: (1) to pay Credit Party Expenses, indemnities and other similar amounts then due to the Agents in connection with Revolving Credit Extensions to the Borrower; and (2) to pay Credit Party Expenses, indemnities and other similar amounts then due to the Revolving Lenders in connection with Revolving Credit Extensions to the Borrower; (G) SEVENTH, to pay interest and fees due and payable on the FILO Loan; (H) EIGHTH, to pay principal outstanding under the FILO Loan; (I) NINTH, in each case at the option of the Administrative Agent, in the following priority: (1) to pay Credit Party Expenses, indemnities and other similar amounts then due to the Agents in connection with the FILO Loan; and (2) to pay Credit Party Expenses, indemnities and other similar amounts then due to the FILO Lenders in connection with the FILO Loan; (J) TENTH, to pay interest and fees due and payable on the ABL Term Loan; (K) ELEVENTH, to pay principal outstanding under the ABL Term Loan; (L) TWELFTH, in each case at the option of the ABL Term Loan Agent, in the following priority: (1) to pay Credit Party Expenses, indemnities and other similar amounts then due to the ABL Term Loan Agent in connection with the ABL Term Loan; and (2) to pay Credit Party Expenses, indemnities and other similar amounts then due to the ABL Term Lenders in connection with the ABL Term Loan; and (M) THIRTEENTH, to pay other outstanding Obligations. For the avoidance of doubt and notwithstanding anything to the contrary contained here, so long as any portion of the FILO Loan or the ABL Term Loan is outstanding, the Administrative Agent and the ABL Term Loan Agent hereby agree that any references in the Loan Documents to SECTION 2.17(d) shall be deemed to refer to this SECTION 2.17(e). (f) Subject to the foregoing, outstanding Prime Rate Loans shall be prepaid before outstanding LIBO Loans are prepaid. Each partial prepayment of LIBO Loans shall be in an integral multiple of $1,000,000. No prepayment of LIBO Loans shall be permitted pursuant to this SECTION 2.17 other than on the last day of an Interest Period applicable thereto, unless the Borrower reimburses the Lenders for all Breakage Costs associated therewith within five (5) Business Days of receiving a written demand for such reimbursement which sets forth the calculation of such Breakage Costs in reasonable detail. In order to avoid such Breakage Costs, as long as no Specified Default has occurred and is continuing, at the request of the Borrower, the Administrative Agent shall hold all amounts required to be applied to LIBO Loans in the Cash Collateral Account and will apply such funds to the applicable LIBO Loans at the end of the then pending Interest Period therefor (provided that the foregoing shall in no way limit or restrict the Agents’ rights upon the subsequent occurrence of an Event of Default). Except to the extent occurring as a result of a mandatory prepayment pursuant to this SECTION 2.17, no partial prepayment of a Borrowing of LIBO Loans shall result in the aggregate principal amount of the LIBO Loans remaining outstanding pursuant to such Borrowing being less than $5,000,000. A prepayment of the Revolving Credit Loans pursuant to this SECTION 2.17 shall not permanently reduce the Total [Total]Revolving Commitments. (fg) All amounts required to be applied to all Revolving Credit Loans hereunder (other than Swingline Loans) shall be applied ratably in accordance with each Revolving Lender’s [Cemmitment]Revolving Commitment Percentage. All amounts required to be applied to all ABL Term Loans hereunder shall be applied ratably in accordance with each ABL Term Lender’s ABL Term Loan Percentage. All credits against the Obligations shall be conditioned upon final payment to the Administrative Agent of the items giving rise to such credits. If any item credited to the Loan Account is dishonored or returned unpaid for any reason, whether or not such return is rightful or timely, the Administrative Agent shall have the right to reverse such credit and charge the amount of such item to the Loan Account and the Borrower shall indemnify the Credit Parties against all claims and losses resulting from such dishonor or return. (gh) Upon the Termination Date, the Borrower shall cause Payment in Full to occur. (i) The Borrower shall pay to the ABL Term Loan Agent, for the account of the ABL Term Lenders, the amount of $437,500 to be applied to the repayment of principal on the ABL Term Loans on the last Business Day of each March, June, September and December, commencing on June 30, 2020. If proceeds of collateral are required to be applied in accordance with SECTION 7.04 at such time, all amounts paid, or to be paid, pursuant to this SECTION 2.17(i) shall be subject to and applied in accordance, with SECTION 7.04.

Mandatory Prepayment; Commitment Termination; Cash Collateral. The outstanding Obligations shall be subject to prepayment as follows: (a) If at any time the amount of the Credit Extensions exceeds the Line Caplesser of (i) the then amount of the Revolving Credit Commitments and (ii) the then amount of the Borrowing Base, the Borrower will (x) Borrowers will, immediately upon notice from the Administrative Agent if such notice is received on or before 12:00 noon on a Business Day, or (y) if such notice is received after 12:00 noon on a Business Day, by 10:00 a.m. on the next succeeding Business Day, (1x) prepay the Revolving Credit Loans in an amount necessary to eliminate such excess, excess and (2y) if, after giving effect to the prepayment in full of all outstanding Revolving Credit Loans such excess has not been eliminated, deposit cash into the applicable Cash Collateral Account in an amount equal to 103105% of the Letters of Credit Outstanding. (b) The Revolving Credit Loans shall be repaid daily in accordance with (and to the extent required under) the provisions of SECTION 2.18, to the extent then applicable. (c) The Borrower shall prepay the Loans in an amount equal to the Net Proceeds received by a Loan Party on account of a Prepayment Event, irrespective of whether a Cash Dominion Event then exists and is continuing. (d) Any payments made pursuant to SECTIONS 2.17(b) and (c) above at any time when an Event of Default is not then continuing (it being understood and agreed that if an Event of Default shall have occurred and be continuing, SECTION 7.03 shall apply), shall be applied to the Obligations in the following order of priority: (A) FIRST, to pay interest and fees due and payable on the Credit Extensions to the Borrower; (B) SECOND, to pay outstanding Swingline Loans of the Borrower; (C) THIRD, to pay all outstanding reimbursement obligations for drawings made under Letters of Credit of the Borrower; (D) FOURTH, to pay principal outstanding under outstanding Loans to the Borrower that are Prime Rate Loans; and (E) FIFTH, to pay outstanding Loans of the Borrower that are LIBO Loans and all Breakage Costs due in respect of such repayment or, at the Borrower’s option, to fund a cash collateral deposit to the Cash Collateral Account pursuant to SECTION 2.17(e) sufficient to pay, and with direction to pay, all such outstanding LIBO Loans on the last day of the then pending Interest Period therefor; (F) SIXTH, in each case at the option of the Administrative Agent (or at the direction of the Required Lenders), in the following priority: (1) to pay outstanding Obligations with respect to Cash Management Services furnished to any Loan Party; (2) to pay Credit Party Expenses, indemnities and other similar amounts then due to the Agents in connection with Credit Extensions to the Borrower; (3) to pay Credit Party Expenses, indemnities and other similar amounts then due to the Lenders in connection with Credit Extensions to the Borrower; and (4) to pay all other outstanding Obligations of the Borrower. (e) Subject to the foregoing, outstanding Outstanding Prime Rate Loans shall be prepaid before outstanding LIBO Loans are prepaid. Each partial prepayment of LIBO Loans shall be in an integral multiple of $1,000,0001,000,000.00. No prepayment of LIBO Loans shall be permitted pursuant to this SECTION 2.17 Section 3.04 other than on the last day of an Interest Period applicable thereto, unless the Borrower reimburses Borrowers simultaneously reimburse the Lenders for all Breakage Costs associated therewith within five (5) Business Days of receiving a written demand for such reimbursement which sets forth the calculation of such Breakage Costs in reasonable detailtherewith. In order to avoid such Breakage Costs, as long as no Specified Event of Default has occurred and is continuing, at the request of the Lead Borrower, the Administrative Agent shall hold all amounts required to be applied to LIBO Loans in the Cash Collateral Account and will apply such funds to the applicable LIBO Loans at the end of the then pending Interest Period therefor (provided that the foregoing shall in no way limit or restrict the Agents’ Agent's rights upon the subsequent occurrence of an Event of Default). Except to the extent occurring as a result of a mandatory prepayment pursuant to this SECTION 2.17, no No partial prepayment of a Borrowing of LIBO Loans shall result in the aggregate principal amount of the LIBO Loans remaining outstanding pursuant to such Borrowing being less than $5,000,0001,000,000.00. A prepayment of the Revolving Credit Loans pursuant to this SECTION 2.17 Section 3.04(b) shall not permanently reduce the Total Revolving Credit Commitments. (fc) All amounts required to be applied to all Revolving Credit Loans hereunder (other than Swingline Loans) shall be applied ratably in accordance with to each Lender’s Commitment Percentage. All credits against the Obligations shall be conditioned upon final payment to the Administrative Agent of the items giving rise to such credits. If any item credited to the Loan Account is dishonored or returned unpaid for any reason, whether or not such return is rightful or timely, the Administrative Agent shall have the right to reverse such credit and charge the amount of such item to the Loan Account and the Borrower shall indemnify the Credit Parties against all claims and losses resulting from such dishonor or returnLender Pro Rata. (gd) Upon Subject to Section 3.05(i), in the Termination event and on each occasion that any Net Proceeds are received by or on behalf of a Loan Party in respect of any Prepayment Event, the Loan Parties shall, immediately after such Net Proceeds are received, remit the aggregate of such Net Proceeds to the Concentration Account for application to the Obligations in the following order: (i) FIRST, in reduction of the Swingline Loans; (ii) SECOND, in reduction of the other Revolving Credit Loans; (iii) THIRD, to the Cash Collateral Account as collateral for the Letter of Credit Outstandings up to 105% thereof; and (iv) FOURTH, to all other Obligations. If all Obligations have been paid in full, any excess Net Proceeds shall be deposited in a separate cash collateral account, and as long as no Event of Default then exists, shall be released to the Borrowers upon the request of the Lead Borrower and shall be utilized by the Borrowers prior to any further Revolving Credit Loans being made. (e) On the Expiration Date, the Borrower Total Commitment shall cause Payment be terminated and the Borrowers shall pay, in Full to occurfull and in cash, all outstanding Loans and all other outstanding Obligations.

Mandatory Prepayment; Commitment Termination; Cash Collateral. The outstanding Obligations shall be subject to mandatory prepayment as follows: (a) If at any time the amount of the Credit Extensions exceeds the Line Caplower of (i) the then amount of the Revolving Commitments and (ii) the then amount of the Borrowing Base, the Borrower Borrowers will (x) immediately upon notice from the Administrative Agent if such notice is received on or before 12:00 noon on a Business Day, or (y) if such notice is received after 12:00 noon on a Business Day, by 10:00 a.m. on the next succeeding Business Day, (1A) prepay the Loans in an amount necessary to eliminate such excess, with payments first being applied to Revolving Loans, and (2B) if, after giving effect to the prepayment in full of all outstanding Loans such excess has not been eliminated, deposit cash into the applicable Cash Collateral Account in an amount equal to 103105% of the Letters of Credit Outstanding. (b) The Revolving Credit Loans shall be repaid daily in accordance with (and to the extent required under) the provisions of SECTION 2.18, to the extent then applicable2.21(h) hereof. (c) The In the event and on each occasion that any Net Proceeds are received by or on behalf of a Borrower shall in respect of any Prepayment Event, the Borrowers shall, immediately after such Net Proceeds are received, prepay the Loans in an aggregate principal amount equal to (i) if a Cash Control Event then exists, such Net Proceeds, or (ii) if no Cash Control Event then exists, the Prepayment Amount. The Net Proceeds received by a Loan Party on account prepaid from any Prepayment Event shall be paid FIRST, in reduction of a Prepayment Eventthe Swingline Loans, irrespective SECOND, in reduction of whether a Cash Dominion Event then exists and is continuing. (d) Any the other Loans, with payments made pursuant to SECTIONS 2.17(b) and (c) above at any time when an first being applied, if no Event of Default is not then continuing (it being understood and agreed that exists, to Revolving Loans, THIRD, if an Event of Default shall have occurred and be continuingthen exists, SECTION 7.03 shall apply), shall be applied to the Obligations in the following order of priority: (A) FIRST, to pay interest and fees due and payable on the Credit Extensions to the Borrower; (B) SECOND, to pay outstanding Swingline Loans of the Borrower; (C) THIRD, to pay all outstanding reimbursement obligations for drawings made under Letters of Credit of the Borrower; (D) FOURTH, to pay principal outstanding under outstanding Loans to the Borrower that are Prime Rate Loans; and (E) FIFTH, to pay outstanding Loans of the Borrower that are LIBO Loans and all Breakage Costs due in respect of such repayment or, at the Borrower’s option, to fund a cash collateral deposit to the Cash Collateral Account pursuant as collateral for the Letter of Credit Outstandings up to SECTION 2.17(e) sufficient 105% thereof, FOURTH, to payall other Obligations. If all Obligations are paid, any excess Net Proceeds shall be deposited in a separate cash collateral account, and with direction as long as no Event of Default then exists, shall be released to pay, all such outstanding LIBO Loans on the last day Borrowers upon the request of the then pending Interest Period therefor; (F) SIXTH, in each case at Lead Borrower and utilized by the option of the Administrative Agent (or at the direction of the Required Lenders), in the following priority: (1) to pay outstanding Obligations with respect to Cash Management Services furnished Borrowers prior to any Loan Party; (2) to pay Credit Party Expenses, indemnities and other similar amounts then due to the Agents in connection with Credit Extensions to the Borrower; (3) to pay Credit Party Expenses, indemnities and other similar amounts then due to the Lenders in connection with Credit Extensions to the Borrower; and (4) to pay all other outstanding Obligations of the Borrowerfurther Revolving Loans being made. (ed) Subject to the foregoing, outstanding Prime Base Rate Loans shall be prepaid before outstanding LIBO Loans are prepaid. Each partial prepayment of LIBO Loans shall be in an integral multiple of $1,000,000. No prepayment of LIBO Loans shall be permitted pursuant to this SECTION 2.17 2.18 other than on the last day of an Interest Period applicable thereto, unless the Borrower reimburses Borrowers simultaneously reimburse the Lenders for all “Breakage Costs Costs” (as defined below) associated therewith within five (5) Business Days of receiving a written demand for such reimbursement which sets forth the calculation of such Breakage Costs in reasonable detailtherewith. In order to avoid such Breakage Costs, as long as no Specified Event of Default has occurred and is continuing, at the request of the Lead Borrower, the Administrative Agent shall hold all amounts required to be applied to LIBO Loans in the Cash Collateral Account and will apply such funds to the applicable LIBO Loans at the end of the then pending Interest Period therefor (provided that the foregoing shall in no way limit or restrict the Agents’ rights upon the subsequent occurrence of an Event of Default). Except to the extent occurring as a result of a mandatory prepayment pursuant to this SECTION 2.17, no No partial prepayment of a Borrowing of LIBO Loans shall result in the aggregate principal amount of the LIBO Loans remaining outstanding pursuant to such Borrowing being less than $5,000,000. A prepayment of the Revolving Credit Loans pursuant to this SECTION 2.17 shall not permanently reduce the Total Commitments. (fe) All amounts required to be applied to all Revolving Credit Loans hereunder (other than Swingline Loans) shall be applied ratably in accordance with each Lender’s Revolving Commitment Percentage. All credits against the Obligations shall be conditioned upon final payment to the Administrative Agent of the items giving rise to such credits. If any item credited to the Loan Account is dishonored or returned unpaid for any reason, whether or not such return is rightful or timely, the Administrative Agent shall have the right to reverse such credit and charge the amount of such item to the Loan Account and the Borrower shall indemnify the Credit Parties against all claims and losses resulting from such dishonor or return. (gf) Upon the Termination Date, the Borrower credit facility provided hereunder shall cause Payment be terminated in Full to occurfull and the Borrowers shall pay, in full and in cash, all outstanding Loans and all other outstanding Obligations.

Mandatory Prepayment; Commitment Termination; Cash Collateral. The outstanding Obligations shall be subject to prepayment as follows: (a) : If at any time the amount of the Credit Extensions exceeds the Line CapTotal Outstandings causes Availability to be less than zero, the Borrower will (x) Borrowers will, immediately upon notice from the Administrative Agent if such notice is received on or before 12:00 noon on a Business Day, or Agent: (y) if such notice is received after 12:00 noon on a Business Day, by 10:00 a.m. on the next succeeding Business Day, (1x) prepay the Revolving Credit Loans in an amount necessary to eliminate such excess, deficiency; and (2y) if, after giving effect to the prepayment in full of all outstanding Revolving Credit Loans such excess deficiency has not been eliminated, deposit cash into the applicable Cash Collateral Account in an amount equal to 103% of the Letters of Credit Outstanding. (b) . DB1/ 98023701.7 The Revolving Credit Loans shall be repaid daily in accordance with (and to the extent required under) the provisions of SECTION 2.182.18,2.18, to the extent then applicable. (c) The Borrower shall prepay the Loans in an amount equal to the . Any Net Proceeds received by a Loan Party on account of from a Prepayment Event, irrespective of whether or not a Cash Dominion Event then exists and is continuing. (d) Any payments made pursuant to SECTIONS 2.17(b) and (c) above at any time when an Event of Default is not then continuing (it being understood and agreed that if an Event of Default shall have occurred and be continuing, SECTION 7.03 shall apply)exists, shall be applied paid over to the Administrative Agent on receipt by the Loan Parties and shall be utilized to prepay the Obligations in the following order of priority: priority set forth in SECTIONSection 7.03. The Agents shall not be obligated to release their Liens on any Collateral included in such Prepayment Event until such Net Proceeds have been so received (A) FIRST, to pay interest and fees due and payable on the Credit Extensions to the Borrower; extent required in this clause (B) SECONDc)). The application of such Net Proceeds to the Obligations shall not reduce the Total Commitments. If all Obligations then due are paid, any excess Net Proceeds shall be remitted to pay outstanding Swingline Loans the operating account of the Borrower; (CBorrowers maintained with the Administrative Agent. Except as set forth in SECTIONSection 2.17(c) THIRDand except during the continuance of a Cash Dominion Event, to pay all outstanding reimbursement obligations for drawings made under Letters of Credit of any Net Proceeds, Cash Receipts and other payments received by the Borrower; (D) FOURTH, to pay principal outstanding under outstanding Loans to Administrative Agent shall be applied as the Lead Borrower that are Prime Rate Loans; and (E) FIFTH, to pay outstanding Loans of shall direct the Borrower that are LIBO Loans and all Breakage Costs due Administrative Agent in respect of such repayment or, at writing. The Borrowers shall prepay the Borrower’s option, to fund a cash collateral deposit to the Cash Collateral Account Obligations as required pursuant to SECTION 2.17(e) sufficient to pay, and with direction to pay, all such outstanding LIBO Loans on the last day of the then pending Interest Period therefor; 2.15 (F) SIXTH, in each case at the option of the Administrative Agent (or at the direction of the Required Lendersb), in the following priority: (1) to pay outstanding Obligations with respect to Cash Management Services furnished to any Loan Party; (2) to pay Credit Party Expenses, indemnities and other similar amounts then due to the Agents in connection with Credit Extensions to the Borrower; (3) to pay Credit Party Expenses, indemnities and other similar amounts then due to the Lenders in connection with Credit Extensions to the Borrower; and (4) to pay all other outstanding Obligations of the Borrower. (e) . Subject to the foregoing, outstanding Prime Rate Loans shall be prepaid before outstanding LIBO LIBOR Rate Loans are prepaid. Each partial prepayment of LIBO Loans shall be in an integral multiple of $1,000,000. No prepayment of LIBO LIBOR Rate Loans shall be permitted pursuant to this SECTION 2.17 other than on the last day of an Interest Period applicable thereto, unless the Borrower reimburses Borrowers reimburse the Lenders for all Breakage Costs associated therewith within five seven (57) Business Days of receiving a written demand for such reimbursement which sets forth the calculation of such Breakage Costs in reasonable detail. In order to avoid such Breakage Costs, as long as no Specified Default has occurred and is continuing, at the request of the Lead Borrower, the Administrative Agent shall hold all amounts required to be applied to LIBO LIBOR Rate Loans in the Cash Collateral Account and will apply such funds to the applicable LIBO LIBOR Rate Loans at the end of the then pending Interest Period therefor (provided that the foregoing shall in no way limit or restrict the Agents’ rights upon the subsequent occurrence and during the continuance of an any other Event of Default). Except to the extent occurring as a result of a mandatory prepayment pursuant to this SECTION 2.17, no No partial prepayment of a Borrowing of LIBO LIBOR Rate Loans shall result in the aggregate principal amount of the LIBO LIBOR Rate Loans remaining outstanding pursuant to such Borrowing being less than $5,000,000. A prepayment of the Revolving Credit Loans Obligations pursuant to this SECTION 2.16 or SECTION 2.17 shall not permanently reduce the Total Commitments. (f) All amounts required to be applied to all Revolving Credit Loans hereunder (other than Swingline Loans) shall be applied ratably in accordance with each Lender’s Commitment Percentage. All credits against the Obligations shall be conditioned upon final payment to the Administrative Agent of the items giving rise to such credits. If any item credited to the Loan Account is dishonored or returned unpaid for any reason, whether or not such return is rightful or timely, the Administrative Agent shall have the right to reverse such credit and charge the amount of such item to the Loan Account and the Borrower Borrowers shall indemnify the Credit Secured Parties against all claims and actual losses resulting from such dishonor or return. (g) Upon the Termination Date, the Borrower shall cause Payment in Full to occur.. DB1/ 98023701.7

Mandatory Prepayment; Commitment Termination; Cash Collateral. The outstanding Obligations shall be subject to prepayment as follows: (a1) If at any time the aggregate principal amount of the outstanding Loans plus the aggregate Letter of Credit Extensions Outstandings exceeds the Line Caplesser of (x) the Total Commitment and (y) the Borrowing Base, the Borrower will within three Business Days (x) immediately upon notice from the Administrative Agent if such notice is received on or before 12:00 noon on a Business Day, or (y) if such notice is received after 12:00 noon on a Business Day, by 10:00 a.m. on the next succeeding Business Day, (1i) prepay the Loans in an amount necessary to eliminate such excesscause the aggregate principal amount of the outstanding Loans plus the aggregate Letter of Credit Outstandings to be equal to or less than the Total Commitment and/or the Borrowing Base, as the case may be, and (2ii) if, after giving effect to the prepayment in full of all outstanding Loans such the Loans, the aggregate Letter of Credit Outstandings in excess has not been eliminatedof the amount of cash held in the Letter of Credit Account exceeds the Total Commitment and/or the Borrowing Base, as the case may be, deposit cash into the applicable Cash Collateral Letter of Credit Account in an amount equal to 103105% of the Letters amount by which the aggregate Letter of Credit Outstanding. (b) The Revolving Credit Loans shall be repaid daily Outstandings in accordance with (and to excess of the extent required under) the provisions amount of SECTION 2.18, to the extent then applicable. (c) The Borrower shall prepay the Loans in an amount equal to the Net Proceeds received by a Loan Party on account of a Prepayment Event, irrespective of whether a Cash Dominion Event then exists and is continuing. (d) Any payments made pursuant to SECTIONS 2.17(b) and (c) above at any time when an Event of Default is not then continuing (it being understood and agreed that if an Event of Default shall have occurred and be continuing, SECTION 7.03 shall apply), shall be applied to the Obligations cash held in the following order of priority: (A) FIRST, to pay interest and fees due and payable on the Credit Extensions to the Borrower; (B) SECOND, to pay outstanding Swingline Loans of the Borrower; (C) THIRD, to pay all outstanding reimbursement obligations for drawings made under Letters Letter of Credit of Account so exceeds the Borrower; (D) FOURTHTotal Commitment or Borrowing Base, to pay principal outstanding under outstanding Loans to as the Borrower that are Prime Rate Loans; and (E) FIFTH, to pay outstanding Loans of the Borrower that are LIBO Loans and all Breakage Costs due in respect of such repayment or, at the Borrower’s option, to fund a cash collateral deposit to the Cash Collateral Account pursuant to SECTION 2.17(e) sufficient to pay, and with direction to pay, all such outstanding LIBO Loans on the last day of the then pending Interest Period therefor; (F) SIXTH, in each case at the option of the Administrative Agent (or at the direction of the Required Lenders), in the following priority: (1) to pay outstanding Obligations with respect to Cash Management Services furnished to any Loan Party;may be. (2) Upon the sale or other disposition of any assets described on Schedule 6.11 or that are consented to pay Credit Party Expensesby the Required Banks after the date hereof, indemnities and other similar amounts then due to the Agents in connection with Credit Extensions to the Borrower; (3) to pay Credit Party Expensesthen, indemnities and other similar amounts then due to the Lenders in connection with Credit Extensions to the Borrower; and (4) to pay all other outstanding Obligations of the Borrower. (e) Subject to the foregoing, outstanding Prime Rate Loans shall be prepaid before outstanding LIBO Loans are prepaid. Each partial prepayment of LIBO Loans shall be in an integral multiple of $1,000,000. No prepayment of LIBO Loans shall be permitted pursuant to this SECTION 2.17 other than on the last day of an Interest Period applicable thereto, unless the Borrower reimburses the Lenders for all Breakage Costs associated therewith within five (5) Business Days of receiving a written demand for such reimbursement which sets forth the calculation of such Breakage Costs in reasonable detail. In order to avoid such Breakage Costs, as so long as no Specified Event of Default or event which upon notice or lapse of time or both would constitute an Event of Default has occurred and is continuingcontinuing (or would result from the application described in clause (B) of this sentence), (A) 25% of the Net Proceeds of such sale or other disposition shall be applied first to reduce the aggregate amount of the outstanding Loans plus the aggregate Letter of Credit Outstandings (without a corresponding reduction in the Total Commitment) and second to cash collateralize Letters of Credit to the extent set forth in Section 2.03(b) and (B) 75% of the Net Proceeds of such sale or disposition shall be applied as set forth in the Existing Credit Agreement and the Existing Security Agreement. If at the request time of the Borrower, the Administrative Agent shall hold all amounts required to be applied to LIBO Loans in the Cash Collateral Account and will apply any such funds to the applicable LIBO Loans at the end of the then pending Interest Period therefor (provided that the foregoing shall in no way limit sale or restrict the Agents’ rights upon the subsequent occurrence of other disposition an Event of DefaultDefault or event which upon notice or lapse of time or both would constitute an Event of Default has occurred and is continuing (or would result from the application described in clause (B) of the preceeding sentence). Except , 100% of the Net Proceeds of such sale or other disposition shall be applied first to reduce the aggregate amount of the outstanding Loans plus the aggregate Letter of Credit Outstandings (without a corresponding reduction in the Total Commitment) and second to cash collateralize Letters of Credit to the extent occurring as a result of a mandatory prepayment pursuant to this SECTION 2.17, no partial prepayment of a Borrowing of LIBO Loans shall result set forth in the aggregate principal amount of the LIBO Loans remaining outstanding pursuant to such Borrowing being less than $5,000,000. A prepayment of the Revolving Credit Loans pursuant to this SECTION 2.17 shall not permanently reduce the Total CommitmentsSection 2.03(b). (f) All amounts required to be applied to all Revolving Credit Loans hereunder (other than Swingline Loans) shall be applied ratably in accordance with each Lender’s Commitment Percentage. All credits against the Obligations shall be conditioned upon final payment to the Administrative Agent of the items giving rise to such credits. If any item credited to the Loan Account is dishonored or returned unpaid for any reason, whether or not such return is rightful or timely, the Administrative Agent shall have the right to reverse such credit and charge the amount of such item to the Loan Account and the Borrower shall indemnify the Credit Parties against all claims and losses resulting from such dishonor or return. (g) Upon the Termination Date, the Borrower shall cause Payment in Full to occur.

Mandatory Prepayment; Commitment Termination; Cash Collateral. The outstanding Obligations shall be subject to mandatory prepayment as follows: (a) If at any time the amount of the Credit Extensions (A) exceeds $75,000,000 or, in each case, any lesser amount to which the Line CapTotal Revolving Credit Commitments have then been reduced by the Borrowers pursuant to SECTION 2.16, or (B) causes the Availability to become less than zero, the Borrower Borrowers will (x) immediately upon notice from the Administrative Agent if such notice is received on or before 12:00 noon on a Business Day, or (y) if such notice is received after 12:00 noon on a Business Day, by 10:00 a.m. on the next succeeding Business Day, (1w) prepay the Revolving Credit Loans in an amount necessary to eliminate such excess, and (2x) if, after giving effect to the prepayment in full of all outstanding Loans Revolving Credit Loans, such excess has not been eliminated, deposit cash into the applicable Cash Collateral Account in an amount equal to 103105% of the Letters of Credit OutstandingOutstanding until such excess has been eliminated. (b) The Revolving Credit Loans shall be repaid daily in accordance with (and to the extent required under) the provisions of SECTION 2.18, to the extent then applicableSECTIONS 2.22 and 2.23 hereof. (c) The Borrower shall prepay the Loans in an amount equal to the Net Proceeds received by a Loan Party on account of a Prepayment Event, irrespective of whether a Cash Dominion Event then exists and is continuing. (d) Any payments made pursuant to SECTIONS 2.17(b) and (c) above at any time when an Event of Default is not then continuing (it being understood and agreed that if an Event of Default shall have occurred and be continuing, SECTION 7.03 shall apply), shall be applied to the Obligations in the following order of priority: (A) FIRST, to pay interest and fees due and payable on the Credit Extensions to the Borrower; (B) SECOND, to pay outstanding Swingline Loans of the Borrower; (C) THIRD, to pay all outstanding reimbursement obligations for drawings made under Letters of Credit of the Borrower; (D) FOURTH, to pay principal outstanding under outstanding Loans to the Borrower that are Prime Rate Loans; and (E) FIFTH, to pay outstanding Loans of the Borrower that are LIBO Loans and all Breakage Costs due in respect of such repayment or, at the Borrower’s option, to fund a cash collateral deposit to the Cash Collateral Account pursuant to SECTION 2.17(e) sufficient to pay, and with direction to pay, all such outstanding LIBO Loans on the last day of the then pending Interest Period therefor; (F) SIXTH, in each case at the option of the Administrative Agent (or at the direction of the Required Lenders), in the following priority: (1) to pay outstanding Obligations with respect to Cash Management Services furnished to any Loan Party; (2) to pay Credit Party Expenses, indemnities and other similar amounts then due to the Agents in connection with Credit Extensions to the Borrower; (3) to pay Credit Party Expenses, indemnities and other similar amounts then due to the Lenders in connection with Credit Extensions to the Borrower; and (4) to pay all other outstanding Obligations of the Borrower. (e) Subject to the foregoingprovisions of SECTION 2.19(a) and SECTION 2.19(b), outstanding Prime Rate Loans shall be prepaid before outstanding LIBO Loans are prepaid. Each partial prepayment of LIBO Loans shall be in an integral multiple of $1,000,000500,000. No Any prepayment of LIBO Loans shall be permitted made pursuant to this SECTION 2.17 2.19 other than on the last day of an Interest Period applicable thereto, unless thereto shall be accompanied by a payment by the Borrower reimburses the Lenders for Borrowers of all "Breakage Costs Costs" (as defined in SECTION 2.20(d) below) associated therewith within five (5) Business Days of receiving a written demand for such reimbursement which sets forth the calculation of such Breakage Costs in reasonable detailtherewith. In order to avoid such Breakage Costs, as long as no Specified Event of Default has occurred and is continuing, at unless otherwise requested by the request of the Lead Borrower, the Administrative Agent shall hold all amounts required to be applied to LIBO Loans in the Cash Collateral Account (or, at the Lead Borrower's option, in Permitted Investments in which the Administrative Agent has a first perfected Lien) and will apply such funds to the applicable LIBO Loans at the end of the then pending Interest Period therefor (provided that the foregoing shall in no way limit or restrict the Agents’ Administrative Agent's rights upon the subsequent occurrence of an Event of Default). Except to the extent occurring as a result of a mandatory prepayment pursuant to this SECTION 2.17, no No partial prepayment of a Borrowing of LIBO Loans shall result in the aggregate principal amount of the LIBO Loans remaining outstanding pursuant to such Borrowing being less than $5,000,0001,000,000. A Any prepayment of the Revolving Credit Loans pursuant to this SECTION 2.17 shall not permanently reduce the Total Revolving Credit Commitments. (fd) All amounts required to be applied to all Revolving Credit Loans hereunder (other than Swingline Loans) shall be applied ratably in accordance with each Revolving Credit Lender’s Commitment Percentage. All credits against the Obligations shall be conditioned upon final payment to the Administrative Agent of the items giving rise to such credits's Commitment. If any item credited to the Loan Account is dishonored or returned unpaid for any reason, whether or not such return is rightful or timely, the Administrative Agent shall have the right to reverse such credit and charge the amount of such item to the Loan Account and the Borrower Borrowers shall indemnify the Credit Secured Parties against all claims and losses resulting from such dishonor or return. (ge) Upon the Termination Date, the Borrower Revolving Credit Commitments and the credit facility provided hereunder shall cause Payment be terminated in Full full and the Borrowers shall pay, in full and in cash, all outstanding Revolving Credit Loans and all other outstanding Obligations. If there are any Letter of Credit Outstandings on the Termination Date, the Borrowers shall either (1) deliver to occurthe Issuing Bank a stand-by letter (or letters) of credit in guarantee of such Letter of Credit Outstandings, which stand-by letter (or letters) of credit shall be of like tenor and duration (plus fifteen (15) additional days) as, and in an amount equal to 105% of the Letter of Credit Outstandings and shall be issued by a Person, and shall be subject to such terms and conditions, as are satisfactory to the Administrative Agent and the Issuing Bank in their respective reasonable discretion or (2) immediately deposit in the Cash Collateral Account an amount equal to 105% of the Letter of Credit Outstandings as of such date, plus any accrued and unpaid interest thereon. Upon such payment, the Notes shall be cancelled and the Administrative Agent shall release and terminate its Liens in the Collateral.

Mandatory Prepayment; Commitment Termination; Cash Collateral. The outstanding Obligations shall be subject to mandatory prepayment as follows: (a) If at any time the amount of the Credit Extensions (A) exceeds $103,000,000 or, in each case, any lesser amount to which the Line CapTotal Commitments have then been reduced by the Borrowers pursuant to SECTION 2.16, or (B) causes the Availability to become less than zero, the Borrower Borrowers will (x) immediately upon notice from the Administrative Agent if such notice is received on or before 12:00 noon on a Business Day, or (y) if such notice is received after 12:00 noon on a Business Day, by 10:00 a.m. on the next succeeding Business Day, (1w) prepay the Revolving Credit Loans in an amount necessary to eliminate such excess, and (2x) if, after giving effect to the prepayment in full of all outstanding Loans Revolving Credit Loans, such excess has not been eliminated, deposit cash into the applicable Cash Collateral Account in an amount equal to 103105% of the Letters of Credit Outstanding, and (y) if, after giving effect to the prepayment in full of all outstanding Revolving Credit Loans and the cash collateralization of such Letters of Credit Outstanding, such excess has not been eliminated, prepay the Tranche A-1 Term Loan in an amount necessary to eliminate such excess, and (z) if, after giving effect to the prepayment in full of all outstanding Revolving Credit Loans and the Tranche A-1 Term Loan and the cash collateralization of such Letters of Credit Outstanding, such excess has not been eliminated, prepay the Tranche B Term Loan in an amount necessary to eliminate such excess. (b) The Revolving Credit Loans shall be repaid daily in accordance with (and to the extent required under) the provisions of SECTION 2.18, to the extent then applicable2.23 hereof. (c) The Borrower shall prepay the Loans in an amount equal to the Net Proceeds received by a Loan Party on account of a Prepayment Event, irrespective of whether a Cash Dominion Event then exists and is continuing. (d) Any payments made pursuant to SECTIONS 2.17(b) and (c) above at any time when an Event of Default is not then continuing (it being understood and agreed that if an Event of Default shall have occurred and be continuing, SECTION 7.03 shall apply), shall be applied to the Obligations in the following order of priority: (A) FIRST, to pay interest and fees due and payable on the Credit Extensions to the Borrower; (B) SECOND, to pay outstanding Swingline Loans of the Borrower; (C) THIRD, to pay all outstanding reimbursement obligations for drawings made under Letters of Credit of the Borrower; (D) FOURTH, to pay principal outstanding under outstanding Loans to the Borrower that are Prime Rate Loans; and (E) FIFTH, to pay outstanding Loans of the Borrower that are LIBO Loans and all Breakage Costs due in respect of such repayment or, at the Borrower’s option, to fund a cash collateral deposit to the Cash Collateral Account pursuant to SECTION 2.17(e) sufficient to pay, and with direction to pay, all such outstanding LIBO Loans on the last day of the then pending Interest Period therefor; (F) SIXTH, in each case at the option of the Administrative Agent (or at the direction of the Required Lenders), in the following priority: (1) to pay outstanding Obligations with respect to Cash Management Services furnished to any Loan Party; (2) to pay Credit Party Expenses, indemnities and other similar amounts then due to the Agents in connection with Credit Extensions to the Borrower; (3) to pay Credit Party Expenses, indemnities and other similar amounts then due to the Lenders in connection with Credit Extensions to the Borrower; and (4) to pay all other outstanding Obligations of the Borrower. (e) Subject to the foregoingprovisions of SECTION 2.19(a) and SECTION 2.19(b), outstanding Prime Rate Loans shall be prepaid before outstanding LIBO Loans are prepaid. Each partial prepayment of LIBO Loans shall be in an integral multiple of $1,000,000500,000. No Any prepayment of LIBO Loans shall be permitted made pursuant to this SECTION 2.17 2.19 other than on the last day of an Interest Period applicable thereto, unless thereto shall be accompanied by a payment by the Borrower reimburses the Lenders for Borrowers of all "Breakage Costs Costs" (as defined in SECTION 2.20(d) below) associated therewith within five (5) Business Days of receiving a written demand for such reimbursement which sets forth the calculation of such Breakage Costs in reasonable detailtherewith. In order to avoid such Breakage Costs, as long as no Specified Event of Default has occurred and is continuing, at unless otherwise requested by the request of the Lead Borrower, the Administrative Agent shall hold all amounts required to be applied to LIBO Loans in the Cash Collateral Account (or, at the Lead Borrower's option, in Permitted Investments in which the Collateral Agents have a first perfected Lien) and will apply such funds to the applicable LIBO Loans at the end of the then pending Interest Period therefor (provided that the foregoing shall in no way limit or restrict the Agents’ ' rights upon the subsequent occurrence of an Event of Default). Except to the extent occurring as a result of a mandatory prepayment pursuant to this SECTION 2.17, no No partial prepayment of a Borrowing of LIBO Loans shall result in the aggregate principal amount of the LIBO Loans remaining outstanding pursuant to such Borrowing being less than $5,000,0001,000,000. A Any prepayment of the Revolving Credit Loans pursuant to this SECTION 2.17 shall not permanently reduce the Total Revolving Credit Commitments. (fd) All amounts required to be applied to all Revolving Credit Loans hereunder (other than Swingline Loans) shall be applied ratably in accordance with each Revolving Credit Lender’s Commitment Percentage. All credits against the Obligations shall be conditioned upon final payment to the Administrative Agent of the items giving rise to such credits. If any item credited to the Loan Account is dishonored or returned unpaid for any reason, whether or not such return is rightful or timely, the Administrative Agent shall have the right to reverse such credit and charge the amount of such item to the Loan Account and the Borrower shall indemnify the Credit Parties against all claims and losses resulting from such dishonor or return's Commitment. (ge) Upon the Termination Date, the Borrower credit facility provided hereunder shall cause Payment be terminated in Full to occurfull and the Borrowers shall pay, in full and in cash, all outstanding Loans and all other outstanding Obligations. Upon such payment, the Notes shall be cancelled and the Collateral Agents shall release and terminate their Liens in the Collateral.

Mandatory Prepayment; Commitment Termination; Cash Collateral. The outstanding Obligations shall be subject to prepayment as follows: (a) If at any time the amount of the Credit Extensions exceeds by the Line CapLenders causes Availability to be less than zero, the Borrower will (x) Borrowers will, immediately upon notice from the Administrative Agent if such notice is received on or before 12:00 noon on a Business Day, or Agent: (y) if such notice is received after 12:00 noon on a Business Day, by 10:00 a.m. on the next succeeding Business Day, (1) prepay the Revolving Credit Loans (including Swingline Loans) in an amount necessary to eliminate such excess, deficiency; and (2y) if, after giving effect to the prepayment in full of all outstanding Revolving Credit Loans such excess deficiency has not been eliminated, deposit cash into the applicable Cash Collateral Account in an amount equal to 103% of the Letters Collateralize all Letter of Credit OutstandingOutstandings. (b) The Revolving Credit Loans shall be repaid daily in accordance with (and to the extent required under) the provisions of SECTION 2.18, to the extent then applicable. (c) The Borrower shall prepay (i) Without limiting the Loans in an amount equal to the Net Proceeds received by a Loan Party on account provisions of a Prepayment EventSECTION 2.17(b) or SECTION 2.18, irrespective of whether if a Cash Dominion Event is then exists continuing, all Net Proceeds on account of any Prepayment Event (other than, until the Term Loan Facility is repaid in full, a Prepayment Event arising in connection with the Term Priority Collateral) shall be paid to the Administrative Agent for application to the Obligations, and (ii) if a Cash Dominion Event is continuingnot then continuing but would result from the occurrence of a Prepayment Event of the type described in clauses (l), (m), (o), (p), (r)(i) or (s) of SECTION 6.05 (other than, until the Term Loan Facility is repaid in full, a Prepayment Event arising in connection with the Term Priority Collateral), all Net Proceeds on account of any such Prepayment Event (other than, until the Term Loan Facility is repaid in full, a Prepayment Event arising in connection with the Term Priority Collateral) shall be paid to the Administrative Agent for application to the Obligations. (d) Any Except during the continuance of a Cash Dominion Event, any Net Proceeds, Cash Receipts and other payments made pursuant to SECTIONS 2.17(b) and (c) above at any time when an Event of Default is not then continuing (it being understood and agreed that if an Event of Default shall have occurred and be continuing, SECTION 7.03 shall apply), received by the Administrative Agent shall be applied to as the Obligations in the following order of priority: (A) FIRST, to pay interest and fees due and payable on the Credit Extensions to the Borrower; (B) SECOND, to pay outstanding Swingline Loans of the Borrower; (C) THIRD, to pay all outstanding reimbursement obligations for drawings made under Letters of Credit of the Borrower; (D) FOURTH, to pay principal outstanding under outstanding Loans to the Lead Borrower that are Prime Rate Loans; and (E) FIFTH, to pay outstanding Loans of the Borrower that are LIBO Loans and all Breakage Costs due in respect of such repayment or, at the Borrower’s option, to fund a cash collateral deposit to the Cash Collateral Account pursuant to SECTION 2.17(e) sufficient to pay, and with direction to pay, all such outstanding LIBO Loans on the last day of the then pending Interest Period therefor; (F) SIXTH, in each case at the option of shall direct the Administrative Agent (or at the direction of the Required Lenders), in the following priority: (1) to pay outstanding Obligations with respect to Cash Management Services furnished to any Loan Party; (2) to pay Credit Party Expenses, indemnities and other similar amounts then due to the Agents in connection with Credit Extensions to the Borrower; (3) to pay Credit Party Expenses, indemnities and other similar amounts then due to the Lenders in connection with Credit Extensions to the Borrower; and (4) to pay all other outstanding Obligations of the Borrowerwriting. (e) Subject to the foregoing, except as otherwise directed by the Lead Borrower (whose direction may be given only if a Cash Dominion Event has not occurred and is not continuing), outstanding Prime Rate Loans shall be prepaid before outstanding LIBO Loans are prepaid. Each partial prepayment of LIBO Loans shall be in an integral multiple of $1,000,000. No prepayment of LIBO Loans shall be permitted pursuant to this SECTION 2.17 other than on prior to the last day of an Interest Period applicable thereto, unless the Borrower reimburses Borrowers reimburse the Lenders for all Breakage Costs associated therewith within five (5) Business Days of receiving a written demand for such reimbursement which sets forth the calculation of such Breakage Costs in reasonable detail. In order to avoid such Breakage Costs, as long as no Specified Default has occurred and is continuing, at the request of the Lead Borrower, the Administrative Agent shall hold all amounts required to be applied to LIBO Loans in the Cash Collateral Account and will apply such funds to the applicable LIBO Loans at the end of the then pending Interest Period therefor (provided that the foregoing shall in no way limit or restrict the Agents’ Administrative Agent’s or the Collateral Agent’s rights upon the subsequent occurrence and during the continuance of an any other Event of Default). Except to the extent occurring as a result of a mandatory prepayment pursuant to this SECTION 2.17, no No partial prepayment of a Borrowing of LIBO Loans shall result in the aggregate principal amount of the LIBO Loans remaining outstanding pursuant to such Borrowing being less than $5,000,0001,000,000. A prepayment of the Revolving Credit Loans pursuant to this SECTION 2.16 or SECTION 2.17 shall not permanently reduce the Total Commitments. (f) All amounts required to be applied to all Revolving Credit Loans hereunder (other than Swingline Loans) The Borrowers shall be applied ratably in accordance with each Lender’s Commitment Percentage. All credits against repay the Obligations shall be conditioned upon final payment as required pursuant to the Administrative Agent of the items giving rise to such credits. If any item credited to the Loan Account is dishonored or returned unpaid for any reason, whether or not such return is rightful or timely, the Administrative Agent shall have the right to reverse such credit and charge the amount of such item to the Loan Account and the Borrower shall indemnify the Credit Parties against all claims and losses resulting from such dishonor or returnSECTION 2.15(b). (g) Upon the Termination Date, the Borrower shall cause Payment in Full to occur.

Mandatory Prepayment; Commitment Termination; Cash Collateral. The outstanding Obligations shall be subject to mandatory prepayment as follows: (a) If at any time the amount of the Tranche A Credit Extensions exceeds the Line Caplower of (i) the then amount of the Tranche A Commitments and (ii) the then amount of the Borrowing Base, PLUS the cash held in the Cash Collateral Account pursuant to Sections 2.02 and 2.14, the Borrower will within one Business Day (x) immediately upon notice from the Administrative Agent if such notice is received on or before 12:00 noon on a Business Day, or (y) if such notice is received after 12:00 noon on a Business Day, by 10:00 a.m. on the next succeeding Business Day, (1A) prepay the Tranche A Loans in an amount necessary to eliminate such excess, excess and (2B) if, after giving effect to the prepayment in full of all outstanding Tranche A Loans such excess has not been eliminated, deposit cash into the applicable Cash Collateral Account in an amount equal to 103105% of the Letters remaining amount of Credit Outstandingsuch excess. (ba) The Revolving Credit If at any time the amount of the Tranche B Loans shall be repaid daily in accordance with outstanding exceeds the lower of (and to the extent required underi) the provisions then amount of SECTION 2.18the Tranche B Commitments and (ii) the then amount of the Tranche B Borrowing Base, to the extent then applicable. Borrower will within one Business Day (cA) The Borrower shall prepay the Tranche A Loans in an amount equal necessary to the Net Proceeds received by a Loan Party on account of a Prepayment Eventeliminate such excess, irrespective of whether a Cash Dominion Event then exists and is continuing. (d) Any payments made pursuant to SECTIONS 2.17(b) and (c) above at any time when an Event of Default is not then continuing (it being understood and agreed that if an Event of Default shall have occurred and be continuing, SECTION 7.03 shall apply), shall be applied to the Obligations in the following order of priority: (A) FIRST, to pay interest and fees due and payable on the Credit Extensions to the Borrower; (B) SECONDif, after giving effect to pay the prepayment in full of all outstanding Swingline Tranche A Loans of the Borrower;such excess has not (C) THIRD, to pay all outstanding reimbursement obligations for drawings made under Letters of Credit of the Borrower; (D) FOURTH, to pay principal outstanding under outstanding Loans to the Borrower that are Prime Rate Loans; and (E) FIFTH, to pay outstanding Loans of the Borrower that are LIBO Loans and all Breakage Costs due in respect of such repayment or, at the Borrower’s option, to fund a cash collateral deposit to the Cash Collateral Account pursuant to SECTION 2.17(e) sufficient to pay, and with direction to pay, all such outstanding LIBO Loans on the last day of the then pending Interest Period therefor; (F) SIXTH, in each case at the option of the Administrative Agent (or at the direction of the Required Lenders), in the following priority: (1) to pay outstanding Obligations with respect to Cash Management Services furnished to any Loan Party; (2) to pay Credit Party Expenses, indemnities and other similar amounts then due to the Agents in connection with Credit Extensions to the Borrower; (3) to pay Credit Party Expenses, indemnities and other similar amounts then due to the Lenders in connection with Credit Extensions to the Borrower; and (4) to pay all other outstanding Obligations of the Borrower. (e) Subject to the foregoing, outstanding Prime Rate Loans shall be prepaid before outstanding LIBO Loans are prepaid. Each partial prepayment of LIBO Loans shall be in an integral multiple of $1,000,000. No prepayment of LIBO Loans shall be permitted pursuant to this SECTION 2.17 other than on the last day of an Interest Period applicable thereto, unless the Borrower reimburses the Lenders for all Breakage Costs associated therewith within five (5) Business Days of receiving a written demand for such reimbursement which sets forth the calculation of such Breakage Costs in reasonable detail. In order to avoid such Breakage Costs, as long as no Specified Default has occurred and is continuing, at the request of the Borrower, the Administrative Agent shall hold all amounts required to be applied to LIBO Loans in the Cash Collateral Account and will apply such funds to the applicable LIBO Loans at the end of the then pending Interest Period therefor (provided that the foregoing shall in no way limit or restrict the Agents’ rights upon the subsequent occurrence of an Event of Default). Except to the extent occurring as a result of a mandatory prepayment pursuant to this SECTION 2.17, no partial prepayment of a Borrowing of LIBO Loans shall result in the aggregate principal amount of the LIBO Loans remaining outstanding pursuant to such Borrowing being less than $5,000,000. A prepayment of the Revolving Credit Loans pursuant to this SECTION 2.17 shall not permanently reduce the Total Commitments. (f) All amounts required to be applied to all Revolving Credit Loans hereunder (other than Swingline Loans) shall be applied ratably in accordance with each Lender’s Commitment Percentage. All credits against the Obligations shall be conditioned upon final payment to the Administrative Agent of the items giving rise to such credits. If any item credited to the Loan Account is dishonored or returned unpaid for any reason, whether or not such return is rightful or timely, the Administrative Agent shall have the right to reverse such credit and charge the amount of such item to the Loan Account and the Borrower shall indemnify the Credit Parties against all claims and losses resulting from such dishonor or return. (gb) Upon the Termination Date, the credit facility provided hereunder shall be terminated in full and the Borrower shall cause Payment pay, in Full full and in cash, all outstanding Loans and all other outstanding Obligations, except that if any Letter of Credit then remains outstanding, the Borrower shall with respect to occuroutstanding Letters of Credit comply with the provisions of Section 2.02(b) with respect thereto. (b) If at any time the sum of the outstanding amount of (A) Tranche A Credit Extensions, PLUS (B) Tranche B Loans, PLUS (C) Tranche C Loans (excluding that portion of the principal amount of Tranche C Loans attributable to the payment of interest thereon by adding such interest thereto in accordance with Section 2.05(d)) exceeds the then amount of the Tranche C Borrowing Base, the Borrower will within one Business Day (A) prepay the Tranche A Loans in an amount necessary to eliminate such excess, (B) if, after giving effect to the prepayment in full of all outstanding Tranche A Loans such excess has not been eliminated, prepay the Tranche B Loans in an amount necessary to eliminate such excess, (C) if, after giving effect to the prepayment in full of all outstanding Tranche A Loans and Tranche B Loans such excess has not been eliminated, prepay the Tranche C Loans in an amount necessary to eliminate such excess and (D) if, after giving effect to the prepayment in full of all outstanding Tranche A Loans, Tranche B Loans and Tranche C Loans such excess has not been eliminated, deposit cash into the Cash Collateral Account in an amount equal to 105% of the remaining amount of such excess. (c) If, prior to the acceleration of the Loans in accordance with Section 7.01 or 7.02, the Borrower shall sell, lease, convey or otherwise dispose of any Leasehold Collateral, or any rights of the Borrower with respect thereto, or receive any proceeds thereof (including, without limitation, by way of a sale and leaseback) (other than in connection with sublease and license agreements permitted by Section 17 of the related Leasehold Mortgage), whether in a single transaction or a series of related transactions, in each such case, net of (i) all reasonable costs incurred and paid by the Borrower in connection with such transaction and (ii) provided that a Default, an Event of Default or an Event of Super-Default has not occurred and is not continuing or will not occur as a result of such sale, lease, conveyance or other disposition, any income, franchise, transfer or other tax liability payable by the Borrower in connection with or as a result of such transaction, the net proceeds of such transaction shall be paid to the Administrative Agent for application, FIRST, to the prepayment in full of outstanding Tranche C Loans ratably in accordance with each Tranche C Lender's Tranche C Commitment Percentage, SECOND, to the prepayment in full of outstanding Agent Advances, THIRD, to the prepayment in full of outstanding Tranche A Loans ratably in accordance with each Tranche A Lender's Tranche A Commitment Percentage, FOURTH, to the funding of a cash collateral deposit in the Cash Collateral Account in an amount equal to 105% of all Letter of Credit Outstandings, and FIFTH to the prepayment in full of outstanding Tranche B Loans ratably in accordance with each Tranche B Lender's Tranche B Commitment Percentage.

Mandatory Prepayment; Commitment Termination; Cash Collateral. The outstanding Obligations shall be subject to prepayment as follows: (a) If at any time the amount of the Credit Extensions exceeds the Line CapTotal Outstandings causes Availability to be less than zero, the Borrower will (x) Borrowers will, immediately upon notice from the Administrative Agent if such notice is received on or before 12:00 noon on a Business Day, or Agent: (y) if such notice is received after 12:00 noon on a Business Day, by 10:00 a.m. on the next succeeding Business Day, (1x) prepay the Revolving Credit Loans in an amount necessary to eliminate such excess, deficiency; and (2y) if, after giving effect to the prepayment in full of all outstanding Revolving Credit Loans such excess deficiency has not been eliminated, deposit cash into the applicable Cash Collateral Account in an amount equal to 103% of the Letters of Credit Outstanding. (b) The Revolving Credit Loans shall be repaid daily in accordance with (and to the extent required under) the provisions of SECTION 2.18, to the extent then applicable. (c) The Borrower shall prepay the Loans in an amount equal to the Net Proceeds received by a Loan Party on account of a Prepayment Event, irrespective of whether a Cash Dominion Event then exists and is continuing[reserved.] (d) Any Except during the continuance of a Cash Dominion Event, any Cash Receipts and other payments made pursuant to SECTIONS 2.17(b) and (c) above at any time when an Event of Default is not then continuing (it being understood and agreed that if an Event of Default shall have occurred and be continuing, SECTION 7.03 shall apply), received by the Administrative Agent shall be applied to as the Obligations in the following order of priority: (A) FIRST, to pay interest and fees due and payable on the Credit Extensions to the Borrower; (B) SECOND, to pay outstanding Swingline Loans of the Borrower; (C) THIRD, to pay all outstanding reimbursement obligations for drawings made under Letters of Credit of the Borrower; (D) FOURTH, to pay principal outstanding under outstanding Loans to the Lead Borrower that are Prime Rate Loans; and (E) FIFTH, to pay outstanding Loans of the Borrower that are LIBO Loans and all Breakage Costs due in respect of such repayment or, at the Borrower’s option, to fund a cash collateral deposit to the Cash Collateral Account pursuant to SECTION 2.17(e) sufficient to pay, and with direction to pay, all such outstanding LIBO Loans on the last day of the then pending Interest Period therefor; (F) SIXTH, in each case at the option of shall direct the Administrative Agent (or at the direction of the Required Lenders), in the following priority: (1) to pay outstanding Obligations with respect to Cash Management Services furnished to any Loan Party; (2) to pay Credit Party Expenses, indemnities and other similar amounts then due to the Agents in connection with Credit Extensions to the Borrower; (3) to pay Credit Party Expenses, indemnities and other similar amounts then due to the Lenders in connection with Credit Extensions to the Borrower; and (4) to pay all other outstanding Obligations of the Borrowerwriting. (e) The Borrowers shall prepay the Obligations as required pursuant to SECTION 2.15(b). (f) Subject to the foregoing, outstanding Prime Rate Loans shall be prepaid before outstanding LIBO LIBOR Rate Loans are prepaid. Each partial prepayment of LIBO Loans shall be in an integral multiple of $1,000,000. No prepayment of LIBO Loans shall be permitted pursuant to this SECTION 2.17 other than on the last day of an Interest Period applicable thereto, unless the Borrower reimburses the Lenders for all Breakage Costs associated therewith within five (5) Business Days of receiving a written demand for such reimbursement which sets forth the calculation of such Breakage Costs in reasonable detail. In order to avoid such Breakage Costs, as long as no Specified Default has occurred and is continuing, at the request of the Lead Borrower, the Administrative Agent shall hold all amounts required to be applied to LIBO LIBOR Rate Loans in the Cash Collateral Account and will apply such funds to the applicable LIBO LIBOR Rate Loans at the end of the then pending Interest Period therefor (provided that the foregoing shall in no way limit or restrict the Agents’ rights upon the subsequent occurrence and during the continuance of an any other Event of Default). Except to the extent occurring as a result of a mandatory prepayment pursuant to this SECTION 2.17, no partial prepayment of a Borrowing of LIBO Loans shall result in the aggregate principal amount of the LIBO Loans remaining outstanding pursuant to such Borrowing being less than $5,000,000. A prepayment of the Revolving Credit Loans Obligations pursuant to this SECTION 2.16 or SECTION 2.17 shall not permanently reduce the Total Commitments. (fg) All amounts required to be applied to all Revolving Credit Loans hereunder (other than Swingline Loans) shall be applied ratably in accordance with each Lender’s Commitment Percentage. All credits against the Obligations shall be conditioned upon final payment to the Administrative Agent of the items giving rise to such credits. If any item credited to the Loan Account is dishonored or returned unpaid for any reason, whether or not such return is rightful or timely, the Administrative Agent shall have the right to reverse such credit and charge the amount of such item to the Loan Account and the Borrower Borrowers shall indemnify the Credit Secured Parties against all claims and actual losses resulting from such dishonor or return. (g) Upon the Termination Date, the Borrower shall cause Payment in Full to occur.

Mandatory Prepayment; Commitment Termination; Cash Collateral. The outstanding Obligations shall be subject to mandatory prepayment as follows: (a) If at any time the amount of the Credit Extensions exceeds the Line CapAvailability is less than zero, the Borrower Borrowers will (x) immediately upon notice from the Administrative Agent if such notice is received on or before 12:00 noon on a Business Day, or (y) if such notice is received after 12:00 noon on a Business Day, by 10:00 a.m. on the next succeeding Business Day, (1i) prepay the Revolving Loans (other than Tranche B Revolving Loans) in an amount necessary to eliminate such excessensure that Availability is not less than zero, with payments first being applied to Swingline Loans, and then to Tranche A Revolving Loans, and (2ii) if, after giving effect to the prepayment in full of all outstanding Loans such excess has not been eliminatedTranche A Revolving Loans, Availability is less than zero, deposit cash into the applicable Cash Collateral Account in an amount equal to 103105% of the Letters of Credit Outstanding, and (iii) if, after giving effect to the prepayment in full of all Tranche A Revolving Loans and the cash collateralization of all Letters of Credit Outstanding, Availability is less than zero, prepay the Tranche B Revolving Loans in an amount necessary to ensure that Availability is not less than zero, and (iv) if, after giving effect to the prepayment in full of all Tranche A Revolving Loans, the cash collateralization of all Letters of Credit Outstanding and the prepayment in full of the Tranche B Revolving Loans, cash collateralize the Term Loan in an amount equal to the amount by which Availability is less than zero by depositing such amount in a separate cash collateral account at the Administrative Agent. Thereafter, provided no Event of Default then exists and the Borrower is then in compliance with the cash collateral requirements set forth in the preceding sentence, subject to the conditions set forth in Section 5.2, cash collateral may be released to the Borrowers upon the Lead Borrower's request and shall be utilized by the Borrowers prior to any further Revolving Loans being made. (b) The Revolving Credit Loans shall be repaid daily in accordance with (and to the extent required under) the provisions of SECTION 2.18Section 5.2 prior to an Event of Default and Section 6.2 after an Event of Default, to as applicable, of the extent then applicableSecurity Agreements. (c) The Borrower shall prepay the Loans in an amount equal to the Net Proceeds received by a Loan Party on account of a Prepayment Event, irrespective of whether a Cash Dominion Event then exists and is continuing. (d) Any payments made pursuant to SECTIONS 2.17(b) and (c) above at any time when an Event of Default is not then continuing (it being understood and agreed that if an Event of Default shall have occurred and be continuing, SECTION 7.03 shall apply), shall be applied to the Obligations in the following order of priority: (A) FIRST, to pay interest and fees due and payable on the Credit Extensions to the Borrower; (B) SECOND, to pay outstanding Swingline Loans of the Borrower; (C) THIRD, to pay all outstanding reimbursement obligations for drawings made under Letters of Credit of the Borrower; (D) FOURTH, to pay principal outstanding under outstanding Loans to the Borrower that are Prime Rate Loans; and (E) FIFTH, to pay outstanding Loans of the Borrower that are LIBO Loans and all Breakage Costs due in respect of such repayment or, at the Borrower’s option, to fund a cash collateral deposit to the Cash Collateral Account pursuant to SECTION 2.17(e) sufficient to pay, and with direction to pay, all such outstanding LIBO Loans on the last day of the then pending Interest Period therefor; (F) SIXTH, in each case at the option of the Administrative Agent (or at the direction of the Required Lenders), in the following priority: (1) to pay outstanding Obligations with respect to Cash Management Services furnished to any Loan Party; (2) to pay Credit Party Expenses, indemnities and other similar amounts then due to the Agents in connection with Credit Extensions to the Borrower; (3) to pay Credit Party Expenses, indemnities and other similar amounts then due to the Lenders in connection with Credit Extensions to the Borrower; and (4) to pay all other outstanding Obligations of the Borrower. (e) Subject to the foregoing, outstanding Prime Base Rate Loans shall be prepaid before outstanding LIBO Eurodollar Loans are prepaid. Each partial prepayment of LIBO Eurodollar Loans shall be in an integral multiple of $1,000,000500,000. No Any prepayment of LIBO Eurodollar Loans shall be permitted pursuant to this SECTION 2.17 other than on the last day of an Interest Period applicable thereto, unless the Borrower reimburses the Lenders for thereto shall be accompanied by all Breakage Costs associated therewith within five (5) Business Days of receiving a written demand for such reimbursement which sets forth the calculation of such Breakage Costs in reasonable detail. In order to avoid such "Breakage Costs, " (as long as no Specified Default has occurred and is continuing, at the request of the Borrower, the Administrative Agent shall hold all amounts required to be applied to LIBO Loans in the Cash Collateral Account and will apply such funds to the applicable LIBO Loans at the end of the then pending Interest Period therefor (provided that the foregoing shall in no way limit or restrict the Agents’ rights upon the subsequent occurrence of an Event of Default)defined below) associated therewith. Except to the extent occurring as a result of a mandatory prepayment pursuant to this SECTION 2.17, no No partial prepayment of a Borrowing of LIBO Eurodollar Loans shall result in the aggregate principal amount of the LIBO Eurodollar Loans remaining outstanding pursuant to such Borrowing being less than $5,000,000. A Any prepayment of the Revolving Credit Loans pursuant to this SECTION 2.17 shall not permanently reduce the Total Revolving Commitments. Any prepayment of the Term Loan shall permanently reduce the Term Loan Commitment. (fd) All amounts required to be applied to all Tranche A Revolving Credit Loans and/or Tranche B Revolving Loans hereunder or under Section 5.2 prior to an Event of Default or Section 6.2 after an Event of Default of the Security Agreements, as applicable (other than Swingline Loans) shall be applied ratably in accordance with each Tranche A Revolving Lender’s 's Tranche A Revolving Commitment Percentage and/or each Tranche B Revolving Lender's Tranche B Revolving Commitment Percentage. All credits against the Obligations shall be conditioned upon final payment to the Administrative Agent of the items giving rise to such credits. If any item credited to the Loan Account is dishonored or returned unpaid for any reason, whether or not such return is rightful or timely, the Administrative Agent shall have the right to reverse such credit and charge the amount of such item to the Loan Account and the Borrower shall indemnify the Credit Parties against all claims and losses resulting from such dishonor or returnas applicable. (ge) Upon the Termination Date, the Borrower credit facilities provided hereunder shall cause Payment be terminated in Full to occurfull and the Borrowers shall pay, in full indefeasibly in cash in Dollars, all outstanding Loans and all other outstanding Obligations.

Mandatory Prepayment; Commitment Termination; Cash Collateral. The outstanding Obligations shall be subject to prepayment as follows: (a) If at any time the aggregate principal amount of the outstanding Loans plus the Letter of Credit Extensions Outstandings exceeds the Line Caplesser of (x) the Total Commitment and (y) prior to the entry of the Final Order, the amount permitted by the Interim Order (the "Lesser Amount"), the Borrower will (x) immediately upon notice from the Administrative Agent if such notice is received on or before 12:00 noon on a Business Day, or (y) if such notice is received after 12:00 noon on a Business Day, by 10:00 a.m. on no later than the next succeeding Business Day, Day (1i) prepay the Loans in an amount necessary to eliminate such excesscause the aggregate principal amount of the outstanding Loans plus the aggregate Letter of Credit Outstandings to be equal to or less than the Lesser Amount, and (2ii) if, after giving effect to the prepayment in full of all outstanding Loans such the Loans, the Letter of Credit Outstandings in excess has not been eliminatedof the amount of cash held in the Letter of Credit Account exceeds the Lesser Amount, deposit cash into the applicable Letter of Credit Account an amount equal to 105% of the amount by which the aggregate Letter of Credit Outstandings in excess of the amount of cash held in the Letter of Credit Account so exceeds the Lesser Amount. (b) If any Net Proceeds are received by or on behalf of the Borrower or any of its Subsidiaries in respect of any Reduction Event, the Borrower shall, immediately after such Net Proceeds are received, apply an amount equal to 100% of the Net Proceeds thereof (i) first, to the prepayment of the Loans; (ii) second, after the Loans have been prepaid in full, to the Cash Collateral Account Collateralization of the Letters of Credit; and (iii) third, after the Cash Collateralization of all Letters of Credit, to depositing any remaining amount in the Escrow Account. Upon any such prepayment, the Total Commitment shall be automatically and permanently reduced in an amount equal to 103(x) if such Reduction Event is an Asset Disposition, 100% of any Core Asset Sale Proceeds of such Reduction Event or (y) if such Reduction Event is a Specified Reduction Event, 100% of the Letters Net Proceeds of Credit Outstanding. (b) The Revolving Credit Loans such Reduction Event. With respect to any other prepayments made pursuant to this Section 2.13(b), the Total Commitment shall not be repaid daily in accordance with (and to the extent required under) the provisions of SECTION 2.18, to the extent then applicablereduced. (c) The Borrower shall prepay Notwithstanding the Loans in an amount equal to the Net Proceeds received by a Loan Party on account of a Prepayment Eventforegoing Section 2.13(b), irrespective of whether a Cash Dominion Event then exists and is continuing. (d) Any payments made pursuant to SECTIONS 2.17(b) and (c) above at any time when an Event of Default is not then continuing (it being understood and agreed that if an so long as no Event of Default shall have occurred and be continuing, SECTION 7.03 shall apply), shall be applied to the Obligations in the following order of priority: (A) FIRST, to pay interest and fees due and payable on the Credit Extensions to the Borrower; (B) SECOND, to pay outstanding Swingline Loans of the Borrower; (C) THIRD, to pay all outstanding reimbursement obligations for drawings made under Letters of Credit of the Borrower; (D) FOURTH, to pay principal outstanding under outstanding Loans to the Borrower that are Prime Rate Loans; and (E) FIFTH, to pay outstanding Loans of the Borrower that are LIBO Loans and all Breakage Costs due in respect of such repayment or, at the Borrower’s option, to fund a cash collateral deposit to the Cash Collateral Account pursuant to SECTION 2.17(e) sufficient to pay, and with direction to pay, all such outstanding LIBO Loans on the last day of the then pending Interest Period therefor; (F) SIXTH, in each case at the option of the Administrative Agent (or at the direction of the Required Lenders), in the following priority: (1) to pay outstanding Obligations with respect to Cash Management Services furnished to any Loan Party; (2) to pay Credit Party Expenses, indemnities and other similar amounts then due to the Agents in connection with Credit Extensions to the Borrower; (3) to pay Credit Party Expenses, indemnities and other similar amounts then due to the Lenders in connection with Credit Extensions to the Borrower; and (4) to pay all other outstanding Obligations of the Borrower. (e) Subject to the foregoing, outstanding Prime Rate Loans shall be prepaid before outstanding LIBO Loans are prepaid. Each partial prepayment of LIBO Loans shall be in an integral multiple of $1,000,000. No prepayment of LIBO Loans shall be permitted pursuant to this SECTION 2.17 other than on the last day of an Interest Period applicable thereto, unless the Borrower reimburses the Lenders for all Breakage Costs associated therewith within five (5) Business Days of receiving a written demand for such reimbursement which sets forth the calculation of such Breakage Costs in reasonable detail. In order to avoid such Breakage Costs, as long as no Specified Default has occurred and is continuing, at the request of the Borrower, the Administrative Agent shall hold all amounts required to be applied to LIBO Loans in the Cash Collateral Account and will apply such funds to the applicable LIBO Loans at the end of the then pending Interest Period therefor (provided event that the foregoing shall in no way limit or restrict the Agents’ rights upon the subsequent occurrence application of an Event of Default). Except to the extent occurring as a result of a any mandatory prepayment pursuant to this SECTION 2.17, no partial prepayment of a Borrowing of LIBO Loans shall result in the aggregate principal amount of the LIBO Loans remaining outstanding pursuant to such Borrowing being less than $5,000,000. A prepayment of the Revolving Credit Loans pursuant to this SECTION 2.17 shall not permanently reduce the Total Commitments. (f) All amounts required to be applied to all Revolving Credit Loans hereunder (other than Swingline Loans) shall be applied ratably in accordance with each Lender’s Commitment Percentage. All credits against the Obligations shall be conditioned upon final payment to the Administrative Agent of the items giving rise to such credits. If any item credited to the Loan Account is dishonored or returned unpaid for any reason, whether or not such return is rightful or timely, the Administrative Agent shall have the right to reverse such credit and charge the amount of such item to the Loan Account and the Borrower shall indemnify the Credit Parties against all claims and losses resulting from such dishonor or return. (g) Upon the Termination Date, the Borrower shall cause Payment in Full to occur.under Section 2.13

Mandatory Prepayment; Commitment Termination; Cash Collateral. The outstanding Obligations shall be subject to prepayment as follows: (a) If at any time the amount of the Credit Extensions exceeds by the Line CapLenders causes Availability to be less than zero, the Borrower will (x) Borrowers will, immediately upon notice from the Administrative Agent if such notice is received on or before 12:00 noon on a Business Day, or Agent: (y) if such notice is received after 12:00 noon on a Business Day, by 10:00 a.m. on the next succeeding Business Day, (1x) prepay the Revolving Credit Loans in an amount necessary to eliminate such excess, deficiency; and (2y) if, after giving effect to the prepayment in full of all outstanding Revolving Credit Loans such excess deficiency has not been eliminated, deposit cash into the applicable Cash Collateral Account in an amount equal to 103% of the Letters of Credit Outstanding. (b) The Revolving Credit Loans shall be repaid daily in accordance with (and to the extent required under) the provisions of SECTION 2.18, to the extent then applicable. (c) The Borrower shall prepay the Loans in an amount equal to the Any Net Proceeds received by a Loan Party on account of from a Prepayment EventEvent (other than Excluded Net Proceeds), irrespective of whether or not a Cash Dominion Event then exists exists, shall be paid over to the Administrative Agent on receipt by the Loan Parties and is continuingshall be utilized to prepay the Revolving Credit Loans in the order of priority set forth in SECTION 7.03. The Agents shall not be obligated to release their Liens on any Collateral included in such Prepayment Event until such Net Proceeds have been so received (to the extent required in this clause (c)). The application of such Net Proceeds to the Revolving Credit Loans shall not reduce the Commitments. If all Obligations then due are paid, any excess Net Proceeds shall be remitted to the operating account of the Borrowers maintained with the Administrative Agent. (d) Any payments made pursuant to SECTIONS 2.17(bExcept as set forth in SECTION 2.17(c) and (c) above at except during the continuance of a Cash Dominion Event, any time when an Event of Default is not then continuing (it being understood Net Proceeds, Cash Receipts and agreed that if an Event of Default shall have occurred and be continuing, SECTION 7.03 shall apply), other payments received by the Administrative Agent shall be applied to as the Obligations in the following order of priority: (A) FIRST, to pay interest and fees due and payable on the Credit Extensions to the Borrower; (B) SECOND, to pay outstanding Swingline Loans of the Borrower; (C) THIRD, to pay all outstanding reimbursement obligations for drawings made under Letters of Credit of the Borrower; (D) FOURTH, to pay principal outstanding under outstanding Loans to the Lead Borrower that are Prime Rate Loans; and (E) FIFTH, to pay outstanding Loans of the Borrower that are LIBO Loans and all Breakage Costs due in respect of such repayment or, at the Borrower’s option, to fund a cash collateral deposit to the Cash Collateral Account pursuant to SECTION 2.17(e) sufficient to pay, and with direction to pay, all such outstanding LIBO Loans on the last day of the then pending Interest Period therefor; (F) SIXTH, in each case at the option of shall direct the Administrative Agent (or at the direction of the Required Lenders), in the following priority: (1) to pay outstanding Obligations with respect to Cash Management Services furnished to any Loan Party; (2) to pay Credit Party Expenses, indemnities and other similar amounts then due to the Agents in connection with Credit Extensions to the Borrower; (3) to pay Credit Party Expenses, indemnities and other similar amounts then due to the Lenders in connection with Credit Extensions to the Borrower; and (4) to pay all other outstanding Obligations of the Borrowerwriting. (e) The Borrowers shall prepay the Obligations as required pursuant to SECTION 2.15 (c) and SECTION 2.15(d). (f) Subject to the foregoing, outstanding Prime Rate Loans shall be prepaid before outstanding LIBO Loans are prepaid. Each partial prepayment of LIBO Loans shall be in an integral multiple of $1,000,000. No prepayment of LIBO Loans shall be permitted pursuant to this SECTION 2.17 other than on the last day of an Interest Period applicable thereto, unless the Borrower reimburses Borrowers reimburse the Lenders for all Breakage Costs associated therewith within five (5) Business Days of receiving a written demand for such reimbursement which sets forth the calculation of such Breakage Costs in reasonable detail. In order to avoid such Breakage Costs, as long as no Specified Default has occurred and is continuing, at the request of the Lead Borrower, the Administrative Agent shall hold all amounts required to be applied to LIBO Loans in the Cash Collateral Account and will apply such funds to the applicable LIBO Loans at the end of the then pending Interest Period therefor (provided that the foregoing shall in no way limit or restrict the Agents’ rights upon the subsequent occurrence and during the continuance of an any other Event of Default). Except to the extent occurring as a result of a mandatory prepayment pursuant to this SECTION 2.17, no No partial prepayment of a Borrowing of LIBO Loans shall result in the aggregate principal amount of the LIBO Loans remaining outstanding pursuant to such Borrowing being less than $5,000,00010,000,000. A prepayment of the Revolving Credit Loans pursuant to this SECTION 2.16 (other than pursuant to SECTION 2.16(b)) or SECTION 2.17 shall not permanently reduce the Total Commitments. (fg) All amounts required to be applied to all Revolving Credit Loans hereunder (other than Swingline Loans) shall be applied ratably in accordance with each Lender’s Commitment Percentage. All credits against the Obligations shall be conditioned upon final payment to the Administrative Agent of the items giving rise to such credits. If any item credited to the Loan Account is dishonored or returned unpaid for any reason, whether or not such return is rightful or timely, the Administrative Agent shall have the right to reverse such credit and charge the amount of such item to the Loan Account and the Borrower Borrowers shall indemnify the Credit Secured Parties against all claims and actual losses resulting from such dishonor or return. (g) Upon the Termination Date, the Borrower shall cause Payment in Full to occur.

Mandatory Prepayment; Commitment Termination; Cash Collateral. The outstanding Obligations shall be subject to mandatory prepayment as follows: (a) If at any time the amount of the Credit Extensions exceeds the Line Caplowest of (i)the then amount of the Commitments, (ii)the then amount of the Borrowing Base, plus the cash held in the Cash Collateral Account pursuant to Sections2.02 and 2.14, and (iii)the amount of credit which the Borrower is then authorized to incur, and which each Guarantor is then authorized to guarantee, under the Order or any other order of the Bankruptcy Court or any other court of competent jurisdiction, the Borrower will within one Business Day (x) immediately upon notice from the Administrative Agent if such notice is received on or before 12:00 noon on a Business Day, or (y) if such notice is received after 12:00 noon on a Business Day, by 10:00 a.m. on the next succeeding Business Day, (1) prepay i)prepay the Loans in an amount necessary to eliminate such excess, excess and (2) ifii)if, after giving effect to the prepayment in full of all outstanding Loans such excess has not been eliminated, deposit cash into to the applicable Cash Collateral Account in an amount equal to 103105% of the Letters remaining amount of Credit Outstandingsuch excess. (b) The Revolving Credit Loans shall be repaid daily in accordance with (and to the extent required under) the provisions of SECTION 2.18, to the extent then applicable. (c) The Borrower shall prepay the Loans in an amount equal to the Net Proceeds received by a Loan Party on account of a Prepayment Event, irrespective of whether a Cash Dominion Event then exists and is continuing. (d) Any payments made pursuant to SECTIONS 2.17(b) and (c) above at any time when an Event of Default is not then continuing (it being understood and agreed that if an Event of Default shall have occurred and be continuing, SECTION 7.03 shall apply), shall be applied to the Obligations in the following order of priority: (A) FIRST, to pay interest and fees due and payable on the Credit Extensions to the Borrower; (B) SECOND, to pay outstanding Swingline Loans of the Borrower; (C) THIRD, to pay all outstanding reimbursement obligations for drawings made under Letters of Credit of the Borrower; (D) FOURTH, to pay principal outstanding under outstanding Loans to the Borrower that are Prime Rate Loans; and (E) FIFTH, to pay outstanding Loans of the Borrower that are LIBO Loans and all Breakage Costs due in respect of such repayment or, at the Borrower’s option, to fund a cash collateral deposit to the Cash Collateral Account pursuant to SECTION 2.17(e) sufficient to pay, and with direction to pay, all such outstanding LIBO Loans on the last day of the then pending Interest Period therefor; (F) SIXTH, in each case at the option of the Administrative Agent (or at the direction of the Required Lenders), in the following priority: (1) to pay outstanding Obligations with respect to Cash Management Services furnished to any Loan Party; (2) to pay Credit Party Expenses, indemnities and other similar amounts then due to the Agents in connection with Credit Extensions to the Borrower; (3) to pay Credit Party Expenses, indemnities and other similar amounts then due to the Lenders in connection with Credit Extensions to the Borrower; and (4) to pay all other outstanding Obligations of the Borrower. (e) Subject to the foregoing, outstanding Prime Rate Loans shall be prepaid before outstanding LIBO Loans are prepaid. Each partial prepayment of LIBO Loans shall be in an integral multiple of $1,000,000. No prepayment of LIBO Loans shall be permitted pursuant to this SECTION 2.17 other than on the last day of an Interest Period applicable thereto, unless the Borrower reimburses the Lenders for all Breakage Costs associated therewith within five (5) Business Days of receiving a written demand for such reimbursement which sets forth the calculation of such Breakage Costs in reasonable detail. In order to avoid such Breakage Costs, as long as no Specified Default has occurred and is continuing, at the request of the Borrower, the Administrative Agent shall hold all amounts required to be applied to LIBO Loans in the Cash Collateral Account and will apply such funds to the applicable LIBO Loans at the end of the then pending Interest Period therefor (provided that the foregoing shall in no way limit or restrict the Agents’ rights upon the subsequent occurrence of an Event of Default). Except to the extent occurring as a result of a mandatory prepayment pursuant to this SECTION 2.17, no partial prepayment of a Borrowing of LIBO Loans shall result in the aggregate principal amount of the LIBO Loans remaining outstanding pursuant to such Borrowing being less than $5,000,000. A prepayment of the Revolving Credit Loans pursuant to this SECTION 2.17 shall not permanently reduce the Total Commitments. (f) All amounts required to be applied to all Revolving Credit Loans hereunder (other than Swingline Loans) shall be applied ratably in accordance with each Lender’s Commitment Percentage. All credits against the Obligations shall be conditioned upon final payment to the Administrative Agent of the items giving rise to such credits. If any item credited to the Loan Account is dishonored or returned unpaid for any reason, whether or not such return is rightful or timely, the Administrative Agent shall have the right to reverse such credit and charge the amount of such item to the Loan Account and the Borrower shall indemnify the Credit Parties against all claims and losses resulting from such dishonor or return. (g) Upon the Termination Date, the credit facility provided hereunder shall be terminated in full and the Borrower shall pay, in full and in cash, all outstanding Loans and all other outstanding Obligations, except that if any Letter of Credit then remains outstanding, the Borrower shall with respect to outstanding Letters of Credit, (i) deposit into the Cash Collateral Account an amount sufficient to cause Payment the funds on deposit in Full the Cash Collateral Account to occurbe equal to 105% of the sum of then Letter of Credit Outstandings or (ii) secure its reimbursement obligations thereunder with a letter of credit in form and substance and from an issuer satisfactory to the Issuing Bank in its sole discretion.

Mandatory Prepayment; Commitment Termination; Cash Collateral. The outstanding Obligations shall be subject to mandatory prepayment as follows: (a) If at any time the amount of the Credit Extensions exceeds the Line Caplowest of (i) the then amount of the Revolving Loan Credit Commitments and (ii) the then amount of the Borrowing Base and (iii) the then amount of the Term Loan Borrowing Base, the Borrower Borrowers will (x) immediately upon notice from the Administrative Agent if such notice is received on or before 12:00 noon on a Business Day, or (y) if such notice is received after 12:00 noon on a Business Day, by 10:00 a.m. on the next succeeding Business Day, (1A) prepay the Revolving Credit Loans in an amount necessary to eliminate such excess, and (2B) if, after giving effect to the prepayment in full of all outstanding Revolving Credit Loans such excess has not been eliminated, deposit cash into the applicable Cash Collateral Account in an amount equal to the lesser of (a) such excess, and (b) 103% of the Letter of Credit Outstandings at such time, and (C) if, after giving effect to the prepayment in full of all outstanding Revolving Credit Loans and the cash collateralization of such Letters of Credit Outstanding, and the termination of any obligation, under this Agreement, of the Swingline Lender, the Issuing Bank, or any Revolving Credit Lender to make any loans or to provide any financial accommodations pursuant to this Agreement, such excess has not been eliminated, prepay the Term Loan in an amount necessary to eliminate such excess. (b) The Revolving Credit Loans shall be repaid daily in accordance with (and to the extent required under) the provisions of SECTION 2.18, to the extent then applicableSection 2.23 hereof. (c) The Borrower shall prepay the Loans in an amount equal Subject to the Net Proceeds received by a Loan Party on account provisions of a Prepayment Event, irrespective of whether a Cash Dominion Event then exists and is continuing. (d) Any payments made pursuant to SECTIONS 2.17(bSections 2.19(a) and (c) above at any time when an Event of Default is not then continuing (it being understood and agreed that if an Event of Default shall have occurred and be continuing, SECTION 7.03 shall applyb), shall be applied to the Obligations in the following order of priority: (A) FIRST, to pay interest and fees due and payable on the Credit Extensions to the Borrower; (B) SECOND, to pay outstanding Swingline Loans of the Borrower; (C) THIRD, to pay all outstanding reimbursement obligations for drawings made under Letters of Credit of the Borrower; (D) FOURTH, to pay principal outstanding under outstanding Loans to the Borrower that are Prime Rate Loans; and (E) FIFTH, to pay outstanding Loans of the Borrower that are LIBO Loans and all Breakage Costs due in respect of such repayment or, at the Borrower’s option, to fund a cash collateral deposit to the Cash Collateral Account pursuant to SECTION 2.17(e) sufficient to pay, and with direction to pay, all such outstanding LIBO Loans on the last day of the then pending Interest Period therefor; (F) SIXTH, in each case at the option of the Administrative Agent (or at the direction of the Required Lenders), in the following priority: (1) to pay outstanding Obligations with respect to Cash Management Services furnished to any Loan Party; (2) to pay Credit Party Expenses, indemnities and other similar amounts then due to the Agents in connection with Credit Extensions to the Borrower; (3) to pay Credit Party Expenses, indemnities and other similar amounts then due to the Lenders in connection with Credit Extensions to the Borrower; and (4) to pay all other outstanding Obligations of the Borrower. (e) Subject to the foregoing, outstanding Prime Rate Loans shall be prepaid before outstanding LIBO Loans are prepaid. Each partial prepayment of LIBO Loans shall be in an integral multiple of $1,000,000500,000. No prepayment of LIBO Loans shall be permitted pursuant to this SECTION 2.17 Section 2.19 other than on the last day of an Interest Period applicable thereto, unless the Borrower reimburses Borrowers simultaneously reimburse the Revolving Credit Lenders for all “Breakage Costs Costs” (as defined in Section 2.20(b) below) associated therewith within five (5) Business Days of receiving a written demand for such reimbursement which sets forth the calculation of such Breakage Costs in reasonable detailtherewith. In order to avoid such Breakage Costs, as long as no Specified Event of Default has occurred and is continuing, at the request of the Lead Borrower, the Administrative Agent shall hold all amounts required to be applied to LIBO Loans in the Cash Collateral Account and will apply such funds to the applicable LIBO Loans at the end of the then pending Interest Period therefor and such LIBO Loans shall continue to bear interest at the rate set forth in Section 2.09 until the amounts in the Cash Collateral Account have been so applied (provided that the foregoing shall in no way limit or restrict the Agents’ rights upon the subsequent occurrence of an Event of Default). Except to the extent occurring as a result of a mandatory prepayment pursuant to this SECTION 2.17, no No partial prepayment of a Borrowing of LIBO Loans shall result in the aggregate principal amount of the LIBO Loans remaining outstanding pursuant to such Borrowing being less than $5,000,0001,000,000. A Except as provided in Section 2.16, any prepayment of the Revolving Credit Loans pursuant to this SECTION 2.17 shall not permanently reduce the Total Commitments. (fd) All amounts required to be applied to all Revolving Credit Loans hereunder (other than Swingline Loans) shall be applied ratably in accordance with each Revolving Credit Lender’s Commitment Percentage. All credits against the Obligations shall be conditioned upon final payment to the Administrative Agent of the items giving rise to such credits. If any item credited to the Loan Account is dishonored or returned unpaid for any reason, whether or not such return is rightful or timely, the Administrative Agent shall have the right to reverse such credit and charge the amount of such item to the Loan Account and the Borrower shall indemnify the Credit Parties against all claims and losses resulting from such dishonor or return. (ge) Upon the Termination Date, the Borrower Commitments and the credit facility provided hereunder shall cause Payment be terminated in Full to occurfull and the Borrowers shall pay, in full and in cash, all outstanding Loans and all other outstanding Obligations.

Mandatory Prepayment; Commitment Termination; Cash Collateral. The outstanding Obligations shall be subject to mandatory prepayment as follows: (a) If at any time the amount of the Credit Extensions exceeds the Line Caplower of (i) the then amount of the Revolving Loan Credit Commitments and (ii) the then amount of the Borrowing Base, the Borrower Borrowers will (x) immediately upon notice from the Administrative Agent if such notice is received on or before 12:00 noon on a Business Day, or (y) if such notice is received after 12:00 noon on a Business Day, by 10:00 a.m. on the next succeeding Business Day, (1A) prepay the Revolving Credit Loans in an amount necessary to eliminate such excess, and (2B) if, after giving effect to the prepayment in full of all outstanding Revolving Credit Loans such excess has not been eliminated, deposit cash into the applicable Cash Collateral Account in an amount equal to the lesser of (a) such excess, and (b) 103% of the Letters Letter of Credit OutstandingOutstandings at such time. (b) The Revolving Credit Loans shall be repaid daily in accordance with (and to the extent required under) the provisions of SECTION 2.18, to the extent then applicableSection 2.23 hereof. (c) The Borrower shall prepay the Loans in an amount equal Subject to the Net Proceeds received by a Loan Party on account provisions of a Prepayment Event, irrespective of whether a Cash Dominion Event then exists and is continuing. (d) Any payments made pursuant to SECTIONS 2.17(bSections 2.19(a) and (c) above at any time when an Event of Default is not then continuing (it being understood and agreed that if an Event of Default shall have occurred and be continuing, SECTION 7.03 shall applyb), shall be applied to the Obligations in the following order of priority: (A) FIRST, to pay interest and fees due and payable on the Credit Extensions to the Borrower; (B) SECOND, to pay outstanding Swingline Loans of the Borrower; (C) THIRD, to pay all outstanding reimbursement obligations for drawings made under Letters of Credit of the Borrower; (D) FOURTH, to pay principal outstanding under outstanding Loans to the Borrower that are Prime Rate Loans; and (E) FIFTH, to pay outstanding Loans of the Borrower that are LIBO Loans and all Breakage Costs due in respect of such repayment or, at the Borrower’s option, to fund a cash collateral deposit to the Cash Collateral Account pursuant to SECTION 2.17(e) sufficient to pay, and with direction to pay, all such outstanding LIBO Loans on the last day of the then pending Interest Period therefor; (F) SIXTH, in each case at the option of the Administrative Agent (or at the direction of the Required Lenders), in the following priority: (1) to pay outstanding Obligations with respect to Cash Management Services furnished to any Loan Party; (2) to pay Credit Party Expenses, indemnities and other similar amounts then due to the Agents in connection with Credit Extensions to the Borrower; (3) to pay Credit Party Expenses, indemnities and other similar amounts then due to the Lenders in connection with Credit Extensions to the Borrower; and (4) to pay all other outstanding Obligations of the Borrower. (e) Subject to the foregoing, outstanding Prime Rate Loans shall be prepaid before outstanding LIBO Loans are prepaid. Each partial prepayment of LIBO Loans shall be in an integral multiple of $1,000,000500,000. No prepayment of LIBO Loans shall be permitted pursuant to this SECTION 2.17 Section 2.19 other than on the last day of an Interest Period applicable thereto, unless the Borrower reimburses Borrowers simultaneously reimburse the Revolving Credit Lenders for all “Breakage Costs Costs” (as defined in Section 2.20(b) below) associated therewith within five (5) Business Days of receiving a written demand for such reimbursement which sets forth the calculation of such Breakage Costs in reasonable detailtherewith. In order to avoid such Breakage Costs, as long as no Specified Event of Default has occurred and is continuing, at the request of the Lead Borrower, the Administrative Agent shall hold all amounts required to be applied to LIBO Loans in the Cash Collateral Account and will apply such funds to the applicable LIBO Loans at the end of the then pending Interest Period therefor and such LIBO Loans shall continue to bear interest at the rate set forth in Section 2.10 until the amounts in the Cash Collateral Account have been so applied (provided that the foregoing shall in no way limit or restrict the Agents’ rights upon the subsequent occurrence of an Event of Default). Except to the extent occurring as a result of a mandatory prepayment pursuant to this SECTION 2.17, no No partial prepayment of a Borrowing of LIBO Loans shall result in the aggregate principal amount of the LIBO Loans remaining outstanding pursuant to such Borrowing being less than $5,000,0001,000,000. A Except as provided in Section 2.16, any prepayment of the Revolving Credit Loans pursuant to this SECTION 2.17 shall not permanently reduce the Total Commitments. (fd) All amounts required to be applied to all Revolving Credit Loans hereunder (other than Swingline Loans) shall be applied ratably in accordance with each Revolving Credit Lender’s Commitment Percentage. All credits against the Obligations shall be conditioned upon final payment to the Administrative Agent of the items giving rise to such credits. If any item credited to the Loan Account is dishonored or returned unpaid for any reason, whether or not such return is rightful or timely, the Administrative Agent shall have the right to reverse such credit and charge the amount of such item to the Loan Account and the Borrower shall indemnify the Credit Parties against all claims and losses resulting from such dishonor or return. (ge) Upon the Termination Date, the Borrower Commitments and the credit facility provided hereunder shall cause Payment be terminated in Full to occurfull and the Borrowers shall pay, in full and in cash, all outstanding Loans and all other outstanding Obligations.

Mandatory Prepayment; Commitment Termination; Cash Collateral. The outstanding Obligations shall be subject to mandatory prepayment as follows: (a) If at any time the amount of the Tranche A Credit Extensions exceeds the Line Caplower of (i) the then amount of the Tranche A Commitments and (ii) the then amount of the Borrowing Base plus the cash held in the Cash Collateral Account, the Borrower Loan Parties will (x) immediately upon notice from the Administrative Agent if such notice is received on or before 12:00 noon on a Business Day, or (y) if such notice is received after 12:00 noon on a Business Day, by 10:00 a.m. on the next succeeding Business Day, (1A) prepay the Tranche A Loans in an amount necessary to eliminate such excess, and (2B) if, after giving effect to the prepayment in full of all outstanding Tranche A Loans such excess has not been eliminated, deposit cash into the applicable Cash Collateral Account in an amount equal to 103105% of the Letters remaining amount of Credit Outstandingsuch excess. (b) The Revolving Credit Tranche A Loans shall be repaid daily in accordance with (and to the extent required under) the provisions of SECTION 2.18, to the extent then applicableSection 2.21(i) hereof. (c) The Borrower shall In the event and on each occasion that any Net Proceeds are received by or on behalf of a Loan Party or any Subsidiary in respect of any Prepayment Event, the Loan Parties shall, immediately after such Net Proceeds are received, prepay the Loans in an aggregate principal amount equal to the such Net Proceeds received by a Loan Party on account of a Prepayment Event, irrespective of whether a Cash Dominion Event then exists and is continuing. (d) Any payments made pursuant to SECTIONS 2.17(b) and (c) above at any time when an Event of Default is not then continuing (it being understood and agreed that if an Event of Default shall have occurred and be continuing, SECTION 7.03 shall apply), shall be applied to the Obligations in the following order of priority: (A) FIRST, to pay interest and fees due and payable on the Credit Extensions to the Borrower; (B) SECOND, to pay outstanding Swingline Loans of the Borrower; (C) THIRD, to pay all outstanding reimbursement obligations for drawings made under Letters of Credit of the Borrower; (D) FOURTH, to pay principal outstanding under outstanding Loans to the Borrower that are Prime Rate Loans; and (E) FIFTH, to pay outstanding Loans of the Borrower that are LIBO Loans and all Breakage Costs due in respect of such repayment or, at the Borrower’s option, to fund a cash collateral deposit to the Cash Collateral Account pursuant to SECTION 2.17(e) sufficient to pay, and with direction to pay, all such outstanding LIBO Loans on the last day of the then pending Interest Period therefor; (F) SIXTH, in each case at the option of the Administrative Agent (or at the direction of the Required Lenders), in the following priority: (1i) Except as provided in clauses (A) - (B) and clause (ii) below, the Net Proceeds realized from any Prepayment Event shall be paid FIRST, in reduction of the Swingline Loans, SECOND, in reduction of the other Tranche A Loans, THIRD, to pay outstanding the Cash Collateral Account as collateral for the Letter of Credit Outstandings up to 105% thereof, FOURTH, if an Event of Default then exists, to the Tranche B Loans, and FIFTH, to all other Obligations. If all Obligations with respect (other than the Tranche B Loans) are paid, any excess Net Proceeds shall be deposited in a separate cash collateral account, and as long as no Event of Default then exists, shall be released to Cash Management Services furnished the Loan Parties upon their request and utilized by the Loan Parties prior to any Loan Party;further Tranche A Loans being made. Notwithstanding the foregoing, prior to the occurrence of an Event of Default and the termination of the Tranche A Commitments, (2A) The Net Proceeds from any bulk sale of Inventory not in the ordinary course that reduces stock ledger inventory to pay Credit Party Expensesan amount less than $150,000,000 shall be applied first, indemnities and other similar amounts then due to the Agents in connection with Credit Extensions Tranche A Loans (including Swingline Loans) up to the Borrower; (3) to pay Credit Party Expensesthen applicable Inventory Advance Rate of the Cost of such Inventory and second, indemnities and other similar amounts then due at the option of the Required Tranche B Lenders, to the Lenders Tranche B Loans in connection with Credit Extensions an amount up to the Borrower; and (4) to pay all other outstanding Obligations % of the BorrowerCost of such Inventory. (eB) Any Net Proceeds in excess of the amounts described in clause (A), above, shall be applied in reduction of the Tranche A Loans (including Swingline Loans), or if no such Tranche A Loans are then outstanding, to the Cash Collateral Account as collateral for the Letter of Credit Outstandings up to 105% thereof. (ii) The Net Proceeds realized from all Equipment and Seller Notes Receivable (each as defined in the Security Agreement) shall be paid FIRST, to the Tranche B Loans, SECOND, in reduction of the Swingline Loans, THIRD, in reduction of the other Tranche A Loans, FOURTH, to the Cash Collateral Account as collateral for the Letter of Credit Outstandings up to 105% thereof, and FIFTH, to all other Obligations. (d) Subject to the foregoing, outstanding Prime Base Rate Loans shall be prepaid before outstanding LIBO Eurodollar Loans are prepaid. Each partial prepayment of LIBO Eurodollar Loans shall be in an integral multiple of $1,000,000. No prepayment of LIBO Eurodollar Loans shall be permitted pursuant to this SECTION 2.17 Section 2.18 other than on the last day of an Interest Period applicable thereto, unless the Borrower reimburses Loan Parties simultaneously reimburse the Tranche A Lenders for all "Breakage Costs Costs" (as defined below) associated therewith within five (5) Business Days of receiving a written demand for such reimbursement which sets forth the calculation of such Breakage Costs in reasonable detailtherewith. In order to avoid such Breakage Costs, as long as no Specified Event of Default has occurred and is continuing, at the request of the BorrowerXxxxxx-Xxxxxx, the Administrative Agent shall hold all amounts required to be applied to LIBO Eurodollar Loans in the Cash Collateral Account and will apply such funds to the applicable LIBO Eurodollar Loans at the end of the then pending Interest Period therefor (provided that the foregoing shall in no way limit or restrict the Agents’ ' rights upon the subsequent occurrence of an Event of Default). Except to the extent occurring as a result of a mandatory prepayment pursuant to this SECTION 2.17, no No partial prepayment of a Borrowing of LIBO Eurodollar Loans shall result in the aggregate principal amount of the LIBO Eurodollar Loans remaining outstanding pursuant to such Borrowing being less than $5,000,000. A Any prepayment of the Revolving Credit Tranche B loans shall permanently reduce the Tranche B Commitments; and any prepayment of the Tranche A Loans pursuant to this SECTION 2.17 shall not permanently reduce the Total Tranche A Commitments. (fe) All amounts required to be applied to all Revolving Credit Tranche A Loans hereunder (other than Swingline Loans) shall be applied ratably in accordance with each Tranche A Lender’s 's Tranche A Commitment Percentage. All credits against the Obligations shall be conditioned upon final payment to the Administrative Agent of the items giving rise to such credits. If any item credited to the Loan Account is dishonored or returned unpaid for any reason, whether or not such return is rightful or timely, the Administrative Agent shall have the right to reverse such credit and charge the amount of such item to the Loan Account and the Borrower shall indemnify the Credit Parties against all claims and losses resulting from such dishonor or return. (gf) Upon the Termination Date, the Borrower credit facility provided hereunder shall cause Payment be terminated in Full to occurfull and the Loan Parties shall pay, in full and in cash, all outstanding Loans and all other outstanding Obligations.

Mandatory Prepayment; Commitment Termination; Cash Collateral. The outstanding Obligations shall be subject to prepayment as follows: (a) If at any time the aggregate principal amount of the outstanding Loans plus the Letter of Credit Extensions Outstandings exceeds the Line Caplesser of (x) the Total Commitment and (y) the Borrowing Base, the Borrower will within three Business Days (x) immediately upon notice from the Administrative Agent if such notice is received on or before 12:00 noon on a Business Day, or (y) if such notice is received after 12:00 noon on a Business Day, by 10:00 a.m. on the next succeeding Business Day, (1i) prepay the Loans in an amount necessary to eliminate such excesscause the aggregate principal amount of the outstanding Loans plus the aggregate Letter of Credit Outstandings to be equal to or less than the Total Commitment and/or the Borrowing Base, as the case may be, and (2ii) if, after giving effect to the prepayment in full of all the Loans, the undrawn amount of outstanding Loans such Letter of Credit Outstandings in excess has not been eliminatedof the amount of cash held in the Letter of Credit Account exceeds the Total Commitment and/or the Borrowing Base, as the case may be, deposit cash into the applicable Cash Collateral Letter of Credit Account in an amount equal to 103105% of the amount by which the aggregate Letter of Credit Outstandings in excess of the amount of cash held in the Letter of Credit Account so exceeds the Total Commitment or Borrowing Base, as the case may be (such deposit shall be, first, in Dollars with respect to Letters of Credit Outstandingdenominated in Dollars and, second, in the applicable Permitted Foreign Currencies with respect to Letters of Credit denominated in Permitted Foreign Currencies). (b) The Revolving Credit Loans If an Event of Default or event which upon notice or lapse of time or both would constitute an Event of Default has occurred or is continuing, the Borrower shall be repaid daily apply 100% of the Net Proceeds from any sale of assets permitted in accordance with (and Section 6.11(iv) to the extent required under) prepayment of the provisions of SECTION 2.18Loans and, after the Loans have been prepaid in full, to the extent then applicable. deposit with the Agent of cash collateral for the Letter of Credit Outstandings in an aggregate amount equal to 105% thereof (csuch deposit shall be, first, in Dollars with respect to Letters of Credit denominated in Dollars and, second, in the applicable Permitted Foreign Currencies with respect to Letters of Credit denominated in Permitted Foreign Currencies) The Borrower ("Cash Collaterization"). Upon any such prepayment, the Total Commitment shall prepay the Loans be automatically and permanently reduced in an amount equal to the Net Proceeds received by a Loan Party on account of a Prepayment Event, irrespective of whether a Cash Dominion Event then exists and is continuingamount so prepaid. (d) Any payments made pursuant to SECTIONS 2.17(b) and (c) above at Promptly and in any time when an Event event within four (4) Business Days after the date of Default is not then continuing (it being understood and agreed that receipt of the Net Proceeds, upon any sale of assets permitted in Section 6.11(v), the Borrower shall apply 100% of such Net Proceeds thereof to the prepayment of the Loans and, after the Loans have been prepaid in full, if an Event of Default shall have occurred and be continuing, SECTION 7.03 shall apply), shall be applied to the Obligations in the following order of priority: (A) FIRST, to pay interest and fees due and payable on the Credit Extensions to the Borrower; (B) SECOND, to pay outstanding Swingline Loans of the Borrower; (C) THIRD, to pay all outstanding reimbursement obligations for drawings made under Letters of Credit of the Borrower; (D) FOURTH, to pay principal outstanding under outstanding Loans to the Borrower that are Prime Rate Loans; and (E) FIFTH, to pay outstanding Loans of the Borrower that are LIBO Loans and all Breakage Costs due in respect of such repayment or, at the Borrower’s option, to fund a cash collateral deposit to the Cash Collateral Account pursuant to SECTION 2.17(e) sufficient to pay, and with direction to pay, all such outstanding LIBO Loans on the last day of the then pending Interest Period therefor; (F) SIXTH, in each case at the option of the Administrative Agent (or at the direction of the Required Lenders), in the following priority: (1) to pay outstanding Obligations with respect to Cash Management Services furnished to any Loan Party; (2) to pay Credit Party Expenses, indemnities and other similar amounts then due to the Agents in connection with Credit Extensions to the Borrower; (3) to pay Credit Party Expenses, indemnities and other similar amounts then due to the Lenders in connection with Credit Extensions to the Borrower; and (4) to pay all other outstanding Obligations of the Borrower. (e) Subject to the foregoing, outstanding Prime Rate Loans shall be prepaid before outstanding LIBO Loans are prepaid. Each partial prepayment of LIBO Loans shall be in an integral multiple of $1,000,000. No prepayment of LIBO Loans shall be permitted pursuant to this SECTION 2.17 other than on the last day of an Interest Period applicable thereto, unless the Borrower reimburses the Lenders for all Breakage Costs associated therewith within five (5) Business Days of receiving a written demand for such reimbursement which sets forth the calculation of such Breakage Costs in reasonable detail. In order to avoid such Breakage Costs, as long as no Specified Default has occurred and is continuing, at to the request Cash Collateralization of the BorrowerLetter of Credit Outstandings. Upon any such prepayment, the Administrative Agent Total Commitment shall hold all amounts required to be applied to LIBO Loans automatically and permanently reduced in the Cash Collateral Account and will apply such funds an amount equal to the applicable LIBO Loans at the end of the then pending Interest Period therefor (provided that the foregoing shall in no way limit or restrict the Agents’ rights upon the subsequent occurrence of an Event of Default). Except to the extent occurring as a result of a mandatory prepayment pursuant to this SECTION 2.17, no partial prepayment of a Borrowing of LIBO Loans shall result in the aggregate principal amount of the LIBO Loans remaining outstanding pursuant to such Borrowing being less than $5,000,000. A prepayment of the Revolving Credit Loans pursuant to this SECTION 2.17 shall not permanently reduce the Total Commitmentsso prepaid. (f) All amounts required to be applied to all Revolving Credit Loans hereunder (other than Swingline Loans) shall be applied ratably in accordance with each Lender’s Commitment Percentage. All credits against the Obligations shall be conditioned upon final payment to the Administrative Agent of the items giving rise to such credits. If any item credited to the Loan Account is dishonored or returned unpaid for any reason, whether or not such return is rightful or timely, the Administrative Agent shall have the right to reverse such credit and charge the amount of such item to the Loan Account and the Borrower shall indemnify the Credit Parties against all claims and losses resulting from such dishonor or return. (gd) Upon the Termination Date, the Total Commitment shall be terminated in full and the Borrower shall cause Payment repay the Loans in Full full (plus any accrued but unpaid interest and fees thereon) and, except as the Agent may otherwise agree in writing, if any Letter of Credit remains outstanding, deposit into the Letter of Credit Account an amount equal to occur105% of the amount by which the Letter of Credit Outstandings exceeds the amount of cash held in the Letter of Credit Account, such cash to be remitted to the Borrower upon the expiration, cancellation, satisfaction or other termination of such reimbursement obligations, or otherwise comply with Section 2.03(b).

Mandatory Prepayment; Commitment Termination; Cash Collateral. The outstanding Obligations shall be subject to mandatory prepayment as follows: (a) If at any time the amount of the Credit Extensions exceeds the Line Caplower of (i) the then amount of the Total Commitments and (ii) the then amount of the Borrowing Base, the Borrower Borrowers will (x) immediately upon notice from the Administrative Agent if such notice is received on or before 12:00 noon on a Business Day, or (y) if such notice is received after 12:00 noon on a Business Day, by 10:00 a.m. on the next succeeding Business Day, (1A) prepay the Loans in an amount necessary to eliminate such excess, and (2B) if, after giving effect to the prepayment in full of all outstanding Loans such excess has not been eliminated, deposit cash into the applicable Cash Collateral Account in an amount equal to the lesser of (a) such excess, and (b) 103% of the Letters Letter of Credit OutstandingOutstandings at such time. (b) The Revolving Credit Loans shall be repaid daily in accordance with (and to the extent required under) the provisions of SECTION 2.18, to the extent then applicableSection 2.23 hereof. (c) The Borrower shall prepay the Loans in an amount equal Subject to the Net Proceeds received by a Loan Party on account provisions of a Prepayment Event, irrespective of whether a Cash Dominion Event then exists and is continuing. (d) Any payments made pursuant to SECTIONS 2.17(bSections 2.19(a) and (c) above at any time when an Event of Default is not then continuing (it being understood and agreed that if an Event of Default shall have occurred and be continuing, SECTION 7.03 shall applyb), shall be applied to the Obligations in the following order of priority: (A) FIRST, to pay interest and fees due and payable on the Credit Extensions to the Borrower; (B) SECOND, to pay outstanding Swingline Loans of the Borrower; (C) THIRD, to pay all outstanding reimbursement obligations for drawings made under Letters of Credit of the Borrower; (D) FOURTH, to pay principal outstanding under outstanding Loans to the Borrower that are Prime Rate Loans; and (E) FIFTH, to pay outstanding Loans of the Borrower that are LIBO Loans and all Breakage Costs due in respect of such repayment or, at the Borrower’s option, to fund a cash collateral deposit to the Cash Collateral Account pursuant to SECTION 2.17(e) sufficient to pay, and with direction to pay, all such outstanding LIBO Loans on the last day of the then pending Interest Period therefor; (F) SIXTH, in each case at the option of the Administrative Agent (or at the direction of the Required Lenders), in the following priority: (1) to pay outstanding Obligations with respect to Cash Management Services furnished to any Loan Party; (2) to pay Credit Party Expenses, indemnities and other similar amounts then due to the Agents in connection with Credit Extensions to the Borrower; (3) to pay Credit Party Expenses, indemnities and other similar amounts then due to the Lenders in connection with Credit Extensions to the Borrower; and (4) to pay all other outstanding Obligations of the Borrower. (e) Subject to the foregoing, outstanding Prime Rate Loans shall be prepaid before outstanding LIBO Loans are prepaid. Each partial prepayment of LIBO Loans shall be in an integral multiple of $1,000,000500,000. No prepayment of LIBO Loans shall be permitted pursuant to this SECTION 2.17 Section 2.19 other than on the last day of an Interest Period applicable thereto, unless the Borrower reimburses Borrowers simultaneously reimburse the Lenders for all “Breakage Costs Costs” (as defined in Section 2.20(b) below) associated therewith within five (5) Business Days of receiving a written demand for such reimbursement which sets forth the calculation of such Breakage Costs in reasonable detailtherewith. In order to avoid such Breakage Costs, as long as no Specified Event of Default has occurred and is continuing, at the request of the Lead Borrower, the Administrative Agent shall hold all amounts required to be applied to LIBO Loans in the Cash Collateral Account and will apply such funds to the applicable LIBO Loans at the end of the then pending Interest Period therefor and such LIBO Loans shall continue to bear interest at the rate set forth in Section 2.09 until the amounts in the Cash Collateral Account have been so applied (provided that the foregoing shall in no way limit or restrict the Agents’ rights upon the subsequent occurrence of an Event of Default). Except to the extent occurring as a result of a mandatory prepayment pursuant to this SECTION 2.17, no No partial prepayment of a Borrowing of LIBO Loans shall result in the aggregate principal amount of the LIBO Loans remaining outstanding pursuant to such Borrowing being less than $5,000,0001,000,000. A Except as provided in Section 2.16, any prepayment of the Revolving Credit Loans pursuant to this SECTION 2.17 shall not permanently reduce the Total Commitments. (fd) All amounts required to be applied to all Revolving Credit Loans hereunder (other than Swingline Loans) shall be applied ratably in accordance with each Lender’s Commitment Percentage. All credits against the Obligations shall be conditioned upon final payment to the Administrative Agent of the items giving rise to such credits. If any item credited to the Loan Account is dishonored or returned unpaid for any reason, whether or not such return is rightful or timely, the Administrative Agent shall have the right to reverse such credit and charge the amount of such item to the Loan Account and the Borrower shall indemnify the Credit Parties against all claims and losses resulting from such dishonor or return. (ge) Upon the Termination Date, the Borrower Commitments and the credit facility provided hereunder shall cause Payment be terminated in Full to occurfull and the Borrowers shall pay, in full and in cash, all outstanding Loans and all other outstanding Obligations.

Mandatory Prepayment; Commitment Termination; Cash Collateral. The outstanding Obligations shall be subject to mandatory prepayment as follows: (a) If at any time the amount of the Credit Extensions exceeds the Line Caplower of (i) the then amount of the Commitments and (ii) the then amount of the Borrowing Base, the Borrower Borrowers will (x) immediately upon notice from the Administrative Agent if such notice is received on or before 12:00 noon on a Business Day, or (y) if such notice is received after 12:00 noon on a Business Day, by 10:00 a.m. on the next succeeding Business Day, (1A) prepay the Loans in an amount necessary to eliminate such excess, and (2B) if, after giving effect to the prepayment in full of all outstanding Loans such excess has not been eliminated, deposit cash into the applicable Cash Collateral Account in an amount equal to 103105% of the Letters of Credit Outstanding. (b) The Revolving Credit Loans shall be repaid daily in accordance with (and to the extent required under) the provisions of SECTION 2.18, to the extent then applicableSection 2.23 hereof. (c) The Borrower shall prepay the Loans in an amount equal to the Net Proceeds received by a Loan Party on account of a Prepayment Event, irrespective of whether a Cash Dominion Event then exists and is continuing. (d) Any payments made pursuant to SECTIONS 2.17(b) and (c) above at any time when an Event of Default is not then continuing (it being understood and agreed that if an Event of Default shall have occurred and be continuing, SECTION 7.03 shall apply), shall be applied to the Obligations in the following order of priority: (A) FIRST, to pay interest and fees due and payable on the Credit Extensions to the Borrower; (B) SECOND, to pay outstanding Swingline Loans of the Borrower; (C) THIRD, to pay all outstanding reimbursement obligations for drawings made under Letters of Credit of the Borrower; (D) FOURTH, to pay principal outstanding under outstanding Loans to the Borrower that are Prime Rate Loans; and (E) FIFTH, to pay outstanding Loans of the Borrower that are LIBO Loans and all Breakage Costs due in respect of such repayment or, at the Borrower’s option, to fund a cash collateral deposit to the Cash Collateral Account pursuant to SECTION 2.17(e) sufficient to pay, and with direction to pay, all such outstanding LIBO Loans on the last day of the then pending Interest Period therefor; (F) SIXTH, in each case at the option of the Administrative Agent (or at the direction of the Required Lenders), in the following priority: (1) to pay outstanding Obligations with respect to Cash Management Services furnished to any Loan Party; (2) to pay Credit Party Expenses, indemnities and other similar amounts then due to the Agents in connection with Credit Extensions to the Borrower; (3) to pay Credit Party Expenses, indemnities and other similar amounts then due to the Lenders in connection with Credit Extensions to the Borrower; and (4) to pay all other outstanding Obligations of the Borrower. (e) Subject to the foregoingprovisions of Sections 2.19(a) and 2.19(b), outstanding Prime Rate Loans shall be prepaid before outstanding LIBO Loans are prepaid. Each partial prepayment of LIBO Loans shall be in an integral multiple of $1,000,000500,000. No Any prepayment of LIBO Loans shall be permitted made pursuant to this SECTION 2.17 Section 2.19 other than on the last day of an Interest Period applicable thereto, unless thereto shall be accompanied by a payment by the Borrower reimburses the Lenders for Borrowers of all "Breakage Costs Costs" (as defined in Section 2.20(b) below) associated therewith within five (5) Business Days of receiving a written demand for such reimbursement which sets forth the calculation of such Breakage Costs in reasonable detailtherewith. In order to avoid such Breakage Costs, as long as no Specified Event of Default has occurred and is continuing, at unless otherwise requested by the request of the Lead Borrower, the Administrative Agent shall hold all amounts required to be applied to LIBO Loans in the Cash Collateral Account (or, at the Lead Borrower's option, in Permitted Investments in which the Collateral Agents have a first perfected Lien) and will apply such funds to the applicable LIBO Loans at the end of the then pending Interest Period therefor (provided that the foregoing shall in no way limit or restrict the Agents’ ' rights upon the subsequent occurrence of an Event of Default). Except to the extent occurring as a result of a mandatory prepayment pursuant to this SECTION 2.17, no No partial prepayment of a Borrowing of LIBO Loans shall result in the aggregate principal amount of the LIBO Loans remaining outstanding pursuant to such Borrowing being less than $5,000,0001,000,000. A Any prepayment of the Revolving Credit Loans pursuant to this SECTION 2.17 shall not permanently reduce the Total Commitments. (fd) All amounts required to be applied to all Revolving Credit Loans hereunder (other than Swingline Loans) shall be applied ratably in accordance with each Lender’s 's Commitment Percentage. All credits against the Obligations shall be conditioned upon final payment to the Administrative Agent of the items giving rise to such credits. If any item credited to the Loan Account is dishonored or returned unpaid for any reason, whether or not such return is rightful or timely, the Administrative Agent shall have the right to reverse such credit and charge the amount of such item to the Loan Account and the Borrower shall indemnify the Credit Parties against all claims and losses resulting from such dishonor or return. (ge) Upon the Termination Date, the Borrower credit facility provided hereunder shall cause Payment be terminated in Full to occurfull and the Borrowers shall pay, in full and in cash, all outstanding Loans and all other outstanding Obligations. Upon such payment, the Notes shall be cancelled and the Collateral Agents shall release and terminate their Liens in the Collateral.

Mandatory Prepayment; Commitment Termination; Cash Collateral. The outstanding Obligations shall be subject to mandatory prepayment as follows: (a) : If at any time the amount of the Credit Extensions exceeds the Line Caplower of (i) the then amount of the Commitments and (ii) the then amount of the Borrowing Base, the Borrower will (x) immediately upon notice from the Administrative Agent if such notice is received on or before 12:00 noon on a Business Day, or (y) if such notice is received after 12:00 noon on a Business Day, by 10:00 a.m. on the next succeeding Business Day, (1A) prepay the Loans in an amount necessary to eliminate such excess, and (2B) if, after giving effect to the prepayment in full of all outstanding Loans such excess has not been eliminated, deposit cash into the applicable Cash Collateral Account in an amount equal to 103% of the Letters of Credit Outstanding. (b) . The Revolving Credit Loans shall be repaid daily in accordance with (and to the extent required under) the provisions of SECTION 2.18, Section 2.24 hereof. Subject to the extent then applicable. (c) The Borrower shall prepay the Loans in an amount equal to the Net Proceeds received by a Loan Party on account provisions of a Prepayment Event, irrespective of whether a Cash Dominion Event then exists and is continuing. (d) Any payments made pursuant to SECTIONS 2.17(bSections 2.20(a) and (c) above at any time when an Event of Default is not then continuing (it being understood and agreed that if an Event of Default shall have occurred and be continuing, SECTION 7.03 shall applyb), shall be applied to the Obligations in the following order of priority: (A) FIRST, to pay interest and fees due and payable on the Credit Extensions to the Borrower; (B) SECOND, to pay outstanding Swingline Loans of the Borrower; (C) THIRD, to pay all outstanding reimbursement obligations for drawings made under Letters of Credit of the Borrower; (D) FOURTH, to pay principal outstanding under outstanding Loans to the Borrower that are Prime Rate Loans; and (E) FIFTH, to pay outstanding Loans of the Borrower that are LIBO Loans and all Breakage Costs due in respect of such repayment or, at the Borrower’s option, to fund a cash collateral deposit to the Cash Collateral Account pursuant to SECTION 2.17(e) sufficient to pay, and with direction to pay, all such outstanding LIBO Loans on the last day of the then pending Interest Period therefor; (F) SIXTH, in each case at the option of the Administrative Agent (or at the direction of the Required Lenders), in the following priority: (1) to pay outstanding Obligations with respect to Cash Management Services furnished to any Loan Party; (2) to pay Credit Party Expenses, indemnities and other similar amounts then due to the Agents in connection with Credit Extensions to the Borrower; (3) to pay Credit Party Expenses, indemnities and other similar amounts then due to the Lenders in connection with Credit Extensions to the Borrower; and (4) to pay all other outstanding Obligations of the Borrower. (e) Subject to the foregoing, outstanding Prime Rate Loans shall be prepaid before outstanding LIBO Eurodollar Loans are prepaid. Each partial prepayment of LIBO Eurodollar Loans shall be in an integral multiple of $1,000,000500,000. No prepayment of LIBO Eurodollar Loans shall be permitted pursuant to this SECTION 2.17 Section 2.20 other than on the last day of an Interest Period applicable thereto, unless the Borrower simultaneously reimburses the Lenders for all "Breakage Costs Costs" (as defined in Section 2.21(b) below) associated therewith within five (5) Business Days of receiving a written demand for such reimbursement which sets forth the calculation of such Breakage Costs in reasonable detailtherewith. In order to avoid such Breakage Costs, as long as no Specified Event of Default has occurred and is continuing, at the request of the Borrower, the Administrative Agent shall hold all amounts required to be applied to LIBO Eurodollar Loans in the Cash Collateral Account and will apply such funds to the applicable LIBO Eurodollar Loans at the end of the then pending Interest Period therefor and such Eurodollar Loans shall continue to bear interest at the rate set forth in Section 2.10 until the amounts in the Cash Collateral Account have been so applied (provided that the foregoing shall in no way limit or restrict the Agents’ ' rights upon the subsequent occurrence of an Event of Default). Except to the extent occurring as a result of a mandatory prepayment pursuant to this SECTION 2.17, no No partial prepayment of a Borrowing of LIBO Eurodollar Loans shall result in the aggregate principal amount of the LIBO Eurodollar Loans remaining outstanding pursuant to such Borrowing being less than $5,000,0001,000,000. A Except as provided in Section 2.17, any prepayment of the Revolving Credit Loans pursuant to this SECTION 2.17 shall not permanently reduce the Total Commitments. (f) . All amounts required to be applied to all Revolving Credit Loans hereunder (other than Swingline Loans) shall be applied ratably in accordance with each Lender’s 's Commitment Percentage. All credits against the Obligations shall be conditioned upon final payment to the Administrative Agent of the items giving rise to such credits. If any item credited to the Loan Account is dishonored or returned unpaid for any reason, whether or not such return is rightful or timely, the Administrative Agent shall have the right to reverse such credit and charge the amount of such item to the Loan Account and the Borrower shall indemnify the Credit Parties against all claims and losses resulting from such dishonor or return. (g) Upon the Termination Date, the Commitments and the credit facility provided hereunder shall be terminated in full and the Borrower shall cause Payment pay, in Full to occurfull and in cash, all outstanding Loans and all other outstanding Obligations.

Mandatory Prepayment; Commitment Termination; Cash Collateral. The outstanding Obligations shall be subject to prepayment as follows: (a) If at any time the amount of the Tranche A Credit Extensions by the Tranche A Lenders exceeds the Line Caplesser of the aggregate Tranche A Commitments or the Tranche A Borrowing Base, the Borrower will (x) Borrowers will, immediately upon notice from the Administrative Agent if such notice is received on or before 12:00 noon on a Business Day, or Agent: (y) if such notice is received after 12:00 noon on a Business Day, by 10:00 a.m. on the next succeeding Business Day, (1) prepay the Tranche A Loans (including Swingline Loans) in an amount necessary to eliminate such excess, deficiency; and (2y) if, after giving effect to the prepayment in full of all outstanding Tranche A Loans such excess deficiency has not been eliminated, deposit cash into the applicable Cash Collateral Account in an amount equal to 103101.5% of the Letters Letter of Credit OutstandingOutstandings. (b) If at any time the amount of the Credit Extensions by the Lenders causes Availability to be less than zero, the Borrowers will, immediately upon notice from the Administrative Agent: (x) prepay the Tranche A Loans in an amount necessary to eliminate such deficiency; and (y) if, after giving effect to the prepayment in full of all outstanding Tranche A Loans such deficiency has not been eliminated, prepay the Tranche A-1 Loans in an amount necessary to eliminate such deficiency, and (z) if, after giving effect to the prepayment in full of all outstanding Tranche A Loans and Tranche A-1 Loans such deficiency has not been eliminated, deposit cash into the Cash Collateral Account in an amount equal to 101.5% of the Letter of Credit Outstandings. (c) The Revolving Credit Loans shall be repaid daily in accordance with (and to the extent required under) the provisions of SECTION 2.18, to the extent then applicable. (c) The Borrower . All such payments shall prepay the be applied first to Tranche A Loans and after prepayment in an amount equal full thereof, to the Net Proceeds received by a Loan Party on account of a Prepayment Event, irrespective of whether a Cash Dominion Event then exists and is continuingTranche A-1 Loans. (d) Any payments made pursuant to SECTIONS 2.17(b) So long as a Liquidation has not been commenced and (c) above the conditions set forth in SECTION 4.02 have been satisfied by the Loan Parties or waived by the Administrative Agent, at any the time when an Event of Default is not then continuing (it being understood and agreed that if an Event the delivery of Default shall have occurred and be continuingeach Borrowing Base Certificate, SECTION 7.03 shall apply), Tranche A Loans shall be applied made by the Tranche A Lenders to repay the Obligations in the following order of priority: (A) FIRST, to pay interest and fees due and payable on the Credit Extensions to the Borrower; (B) SECOND, to pay outstanding Swingline Loans of the Borrower; (C) THIRD, to pay all outstanding reimbursement obligations for drawings made under Letters of Credit of the Borrower; (D) FOURTH, to pay principal outstanding under outstanding Tranche A-1 Loans to the Borrower extent that are Prime Rate Loans; and (E) FIFTH, to pay outstanding the Tranche A-1 Loans of the Borrower that are LIBO Loans and all Breakage Costs due exceed Incremental Availability as reflected in respect of such repayment or, at the Borrower’s option, to fund a cash collateral deposit to the Cash Collateral Account pursuant to SECTION 2.17(e) sufficient to pay, and with direction to pay, all such outstanding LIBO Loans on the last day of the then pending Interest Period therefor; (F) SIXTH, in each case at the option of the Administrative Agent (or at the direction of the Required Lenders), in the following priority: (1) to pay outstanding Obligations with respect to Cash Management Services furnished to any Loan Party; (2) to pay Credit Party Expenses, indemnities and other similar amounts then due to the Agents in connection with Credit Extensions to the Borrower; (3) to pay Credit Party Expenses, indemnities and other similar amounts then due to the Lenders in connection with Credit Extensions to the Borrower; and (4) to pay all other outstanding Obligations of the BorrowerBorrowing Base Certificate. (e) Except during the continuance of a Cash Dominion Event, any Net Proceeds, Cash Receipts and other payments received by the Administrative Agent shall be applied as the Lead Borrower shall direct the Administrative Agent in writing, and otherwise consistent with the provisions of SECTION 2.16(b). (f) Subject to the foregoing, except as otherwise directed by the Lead Borrower (whose direction may be given only if a Cash Dominion Event has not occurred and is not continuing), outstanding Prime Rate Loans shall be prepaid before outstanding LIBO Loans are prepaid. Each partial prepayment of LIBO Loans shall be in an integral multiple of $1,000,000. No prepayment of LIBO Loans shall be permitted pursuant to this SECTION 2.17 other than on prior to the last day of an Interest Period applicable thereto, unless the Borrower reimburses Borrowers reimburse the Lenders for all Breakage Costs associated therewith within five (5) Business Days of receiving a written demand for such reimbursement which sets forth the calculation of such Breakage Costs in reasonable detail. In order to avoid such Breakage Costs, as long as no Specified Default has occurred and is continuing, at the request of the Lead Borrower, the Administrative Agent shall hold all amounts required to be applied to LIBO Loans in the Cash Collateral Account and will apply such funds to the applicable LIBO Loans at the end of the then pending Interest Period therefor (provided that the foregoing shall in no way limit or restrict the Agents’ rights upon the subsequent occurrence and during the continuance of an any other Event of Default). Except to the extent occurring as a result of a mandatory prepayment pursuant to this SECTION 2.17, no No partial prepayment of a Borrowing of LIBO Loans shall result in the aggregate principal amount of the LIBO Loans remaining outstanding pursuant to such Borrowing being less than $5,000,000. A prepayment of the Revolving Credit Loans pursuant to this SECTION 2.16 or SECTION 2.17 shall not permanently reduce the Total Commitments. (f) All amounts required to be applied to all Revolving Credit Loans hereunder (other than Swingline Loans) shall be applied ratably in accordance with each Lender’s Commitment Percentage. All credits against the Obligations shall be conditioned upon final payment to the Administrative Agent of the items giving rise to such credits. If any item credited to the Loan Account is dishonored or returned unpaid for any reason, whether or not such return is rightful or timely, the Administrative Agent shall have the right to reverse such credit and charge the amount of such item to the Loan Account and the Borrower shall indemnify the Credit Parties against all claims and losses resulting from such dishonor or return. (g) Upon the Termination Date, the Borrower Commitments and the credit facility provided hereunder shall cause Payment be terminated in Full to occurfull and the Borrowers shall pay, in full and in cash, all outstanding Revolving Credit Loans and all other outstanding Obligations then owing by them.

Mandatory Prepayment; Commitment Termination; Cash Collateral. The outstanding Obligations shall be subject to mandatory prepayment as follows: (a) If at any time the amount of the Credit Extensions exceeds the Line Caplower of (i) the then amount of the Total Commitment and (ii) the then amount of the Borrowing Base, the Borrower Borrowers will (x) immediately upon notice from the Administrative Agent if such notice is received on or before 12:00 noon on a Business Day, or (y) if such notice is received after 12:00 noon on a Business Day, by 10:00 a.m. on the next succeeding Business Day, (1A) prepay the Loans in an amount necessary to eliminate such excess, and (2B) if, after giving effect to the prepayment in full of all outstanding Loans such excess has not been eliminated, deposit cash into the applicable Cash Collateral Account in an amount equal to 103% of the Letters of Credit Outstanding. (b) The Revolving Credit Loans shall be repaid daily in accordance with (and to the extent required under) the provisions of SECTION 2.18, to the extent then applicableSections 2.22(h) and 2.23 hereof. (c) The Borrower shall prepay the Loans in an amount equal to the Net Proceeds received by a Loan Party on account of a Prepayment Event, irrespective of whether a Cash Dominion Event then exists and is continuing. (d) Any payments made pursuant to SECTIONS 2.17(b) and (c) above at any time when an Event of Default is not then continuing (it being understood and agreed that if an Event of Default shall have occurred and be continuing, SECTION 7.03 shall apply), shall be applied to the Obligations in the following order of priority: (A) FIRST, to pay interest and fees due and payable on the Credit Extensions to the Borrower; (B) SECOND, to pay outstanding Swingline Loans of the Borrower; (C) THIRD, to pay all outstanding reimbursement obligations for drawings made under Letters of Credit of the Borrower; (D) FOURTH, to pay principal outstanding under outstanding Loans to the Borrower that are Prime Rate Loans; and (E) FIFTH, to pay outstanding Loans of the Borrower that are LIBO Loans and all Breakage Costs due in respect of such repayment or, at the Borrower’s option, to fund a cash collateral deposit to the Cash Collateral Account pursuant to SECTION 2.17(e) sufficient to pay, and with direction to pay, all such outstanding LIBO Loans on the last day of the then pending Interest Period therefor; (F) SIXTH, in each case at the option of the Administrative Agent (or at the direction of the Required Lenders), in the following priority: (1) to pay outstanding Obligations with respect to Cash Management Services furnished to any Loan Party; (2) to pay Credit Party Expenses, indemnities and other similar amounts then due to the Agents in connection with Credit Extensions to the Borrower; (3) to pay Credit Party Expenses, indemnities and other similar amounts then due to the Lenders in connection with Credit Extensions to the Borrower; and (4) to pay all other outstanding Obligations of the Borrower. (e) Subject to the foregoing, outstanding Prime Base Rate Loans shall be prepaid before outstanding LIBO Eurodollar Loans are prepaid. Each partial prepayment of LIBO Eurodollar Loans shall be in an integral multiple of $1,000,000500,000. No prepayment of LIBO Eurodollar Loans shall be permitted pursuant to this SECTION 2.17 Section 2.19 other than on the last day of an Interest Period applicable thereto, unless the Borrower reimburses Borrowers simultaneously reimburse the Lenders for all “Breakage Costs Costs” (as defined below) associated therewith within five (5) Business Days of receiving a written demand for such reimbursement which sets forth the calculation of such Breakage Costs in reasonable detailtherewith. In order to avoid such Breakage Costs, as long as no Specified Event of Default has occurred and is continuing, at the request of the Lead Borrower, the Administrative Agent shall hold all amounts required to be applied to LIBO Eurodollar Loans in the Cash Collateral Account and will apply such funds to the applicable LIBO Eurodollar Loans at the end of the then pending Interest Period therefor (provided that the foregoing shall in no way limit or restrict the Agents’ rights upon the subsequent occurrence of an Event of Default). Except to the extent occurring as a result of a mandatory prepayment pursuant to this SECTION 2.17, no No partial prepayment of a Borrowing of LIBO Eurodollar Loans shall result in the aggregate principal amount of the LIBO Eurodollar Loans remaining outstanding pursuant to such Borrowing being less than $5,000,0003,000,000. A Any prepayment of the Revolving Credit Loans pursuant to this SECTION 2.17 shall not permanently reduce the Total Commitments. (fd) All amounts required to be applied to all Revolving Credit Loans hereunder (other than Swingline Loans) shall be applied ratably in accordance with each Lender’s Commitment Percentage. All credits against the Obligations shall be conditioned upon final payment to the Administrative Agent of the items giving rise to such credits. If any item credited to the Loan Account is dishonored or returned unpaid for any reason, whether or not such return is rightful or timely, the Administrative Agent shall have the right to reverse such credit and charge the amount of such item to the Loan Account and the Borrower shall indemnify the Credit Parties against all claims and losses resulting from such dishonor or return. (ge) Upon the Termination Date, the Borrower credit facility provided hereunder shall cause Payment be terminated in Full to occurfull and the Borrowers shall pay, in full and in cash, all outstanding Loans and all other outstanding Obligations.

Mandatory Prepayment; Commitment Termination; Cash Collateral. The outstanding Obligations shall be subject to prepayment as follows: (a) If Except with respect to Permitted Overadvances, if at any time the amount of the Credit Extensions exceeds by the Line CapLenders causes Availability to be less than zero, the Borrower will (x) Borrowers will, immediately upon notice from the Administrative Agent if such notice is received on or before 12:00 noon on a Business Day, or Agent: (y) if such notice is received after 12:00 noon on a Business Day, by 10:00 a.m. on the next succeeding Business Day, (1i) prepay the Loans (including Swingline Loans) in an amount necessary to eliminate such excess, deficiency; and (2ii) if, after giving effect to the prepayment in full of all outstanding Loans Loans, such excess deficiency has not been eliminated, deposit cash into the applicable Cash Collateral Account Collateralize all Letter of Credit Outstandings in an amount at least equal to 103% of the Letters of Credit Outstandingsuch deficiency. (b) The Revolving Credit Loans shall be repaid daily in accordance with (and to the extent required under) the provisions of SECTION 2.18, to the extent then applicable. (c) The Borrower shall prepay the Loans in an amount equal to the Net Proceeds received by a Loan Party on account of a Prepayment Event, irrespective of whether a Cash Dominion Event then exists and is continuing[Reserved]. (d) Any Except during the continuance of a Cash Dominion Event, any Net Proceeds, Cash Receipts and other payments made pursuant to SECTIONS 2.17(b) and (c) above at any time when an Event of Default is not then continuing (it being understood and agreed that if an Event of Default shall have occurred and be continuing, SECTION 7.03 shall apply), received by the Administrative Agent shall be applied to as the Obligations in the following order of priority: (A) FIRST, to pay interest and fees due and payable on the Credit Extensions to the Borrower; (B) SECOND, to pay outstanding Swingline Loans of the Borrower; (C) THIRD, to pay all outstanding reimbursement obligations for drawings made under Letters of Credit of the Borrower; (D) FOURTH, to pay principal outstanding under outstanding Loans to the Lead Borrower that are Prime Rate Loans; and (E) FIFTH, to pay outstanding Loans of the Borrower that are LIBO Loans and all Breakage Costs due in respect of such repayment or, at the Borrower’s option, to fund a cash collateral deposit to the Cash Collateral Account pursuant to SECTION 2.17(e) sufficient to pay, and with direction to pay, all such outstanding LIBO Loans on the last day of the then pending Interest Period therefor; (F) SIXTH, in each case at the option of shall direct the Administrative Agent (or at the direction of the Required Lenders), in the following priority: (1) to pay outstanding Obligations with respect to Cash Management Services furnished to any Loan Party; (2) to pay Credit Party Expenses, indemnities and other similar amounts then due to the Agents in connection with Credit Extensions to the Borrower; (3) to pay Credit Party Expenses, indemnities and other similar amounts then due to the Lenders in connection with Credit Extensions to the Borrower; and (4) to pay all other outstanding Obligations of the Borrowerwriting. (e) Subject to the foregoing, except as otherwise directed by the Lead Borrower (whose direction may be given only if a Cash Dominion Event has not occurred that is continuing), outstanding Prime Rate Loans shall be prepaid before outstanding LIBO Loans are prepaid. Each partial prepayment of LIBO Loans shall be in an integral multiple of $1,000,000. No prepayment of LIBO Loans shall be permitted pursuant to this SECTION 2.17 other than on prior to the last day of an Interest Period applicable thereto, unless the Borrower reimburses Borrowers reimburse the Lenders for all Breakage Costs associated therewith within five (5) Business Days of receiving a written demand for such reimbursement which sets forth the calculation of such Breakage Costs in reasonable detail. In order to avoid such Breakage Costs, as long as no Specified Default has occurred and is continuing, at the request of the Lead Borrower, the Administrative Agent shall hold all amounts required to be applied to LIBO Loans in the Cash Collateral Account and will apply such funds to the applicable LIBO Loans at the end of the then pending Interest Period therefor (provided that the foregoing shall in no way limit or restrict the Agents’ Administrative Agent’s or the Collateral Agent’s rights upon the subsequent occurrence and during the continuance of an any other Event of Default). Except to the extent occurring as a result of a mandatory prepayment pursuant to this SECTION 2.17, no No partial prepayment of a Borrowing of LIBO Loans shall result in the aggregate principal amount of the LIBO Loans remaining outstanding pursuant to such Borrowing being less than $5,000,0001,000,000. A prepayment of the Revolving Credit Loans pursuant to this SECTION 2.16 or SECTION 2.17 shall not permanently reduce the Total Commitments. (f) All amounts required to be applied to all Revolving Credit Loans hereunder (other than Swingline Loans) The Borrowers shall be applied ratably in accordance with each Lender’s Commitment Percentage. All credits against repay the Obligations shall be conditioned upon final payment as required pursuant to the Administrative Agent of the items giving rise to such credits. If any item credited to the Loan Account is dishonored or returned unpaid for any reason, whether or not such return is rightful or timely, the Administrative Agent shall have the right to reverse such credit and charge the amount of such item to the Loan Account and the Borrower shall indemnify the Credit Parties against all claims and losses resulting from such dishonor or returnSECTION 2.15(b). (g) Upon the Termination Date, the Borrower shall cause Payment in Full to occur.

Mandatory Prepayment; Commitment Termination; Cash Collateral. The outstanding Obligations shall be subject to mandatory prepayment as follows: (a) If if at any time the aggregate principal amount of the outstanding Loans plus the aggregate Letter of Credit Extensions Outstandings exceeds the Line Caplesser of (x) the Total Commitment and (y) the sum of the Borrowing Base plus cash deposited in the Letter of Credit Account pursuant to Sections 2.3(b) and 2.13(a), the Borrower will within three Business Days (x) immediately upon notice from the Administrative Agent if such notice is received on or before 12:00 noon on a Business Day, or (y) if such notice is received after 12:00 noon on a Business Day, by 10:00 a.m. on the next succeeding Business Day, (1i) prepay the Loans in an amount necessary to eliminate such excesscause the aggregate principal amount of the outstanding Loans plus the aggregate Letter of Credit Outstandings in excess of the amount of cash so held in the Letter of Credit Account to be equal to or less than the Total Commitment and/or the Borrowing Base, as the case may be, and (2ii) if, after giving effect to the prepayment in full of all outstanding Loans such the Loans, the aggregate Letter of Credit Outstandings in excess has not been eliminatedof the amount of cash so held in the Letter of Credit Account exceeds the Total Commitment and/or the Borrowing Base, as the case may be, deposit cash into the applicable Cash Collateral Letter of Credit Account in an amount equal to 103105% of the Letters amount by which the aggregate Letter of Credit Outstanding. Outstandings in excess of the amount of cash so held in the Letter of Credit Account so exceeds the Total Commitment or Borrowing Base, as the case may be (b) The Revolving Credit Loans shall with such cash to be repaid daily in accordance with (and released to the Borrower to the extent required under) the provisions of SECTION 2.18, to the extent then applicable. (c) The Borrower shall prepay the Loans in an amount equal to the Net Proceeds received by a Loan Party on account of a Prepayment Event, irrespective of whether a Cash Dominion Event then exists and is continuing. (d) Any payments made pursuant to SECTIONS 2.17(b) and (c) above at any time when an Event of Default is not then continuing (it being understood and agreed that if an Event of Default shall have occurred and be continuing, SECTION 7.03 shall apply), shall be applied to the Obligations in the following order of priority: (A) FIRST, to pay interest and fees due and payable on the Credit Extensions to the Borrower; (B) SECOND, to pay outstanding Swingline Loans of the Borrower; (C) THIRD, to pay all outstanding reimbursement obligations for drawings made under Letters of Credit of the Borrower; (D) FOURTH, to pay principal outstanding under outstanding Loans to the Borrower that are Prime Rate Loans; and (Eis thereafter again in compliance with the Borrowing Base) FIFTHprovided that, to pay outstanding Loans of the Borrower that are LIBO Loans and all Breakage Costs due in respect of such repayment or, at the Borrower’s option, to fund a cash collateral deposit to the Cash Collateral Account pursuant to SECTION 2.17(e) sufficient to pay, and with direction to pay, all such outstanding LIBO Loans on the last day of the then pending Interest Period therefor; (F) SIXTH, in each case at the option of the Administrative Agent (or at the direction of the Required Lenders), in the following priority: (1) to pay outstanding Obligations with respect to Cash Management Services furnished to any Loan Party; (2) to pay Credit Party Expenses, indemnities and other similar amounts then due to the Agents in connection with Credit Extensions to the Borrower; (3) to pay Credit Party Expenses, indemnities and other similar amounts then due to the Lenders in connection with Credit Extensions to the Borrower; and (4) to pay all other outstanding Obligations of the Borrower. (e) Subject to the foregoing, outstanding Prime Rate Loans shall be prepaid before outstanding LIBO Loans are prepaid. Each partial prepayment of LIBO Loans shall be in an integral multiple of $1,000,000. No prepayment of LIBO Loans shall be permitted pursuant to this SECTION 2.17 other than on the last day of an Interest Period applicable thereto, unless the Borrower reimburses the Lenders for all Breakage Costs associated therewith within five (5) Business Days of receiving a written demand for such reimbursement which sets forth the calculation of such Breakage Costs in reasonable detail. In order to avoid such Breakage Costs, as so long as no Specified Event of Default has occurred and is continuing, at the request sale of the Borrower, the Administrative Agent shall hold all amounts required assets permitted by Section 6.12(ii) will not give rise to be applied to LIBO Loans in the Cash Collateral Account and will apply such funds to the applicable LIBO Loans at the end of the then pending Interest Period therefor (provided that the foregoing shall in no way limit or restrict the Agents’ rights upon the subsequent occurrence of an Event of Default). Except to the extent occurring as a result of a mandatory prepayment pursuant to this SECTION 2.17, no partial prepayment of a Borrowing of LIBO Loans shall result in the aggregate principal amount of the LIBO Loans remaining outstanding pursuant to such Borrowing being less than $5,000,000. A any prepayment of the Revolving Credit Loans pursuant to this SECTION 2.17 shall not permanently reduce or reduction of the Total Commitments. (f) All amounts required to be applied to all Revolving Credit Loans hereunder (other than Swingline Loans) shall be applied ratably in accordance with each Lender’s Commitment Percentage. All credits against the Obligations shall be conditioned upon final payment to the Administrative Agent of the items giving rise to such credits. If any item credited to the Loan Account is dishonored or returned unpaid for any reason, whether or not such return is rightful or timely, the Administrative Agent shall have the right to reverse such credit and charge the amount of such item to the Loan Account and the Borrower shall indemnify the Credit Parties against all claims and losses resulting from such dishonor or return. (g) Upon the Termination Date, the Borrower shall cause Payment in Full to occur.Commitment;

Mandatory Prepayment; Commitment Termination; Cash Collateral. The outstanding Obligations shall be subject to prepayment as follows: (ai) If at any time the amount of the Credit Extensions exceeds the Line CapTotal Outstandings causes Availability to be less than zero, the Borrower will (x) Borrowers will, immediately upon notice from the Administrative Agent if such notice is received on or before 12:00 noon on a Business Day, or Agent: (y) if such notice is received after 12:00 noon on a Business Day, by 10:00 a.m. on the next succeeding Business Day, (1x) prepay the Revolving Credit Loans in an amount necessary to eliminate such excess, deficiency; and (2y) if, after giving effect to the prepayment in full of all outstanding Revolving Credit Loans such excess deficiency has not been eliminated, deposit cash into the applicable Cash Collateral Account in an amount equal to 103% of the Letters of Credit Outstanding. (bii) The Revolving Credit Loans shall be repaid daily in accordance with (and to the extent required under) the provisions of SECTION 2.18, to the extent then applicable. (ciii) The Borrower shall prepay the Loans in an amount equal to the Any Net Proceeds received by a Loan Party on account of from a Prepayment Event, irrespective of whether or not a Cash Dominion Event then exists and is continuing. (d) Any payments made pursuant to SECTIONS 2.17(b) and (c) above at any time when an Event of Default is not then continuing (it being understood and agreed that if an Event of Default shall have occurred and be continuing, SECTION 7.03 shall apply)exists, shall be applied paid over to the Administrative Agent on receipt by the Loan Parties and shall be utilized to prepay the Obligations in the following order of priority: priority set forth in SECTION 7.03. The Agents shall not be obligated to release their Liens on any Collateral included in such Prepayment Event until such Net Proceeds have been so received (A) FIRST, to pay interest and fees due and payable on the Credit Extensions to the Borrower; extent required in this clause (B) SECONDc)). The application of such Net Proceeds to the Obligations shall not reduce the Total Commitments. If all Obligations then due are paid, any excess Net Proceeds shall be remitted to pay outstanding Swingline Loans the operating account of the Borrower;Borrowers maintained with the Administrative Agent. (Civ) THIRDExcept as set forth in SECTION 2.17(c) and except during the continuance of a Cash Dominion Event, to pay all outstanding reimbursement obligations for drawings made under Letters of Credit of any Net Proceeds, Cash Receipts and other payments received by the Borrower;Administrative Agent shall be applied as the Lead Borrower shall direct the Administrative Agent in writing. (Dv) FOURTH, to pay principal outstanding under outstanding Loans to The Borrowers shall prepay the Borrower that are Prime Rate Loans; and (E) FIFTH, to pay outstanding Loans of the Borrower that are LIBO Loans and all Breakage Costs due in respect of such repayment or, at the Borrower’s option, to fund a cash collateral deposit to the Cash Collateral Account Obligations as required pursuant to SECTION 2.17(e) sufficient to pay, and with direction to pay, all such outstanding LIBO Loans on the last day of the then pending Interest Period therefor; 2.15 (F) SIXTH, in each case at the option of the Administrative Agent (or at the direction of the Required Lendersb), in the following priority: (1) to pay outstanding Obligations with respect to Cash Management Services furnished to any Loan Party; (2) to pay Credit Party Expenses, indemnities and other similar amounts then due to the Agents in connection with Credit Extensions to the Borrower; (3) to pay Credit Party Expenses, indemnities and other similar amounts then due to the Lenders in connection with Credit Extensions to the Borrower; and (4) to pay all other outstanding Obligations of the Borrower. (evi) Subject to the foregoing, outstanding Prime Rate Loans shall be prepaid before outstanding LIBO LIBOR Rate Loans are prepaid. Each partial prepayment of LIBO Loans shall be in an integral multiple of $1,000,000. No prepayment of LIBO LIBOR Rate Loans shall be permitted pursuant to this SECTION 2.17 other than on the last day of an Interest Period applicable thereto, unless the Borrower reimburses Borrowers reimburse the Lenders for all Breakage Costs associated therewith within five seven (57) Business Days of receiving a written demand for such reimbursement which sets forth the calculation of such Breakage Costs in reasonable detail. In order to avoid such Breakage Costs, as long as no Specified Default has occurred and is continuing, at the request of the Lead Borrower, the Administrative Agent shall hold all amounts required to be applied to LIBO LIBOR Rate Loans in the Cash Collateral Account and will apply such funds to the applicable LIBO LIBOR Rate Loans at the end of the then pending Interest Period therefor (provided that the foregoing shall in no way limit or restrict the Agents’ rights upon the subsequent occurrence and during the continuance of an any other Event of Default). Except to the extent occurring as a result of a mandatory prepayment pursuant to this SECTION 2.17, no No partial prepayment of a Borrowing of LIBO LIBOR Rate Loans shall result in the aggregate principal amount of the LIBO LIBOR Rate Loans remaining outstanding pursuant to such Borrowing being less than $5,000,000. A prepayment of the Revolving Credit Loans Obligations pursuant to this SECTION 2.16 or SECTION 2.17 shall not permanently reduce the Total Commitments. (fvii) All amounts required to be applied to all Revolving Credit Loans hereunder (other than Swingline Loans) shall be applied ratably in accordance with each Lender’s Commitment Percentage. All credits against the Obligations shall be conditioned upon final payment to the Administrative Agent of the items giving rise to such credits. If any item credited to the Loan Account is dishonored or returned unpaid for any reason, whether or not such return is rightful or timely, the Administrative Agent shall have the right to reverse such credit and charge the amount of such item to the Loan Account and the Borrower Borrowers shall indemnify the Credit Secured Parties against all claims and actual losses resulting from such dishonor or return. (g) Upon the Termination Date, the Borrower shall cause Payment in Full to occur.

Mandatory Prepayment; Commitment Termination; Cash Collateral. The outstanding Obligations shall be subject to mandatory prepayment as follows: (a) If at any time the amount of the Credit Extensions exceeds the Line Caplower of (i) the then amount of the Total Commitment and (ii) the then amount of the Borrowing Base, the Borrower Borrowers will (x) immediately upon notice from the Administrative Agent if such notice is received on or before 12:00 noon on a Business Day, or (y) if such notice is received after 12:00 noon on a Business Day, by 10:00 a.m. on the next succeeding Business Day, (1A) prepay the Loans in an amount necessary to eliminate such excess, and (2B) if, after giving effect to the prepayment in full of all outstanding Loans such excess has not been eliminated, deposit cash into the applicable Cash Collateral Account in an amount equal to 103% of the Letters of Credit Outstanding. (b) The Revolving Credit Loans shall be repaid daily in accordance with (and to the extent required under) the provisions of SECTION 2.18, to the extent then applicableSections 2.22(h) and 2.23 hereof. (c) The Borrower shall prepay the Loans in an amount equal to the Net Proceeds received by a Loan Party on account of a Prepayment Event, irrespective of whether a Cash Dominion Event then exists and is continuing. (d) Any payments made pursuant to SECTIONS 2.17(b) and (c) above at any time when an Event of Default is not then continuing (it being understood and agreed that if an Event of Default shall have occurred and be continuing, SECTION 7.03 shall apply), shall be applied to the Obligations in the following order of priority: (A) FIRST, to pay interest and fees due and payable on the Credit Extensions to the Borrower; (B) SECOND, to pay outstanding Swingline Loans of the Borrower; (C) THIRD, to pay all outstanding reimbursement obligations for drawings made under Letters of Credit of the Borrower; (D) FOURTH, to pay principal outstanding under outstanding Loans to the Borrower that are Prime Rate Loans; and (E) FIFTH, to pay outstanding Loans of the Borrower that are LIBO Loans and all Breakage Costs due in respect of such repayment or, at the Borrower’s option, to fund a cash collateral deposit to the Cash Collateral Account pursuant to SECTION 2.17(e) sufficient to pay, and with direction to pay, all such outstanding LIBO Loans on the last day of the then pending Interest Period therefor; (F) SIXTH, in each case at the option of the Administrative Agent (or at the direction of the Required Lenders), in the following priority: (1) to pay outstanding Obligations with respect to Cash Management Services furnished to any Loan Party; (2) to pay Credit Party Expenses, indemnities and other similar amounts then due to the Agents in connection with Credit Extensions to the Borrower; (3) to pay Credit Party Expenses, indemnities and other similar amounts then due to the Lenders in connection with Credit Extensions to the Borrower; and (4) to pay all other outstanding Obligations of the Borrower. (e) Subject to the foregoing, outstanding Prime Base Rate Loans shall be prepaid before outstanding LIBO Eurodollar Loans are prepaid. Each partial prepayment of LIBO Eurodollar Loans shall be in an integral multiple of $1,000,000500,000. No prepayment of LIBO Eurodollar Loans shall be permitted pursuant to this SECTION 2.17 Section 2.19 other than on the last day of an Interest Period applicable thereto, unless the Borrower reimburses Borrowers simultaneously reimburse the Lenders for all "Breakage Costs Costs" (as defined below) associated therewith within five (5) Business Days of receiving a written demand for such reimbursement which sets forth the calculation of such Breakage Costs in reasonable detailtherewith. In order to avoid such Breakage Costs, as long as no Specified Event of Default has occurred and is continuing, at the request of the Lead Borrower, the Administrative Agent shall hold all amounts required to be applied to LIBO Eurodollar Loans in the Cash Collateral Account and will apply such funds to the applicable LIBO Eurodollar Loans at the end of the then pending Interest Period therefor (provided that the foregoing shall in no way limit or restrict the Agents’ ' rights upon the subsequent occurrence of an Event of Default). Except to the extent occurring as a result of a mandatory prepayment pursuant to this SECTION 2.17, no No partial prepayment of a Borrowing of LIBO Eurodollar Loans shall result in the aggregate principal amount of the LIBO Eurodollar Loans remaining outstanding pursuant to such Borrowing being less than $5,000,0003,000,000. A Any prepayment of the Revolving Credit Loans pursuant to this SECTION 2.17 shall not permanently reduce the Total Commitments. (fd) All amounts required to be applied to all Revolving Credit Loans hereunder (other than Swingline Loans) shall be applied ratably in accordance with each Lender’s 's Commitment Percentage. All credits against the Obligations shall be conditioned upon final payment to the Administrative Agent of the items giving rise to such credits. If any item credited to the Loan Account is dishonored or returned unpaid for any reason, whether or not such return is rightful or timely, the Administrative Agent shall have the right to reverse such credit and charge the amount of such item to the Loan Account and the Borrower shall indemnify the Credit Parties against all claims and losses resulting from such dishonor or return. (ge) Upon the Termination Date, the Borrower credit facility provided hereunder shall cause Payment be terminated in Full to occurfull and the Borrowers shall pay, in full and in cash, all outstanding Loans and all other outstanding Obligations.

Mandatory Prepayment; Commitment Termination; Cash Collateral. The outstanding Obligations shall be subject to payment and mandatory prepayment as follows: (a) If at any time the amount of the Credit Extensions (excluding those made in respect of the Term Loan) exceeds the Line Revolving Loan Cap, the Borrower will (x) immediately upon notice from the Administrative Agent if such notice is received on or before 12:00 noon on a Business Day, or (y) if such notice is received after 12:00 noon on a Business Day, by 10:00 a.m. on the next succeeding Business Day, (1A) prepay the Revolving Loans in an amount necessary to eliminate such excess, and (2B) if, after giving effect to the prepayment in full of all outstanding Revolving Loans such excess has not been eliminated, deposit cash into the applicable Cash Collateral Account in an amount equal to 103% of the Letters of Credit Outstanding. (b) The Revolving Credit Except as set forth in clause (c) below, the Loans shall be repaid daily in accordance with (and to the extent required under) the provisions of SECTION 2.18, to the extent then applicableSection 2.24 hereof. (c) The Borrower In the event that any of the Agents or any Loan Party shall prepay receive Net Proceeds of any sale or other disposition of Term Loan Priority Collateral outside of the Loans ordinary course of business, which Net Proceeds exceed in an amount equal any period of twelve (12) consecutive calendar months the aggregate sum of $250,000 or any Net Proceeds from any casualty, condemnation or any similar event with respect to Term Loan Priority Collateral, unless the Agents and the Term Loan Lenders otherwise consent in writing (which consent may be withheld or conditioned in the Agents’ and the Term Loan Lenders’ sole discretion) , all amounts in excess of such aggregate sum shall be remitted to the Term Loan Agent within ten one ( 10 1) Business Days Day for application to the outstanding principal balance of the Term Loan in inverse order of maturity ; provided, that if any Loan Party or Subsidiary applies (or commits pursuant to a binding contractual arrangement (including pursuant to a letter of intent) to apply) such Net Proceeds received (or a portion thereof) within 12 months after receipt of such Net Proceeds to reinvest such Net Proceeds in the business, including in assets of the general type used or useful in the business of the Facility Guarantor and its Subsidiaries (including in connection with an acquisition or capital expenditures), then no prepayment shall be required pursuant to this clause (c) in respect of such Net Proceeds except to the extent of any such Net Proceeds therefrom that have not been so applied by the end of the 12-month (or, if committed to be so applied within 12 months of the receipt of such Net Proceeds, 18-month) period following receipt of such Net Proceeds, at the end of which period a Loan Party on account of a Prepayment Event, irrespective of whether a Cash Dominion Event then exists and is continuing.prepayment shall be 79 (d) Any payments made pursuant Subject to SECTIONS 2.17(bthe provisions of Sections 2.20(a) and (c) above at any time when an Event of Default is not then continuing (it being understood and agreed that if an Event of Default shall have occurred and be continuing, SECTION 7.03 shall applyb), shall be applied to the Obligations in the following order of priority: (A) FIRST, to pay interest and fees due and payable on the Credit Extensions to the Borrower; (B) SECOND, to pay outstanding Swingline Loans of the Borrower; (C) THIRD, to pay all outstanding reimbursement obligations for drawings made under Letters of Credit of the Borrower; (D) FOURTH, to pay principal outstanding under outstanding Loans to the Borrower that are Prime Rate Loans; and (E) FIFTH, to pay outstanding Loans of the Borrower that are LIBO Loans and all Breakage Costs due in respect of such repayment or, at the Borrower’s option, to fund a cash collateral deposit to the Cash Collateral Account pursuant to SECTION 2.17(e) sufficient to pay, and with direction to pay, all such outstanding LIBO Loans on the last day of the then pending Interest Period therefor; (F) SIXTH, in each case at the option of the Administrative Agent (or at the direction of the Required Lenders), in the following priority: (1) to pay outstanding Obligations with respect to Cash Management Services furnished to any Loan Party; (2) to pay Credit Party Expenses, indemnities and other similar amounts then due to the Agents in connection with Credit Extensions to the Borrower; (3) to pay Credit Party Expenses, indemnities and other similar amounts then due to the Lenders in connection with Credit Extensions to the Borrower; and (4) to pay all other outstanding Obligations of the Borrower. (e) Subject to the foregoing, outstanding Prime Rate Loans shall be prepaid before outstanding LIBO Loans are prepaid. Each partial prepayment of LIBO Loans shall be in an integral multiple of $1,000,000500,000. No prepayment of LIBO Loans shall be permitted pursuant to this SECTION 2.17 Section 2.20 other than on the last day of an Interest Period applicable thereto, unless the Borrower simultaneously reimburses the Lenders for all “Breakage Costs Costs” (as defined in Section 2.21(c) below) associated therewith within five (5) Business Days of receiving a written demand for such reimbursement which sets forth the calculation of such Breakage Costs in reasonable detailtherewith. In order to avoid such Breakage Costs, as long as no Specified Event of Default has occurred and is continuing, at the request of the Borrower, the Administrative Agent shall hold all amounts required to be applied to LIBO Loans in the Cash Collateral Account and will apply such funds to the applicable LIBO Loans at the end of the then pending Interest Period therefor and such LIBO Loans shall continue to bear interest at the rate set forth in Section 2.10 until the amounts in the Cash Collateral Account have been so applied (provided that the foregoing shall in no way limit or restrict the Agents’ rights upon the subsequent occurrence of an Event of Default). Except to the extent occurring as a result of a mandatory prepayment pursuant to this SECTION 2.17, no No partial prepayment of a Borrowing of LIBO Loans shall result in the aggregate principal amount of the LIBO Loans remaining outstanding pursuant to such Borrowing being less than $5,000,0001,000,000. A Except as provided in Section 2.17, any prepayment of the Revolving Credit Loans pursuant to this SECTION 2.17 shall not permanently reduce the Total Revolving Loan Commitments. (fe) All amounts required to be applied to all Revolving Credit Loans hereunder (other than Swingline Loans) shall be applied ratably in accordance with each applicable Lender’s Commitment Percentage. All credits against the Obligations shall be conditioned upon final payment to the Administrative Agent of the items giving rise to such credits. If any item credited to the Loan Account is dishonored or returned unpaid for any reason, whether or not such return is rightful or timely, the Administrative Agent shall have the right to reverse such credit and charge the amount of such item to the Loan Account and the Borrower shall indemnify the Credit Parties against all claims and losses resulting from such dishonor or returnPercentage with respect thereto. (gf) Upon the Termination Date, the Revolving Loan Commitments and the credit facility provided hereunder shall be terminated in full and the Borrower shall cause Payment pay, in Full to occurfull and in cash, all outstanding Loans and all other outstanding Obligations.

Mandatory Prepayment; Commitment Termination; Cash Collateral. The outstanding Obligations shall be subject to mandatory prepayment as follows: (a) If at any time the amount of the Credit Extensions exceeds the Line Caplower of (i) the then amount of the Total Commitment and (ii) the then amount of the Borrowing Base, the Borrower will within one (x1) immediately upon Business Day after notice from the Administrative Agent if such notice is received on or before 12:00 noon on a Business Day, or (ywhich may be given by the Administrative Agent in its discretion and shall be given by the Administrative Agent upon the request of the Required Lenders) if such notice is received after 12:00 noon on a Business Day, by 10:00 a.m. on the next succeeding Business Day, (1A) prepay the Loans in an amount necessary to eliminate such excess, and (2B) if, after giving effect to the prepayment in full of all outstanding Loans such excess has not been eliminated, deposit cash into the applicable Cash Collateral Account in an amount equal to 103% of the Letters of Credit Outstanding. (b) The Revolving Credit Loans shall be repaid daily in accordance with (and to the extent required under) the provisions of SECTION 2.18, to the extent then applicable2.23 hereof. (c) The Borrower shall prepay the Loans in an amount equal Subject to the Net Proceeds received by a Loan Party on account provisions of a Prepayment Event, irrespective of whether a Cash Dominion Event then exists and is continuing. (d) Any payments made pursuant to SECTIONS 2.17(bSECTION 2.19(a) and (c) above at any time when an Event of Default is not then continuing (it being understood and agreed that if an Event of Default shall have occurred and be continuing, SECTION 7.03 shall applyb), shall be applied to the Obligations in the following order of priority: (A) FIRST, to pay interest and fees due and payable on the Credit Extensions to the Borrower; (B) SECOND, to pay outstanding Swingline Loans of the Borrower; (C) THIRD, to pay all outstanding reimbursement obligations for drawings made under Letters of Credit of the Borrower; (D) FOURTH, to pay principal outstanding under outstanding Loans to the Borrower that are Prime Rate Loans; and (E) FIFTH, to pay outstanding Loans of the Borrower that are LIBO Loans and all Breakage Costs due in respect of such repayment or, at the Borrower’s option, to fund a cash collateral deposit to the Cash Collateral Account pursuant to SECTION 2.17(e) sufficient to pay, and with direction to pay, all such outstanding LIBO Loans on the last day of the then pending Interest Period therefor; (F) SIXTH, in each case at the option of the Administrative Agent (or at the direction of the Required Lenders), in the following priority: (1) to pay outstanding Obligations with respect to Cash Management Services furnished to any Loan Party; (2) to pay Credit Party Expenses, indemnities and other similar amounts then due to the Agents in connection with Credit Extensions to the Borrower; (3) to pay Credit Party Expenses, indemnities and other similar amounts then due to the Lenders in connection with Credit Extensions to the Borrower; and (4) to pay all other outstanding Obligations of the Borrower. (e) Subject to the foregoing, outstanding Prime Rate Loans shall be prepaid before outstanding LIBO Loans are prepaid. Each partial prepayment of LIBO Loans shall be in an integral multiple of $1,000,000. No prepayment of LIBO Loans shall be permitted pursuant to this SECTION 2.17 2.19 other than on the last day of an Interest Period applicable thereto, unless the Borrower simultaneously reimburses the Lenders for all “Breakage Costs Costs” (as defined in SECTION 2.20(b) below) associated therewith within five (5) Business Days of receiving a written demand for such reimbursement which sets forth the calculation of such Breakage Costs in reasonable detailtherewith. In order to avoid such Breakage Costs, as long as no Specified Event of Default has occurred and is continuing, at the request of the Borrower, the Administrative Agent shall hold all amounts required to be applied to LIBO Loans in the Cash Collateral Account and will apply such funds to the applicable LIBO Loans at the end of the then pending Interest Period therefor and such LIBO Loans shall continue to bear interest at the rate set forth in SECTION 2.10 until the amounts in the Cash Collateral Account have been so applied (provided that the foregoing shall in no way limit or restrict the Agents’ rights upon the subsequent occurrence of an Event of Default). Except to the extent occurring as a result of a mandatory prepayment pursuant to this SECTION 2.17, no No partial prepayment of a Borrowing of LIBO Loans shall result in the aggregate principal amount of the LIBO Loans remaining outstanding pursuant to such Borrowing being less than $5,000,000. A Except as provided in SECTION 2.16, any prepayment of the Revolving Credit Loans pursuant to this SECTION 2.17 shall not permanently reduce the Total Commitments. (fd) All amounts required to be applied to all Revolving Credit Loans hereunder (other than Swingline Loans) shall be applied ratably in accordance with each Lender’s Commitment Percentage. All credits against the Obligations shall be conditioned upon final payment to the Administrative Agent of the items giving rise to such credits. If any item credited to the Loan Account is dishonored or returned unpaid for any reason, whether or not such return is rightful or timely, the Administrative Agent shall have the right to reverse such credit and charge the amount of such item to the Loan Account and the Borrower shall indemnify the Credit Parties against all claims and losses resulting from such dishonor or return. (ge) Upon the Termination Date, the Commitments and the credit facility provided hereunder shall be terminated in full and the Borrower shall cause Payment pay, in Full to occurfull and in cash, all outstanding Loans and all other outstanding Obligations.

Mandatory Prepayment; Commitment Termination; Cash Collateral. The outstanding Obligations shall be subject to mandatory prepayment as follows: (a) If at any time the amount of the Credit Extensions exceeds the Line CapExcess Availability is less than zero, the Borrower Borrowers will (x) immediately upon notice from the Administrative Agent if such notice is received on or before 12:00 noon on a Business Day, or (y) if such notice is received after 12:00 noon on a Business Day, by 10:00 a.m. on the next succeeding Business Day, (1i) prepay the Revolving Loans in an amount necessary to eliminate such excessensure that Excess Availability is not less than zero, with payments first being applied to Swingline Loans, and then to Revolving Loans, and (2ii) if, after giving effect to the prepayment in full of all outstanding Loans such excess has not been eliminatedRevolving Loans, Excess Availability is less than zero, deposit cash into the applicable Cash Collateral Account in an amount equal to 103105% of the Letters of Credit Outstanding. Thereafter, provided no Event of Default then exists and the Borrower is then in compliance with the cash collateral requirements set forth in the preceding sentence, subject to the conditions set forth in Section 5.3, cash collateral may be released to the Borrowers upon the Lead Borrower's request and shall be utilized by the Borrowers prior to any further Revolving Loans being made. (b) The Revolving Credit Loans shall be repaid daily in accordance with (and to the extent required under) the provisions of SECTION 2.18Section 5.3 prior to an Event of Default and Section 6.2 after an Event of Default, to as applicable, of the extent then applicableSecurity Agreement. (c) The Borrower shall prepay the Loans in an amount equal to the Net Proceeds received by a Loan Party on account of a Prepayment Event, irrespective of whether a Cash Dominion Event then exists and is continuing. (d) Any payments made pursuant to SECTIONS 2.17(b) and (c) above at any time when an Event of Default is not then continuing (it being understood and agreed that if an Event of Default shall have occurred and be continuing, SECTION 7.03 shall apply), shall be applied to the Obligations in the following order of priority: (A) FIRST, to pay interest and fees due and payable on the Credit Extensions to the Borrower; (B) SECOND, to pay outstanding Swingline Loans of the Borrower; (C) THIRD, to pay all outstanding reimbursement obligations for drawings made under Letters of Credit of the Borrower; (D) FOURTH, to pay principal outstanding under outstanding Loans to the Borrower that are Prime Rate Loans; and (E) FIFTH, to pay outstanding Loans of the Borrower that are LIBO Loans and all Breakage Costs due in respect of such repayment or, at the Borrower’s option, to fund a cash collateral deposit to the Cash Collateral Account pursuant to SECTION 2.17(e) sufficient to pay, and with direction to pay, all such outstanding LIBO Loans on the last day of the then pending Interest Period therefor; (F) SIXTH, in each case at the option of the Administrative Agent (or at the direction of the Required Lenders), in the following priority: (1) to pay outstanding Obligations with respect to Cash Management Services furnished to any Loan Party; (2) to pay Credit Party Expenses, indemnities and other similar amounts then due to the Agents in connection with Credit Extensions to the Borrower; (3) to pay Credit Party Expenses, indemnities and other similar amounts then due to the Lenders in connection with Credit Extensions to the Borrower; and (4) to pay all other outstanding Obligations of the Borrower. (e) Subject to the foregoing, outstanding Prime Base Rate Loans shall be prepaid before outstanding LIBO Eurodollar Loans are prepaid. Each partial prepayment of LIBO Eurodollar Loans shall be in an integral multiple of $1,000,000500,000. No Any prepayment of LIBO Eurodollar Loans shall be permitted pursuant to this SECTION 2.17 other than on the last day of an Interest Period applicable thereto, unless the Borrower reimburses the Lenders for thereto shall be accompanied by all Breakage Costs associated therewith within five (5) Business Days of receiving a written demand for such reimbursement which sets forth the calculation of such Breakage Costs in reasonable detail. In order to avoid such "Breakage Costs, " (as long as no Specified Default has occurred and is continuing, at the request of the Borrower, the Administrative Agent shall hold all amounts required to be applied to LIBO Loans in the Cash Collateral Account and will apply such funds to the applicable LIBO Loans at the end of the then pending Interest Period therefor (provided that the foregoing shall in no way limit or restrict the Agents’ rights upon the subsequent occurrence of an Event of Default)defined below) associated therewith. Except to the extent occurring as a result of a mandatory prepayment pursuant to this SECTION 2.17, no No partial prepayment of a Borrowing of LIBO Eurodollar Loans shall result in the aggregate principal amount of the LIBO Eurodollar Loans remaining outstanding pursuant to such Borrowing being less than $5,000,000. A Any prepayment of the Revolving Credit Loans pursuant to this SECTION 2.17 shall not permanently reduce the Total Commitments. (fd) All amounts required to be applied to all Revolving Credit Loans hereunder or under Section 5.2 prior to an Event of Default or Section 6.2 after an Event of Default of the Security Agreement, as applicable (other than Swingline Loans) shall be applied ratably in accordance with each Lender’s 's Commitment Percentage. All credits against the Obligations shall be conditioned upon final payment to the Administrative Agent of the items giving rise to such credits. If any item credited to the Loan Account is dishonored or returned unpaid for any reason, whether or not such return is rightful or timely, the Administrative Agent shall have the right to reverse such credit and charge the amount of such item to the Loan Account and the Borrower shall indemnify the Credit Parties against all claims and losses resulting from such dishonor or return. (ge) Upon the Termination Date, the Borrower credit facilities provided hereunder shall cause Payment be terminated in Full to occurfull and the Borrowers shall pay, in full indefeasibly in cash in Dollars, all outstanding Loans and all other outstanding Obligations.

Mandatory Prepayment; Commitment Termination; Cash Collateral. The outstanding Obligations shall be subject to prepayment and/or cash collateralization of Letters of Credit as follows: (a) If at any time the amount of the Tranche A Credit Extensions by the Tranche A Lenders exceeds the Line Caplesser of the aggregate Tranche A Commitments or the Tranche A Borrowing Base, the Borrower will (x) Borrowers will, immediately upon notice from the Administrative Agent if such notice is received on or before 12:00 noon on a Business Day, or Agent: (y) if such notice is received after 12:00 noon on a Business Day, by 10:00 a.m. on the next succeeding Business Day, (1i) prepay the Tranche A Loans (including Swingline Loans) in an amount necessary to eliminate such excess, deficiency and (2ii) if, after giving effect to the prepayment in full of all outstanding Tranche A Loans such excess deficiency has not been eliminated, deposit cash into the applicable Cash Collateral Account in an amount equal to 103101.5% of the Letters Letter of Credit OutstandingOutstandings. (b) The If at any time the amount of the Revolving Credit Extensions by the Revolving Lenders causes Excess Availability to be less than zero, the Borrowers will, immediately upon notice from the Administrative Agent: (i) prepay the Tranche A Loans in an amount necessary to eliminate such deficiency; (ii) if, after giving effect to the prepayment in full of all outstanding Tranche A Loans such deficiency has not been eliminated, prepay the Tranche A-1 Loans in an amount necessary to eliminate such deficiency; and (iii) if, after giving effect to the prepayment in full of all outstanding Tranche A Loans and Tranche A-1 Loans such deficiency has not been eliminated, deposit cash into the Cash Collateral Account in an amount equal to 101.5% of the Letter of Credit Outstandings. (c) The Loans shall be repaid daily in accordance with (and to the extent required under) the provisions of SECTION 2.18Section 2.19, to the extent then applicable. (c) The Borrower shall prepay the Loans in an amount equal to the Net Proceeds received by a Loan Party on account of a Prepayment Event, irrespective of whether a Cash Dominion Event then exists and is continuing. (d) Any payments made pursuant to SECTIONS 2.17(b) So long as a Liquidation has not been commenced and (c) above the conditions set forth in Section 4.02 have been satisfied by the Loan Parties, at any the time when an Event of Default is not then continuing (it being understood and agreed that if an Event the delivery of Default shall have occurred and be continuingeach Borrowing Base Certificate, SECTION 7.03 shall apply), Tranche A Loans shall be applied made by the Tranche A Lenders to repay the Obligations in the following order of priority: (A) FIRST, to pay interest and fees due and payable on the Credit Extensions to the Borrower; (B) SECOND, to pay outstanding Swingline Loans of the Borrower; (C) THIRD, to pay all outstanding reimbursement obligations for drawings made under Letters of Credit of the Borrower; (D) FOURTH, to pay principal outstanding under outstanding Tranche A-1 Loans to the Borrower extent that are Prime Rate Loans; and (E) FIFTH, to pay outstanding the Tranche A-1 Loans of the Borrower that are LIBO Loans and all Breakage Costs due exceed Incremental Availability as reflected in respect of such repayment or, at the Borrower’s option, to fund a cash collateral deposit to the Cash Collateral Account pursuant to SECTION 2.17(e) sufficient to pay, and with direction to pay, all such outstanding LIBO Loans on the last day of the then pending Interest Period therefor; (F) SIXTH, in each case at the option of the Administrative Agent (or at the direction of the Required Lenders), in the following priority: (1) to pay outstanding Obligations with respect to Cash Management Services furnished to any Loan Party; (2) to pay Credit Party Expenses, indemnities and other similar amounts then due to the Agents in connection with Credit Extensions to the Borrower; (3) to pay Credit Party Expenses, indemnities and other similar amounts then due to the Lenders in connection with Credit Extensions to the Borrower; and (4) to pay all other outstanding Obligations of the BorrowerBorrowing Base Certificate. (e) Except during the continuance of a Trigger Event (Cash Dominion), any Net Cash Proceeds, Cash Receipts and other payments received by the Administrative Agent shall be applied as the Lead Borrower shall direct the Administrative Agent in writing, and otherwise consistent with the provisions of Section 2.08. (f) Subject to the foregoing, except as otherwise directed by the Lead Borrower (whose direction may be given only if a Trigger Event (Cash Dominion) has not occurred and is not continuing), outstanding Prime Base Rate Loans shall be prepaid before outstanding LIBO LIBOR Loans are prepaid. Each partial prepayment of LIBO Loans shall be in an integral multiple of $1,000,000. No prepayment of LIBO Loans shall be permitted pursuant to this SECTION 2.17 other than on the last day of an Interest Period applicable thereto, unless the Borrower reimburses the Lenders for all Breakage Costs associated therewith within five . (5g) Business Days of receiving a written demand for such reimbursement which sets forth the calculation of such Breakage Costs in reasonable detail. In order to avoid such Breakage Costs, as long as no Specified Default has occurred and is continuing, at the request of the Borrower, the Administrative Agent shall hold all amounts required to be applied to LIBO Loans in the Cash Collateral Account and will apply such funds to the applicable LIBO Loans at the end of the then pending Interest Period therefor (provided that the foregoing shall in no way limit or restrict the Agents’ rights upon the subsequent occurrence of an Event of Default). Except to the extent occurring as a result of a mandatory prepayment pursuant to this SECTION 2.17, no partial prepayment of a Borrowing of LIBO Loans shall result in the aggregate principal amount of the LIBO Loans remaining outstanding pursuant to such Borrowing being less than $5,000,000. A prepayment of the Revolving Credit Loans and Swingline Loans pursuant to Section 2.08 or this SECTION 2.17 Section 2.09 shall not permanently reduce the Total Revolving Commitments. (f) All amounts required to be applied to all Revolving Credit Loans hereunder (other than Swingline Loans) shall be applied ratably in accordance with each Lender’s Commitment Percentage. All credits against the Obligations shall be conditioned upon final payment to the Administrative Agent of the items giving rise to such credits. If any item credited to the Loan Account is dishonored or returned unpaid for any reason, whether or not such return is rightful or timely, the Administrative Agent shall have the right to reverse such credit and charge the amount of such item to the Loan Account and the Borrower shall indemnify the Credit Parties against all claims and losses resulting from such dishonor or return. (g) Upon the Termination Date, the Borrower Revolving Commitments and the credit facility provided hereunder shall cause Payment be terminated in Full full and the Borrowers shall pay, in full and in cash, all outstanding Loans and all other outstanding Obligations then owing by them and the Letters of Credit shall be cash collateralized as provided for in Section 2.06. The LOTLUpon the AJTL Maturity Date, the AJTL Loans shall be due and payable and Borrowers shall pay, in full and in cash, all outstanding AJTL Loans and all accrued and unpaid interest thereon. The AJTL Commitment shall expire upon the making of the LOTLAJTL Loan on the Fourth RestatementFirst Amendment Effective Date or, if no LOTLAJTL Loans are made on the Fourth RestatementFirst Amendment Effective Date, at the close of business on the Fourth RestatementFirst Amendment Effective Date. (h) Unless otherwise agreed to occurby the Administrative Agent and the Lead Borrower, within one Business Day after each Ram RE Addition Date and continuing until the Ram End Date, the Borrowers shall make a mandatory prepayment of the LOTL Loans in the amount of Ram RE Availability arising from the addition of Ram Real Estate to the RE Borrowing Base Amount on such Ram RE Addition Date, so long as the LOTL Prepayment Conditions are satisfied.

Mandatory Prepayment; Commitment Termination; Cash Collateral. The outstanding Obligations shall be subject to prepayment and/or cash collateralization of Letters of Credit as follows: (a) If at any time the amount of the Tranche A Credit Extensions by the Tranche A Lenders exceeds the Line Caplesser of the aggregate Tranche A Commitments or the Tranche A Borrowing Base, the Borrower will (x) Borrowers will, immediately upon notice from the Administrative Agent if such notice is received on or before 12:00 noon on a Business Day, or Agent: (y) if such notice is received after 12:00 noon on a Business Day, by 10:00 a.m. on the next succeeding Business Day, (1i) prepay the Tranche A Loans (including Swingline Loans) in an amount necessary to eliminate such excess, deficiency and (2ii) if, after giving effect to the prepayment in full of all outstanding Tranche A Loans such excess deficiency has not been eliminated, deposit cash into the applicable Cash Collateral Account in an amount equal to 103101.5% of the Letters Letter of Credit OutstandingOutstandings. (b) If at any time the amount of the Credit Extensions by the Lenders causes Excess Availability to be less than zero, the Borrowers will, immediately upon notice from the Administrative Agent: (i) prepay the Tranche A Loans in an amount necessary to eliminate such deficiency; (ii) if, after giving effect to the prepayment in full of all outstanding Tranche A Loans such deficiency has not been eliminated, prepay the Tranche A-1 Loans in an amount necessary to eliminate such deficiency; and (iii) if, after giving effect to the prepayment in full of all outstanding Tranche A Loans and Tranche A-1 Loans such deficiency has not been eliminated, deposit cash into the Cash Collateral Account in an amount equal to 101.5% of the Letter of Credit Outstandings. (c) The Revolving Credit Loans shall be repaid daily in accordance with (and to the extent required under) the provisions of SECTION 2.18Section 2.19, to the extent then applicable. (c) The Borrower shall prepay the Loans in an amount equal to the Net Proceeds received by a Loan Party on account of a Prepayment Event, irrespective of whether a Cash Dominion Event then exists and is continuing. (d) Any payments made pursuant to SECTIONS 2.17(b) So long as a Liquidation has not been commenced and (c) above the conditions set forth in Section 4.02 have been satisfied by the Loan Parties, at any the time when an Event of Default is not then continuing (it being understood and agreed that if an Event the delivery of Default shall have occurred and be continuingeach Borrowing Base Certificate, SECTION 7.03 shall apply), Tranche A Loans shall be applied made by the Tranche A Lenders to repay the Obligations in the following order of priority: (A) FIRST, to pay interest and fees due and payable on the Credit Extensions to the Borrower; (B) SECOND, to pay outstanding Swingline Loans of the Borrower; (C) THIRD, to pay all outstanding reimbursement obligations for drawings made under Letters of Credit of the Borrower; (D) FOURTH, to pay principal outstanding under outstanding Tranche A-1 Loans to the Borrower extent that are Prime Rate Loans; and (E) FIFTH, to pay outstanding the Tranche A-1 Loans of the Borrower that are LIBO Loans and all Breakage Costs due exceed Incremental Availability as reflected in respect of such repayment or, at the Borrower’s option, to fund a cash collateral deposit to the Cash Collateral Account pursuant to SECTION 2.17(e) sufficient to pay, and with direction to pay, all such outstanding LIBO Loans on the last day of the then pending Interest Period therefor; (F) SIXTH, in each case at the option of the Administrative Agent (or at the direction of the Required Lenders), in the following priority: (1) to pay outstanding Obligations with respect to Cash Management Services furnished to any Loan Party; (2) to pay Credit Party Expenses, indemnities and other similar amounts then due to the Agents in connection with Credit Extensions to the Borrower; (3) to pay Credit Party Expenses, indemnities and other similar amounts then due to the Lenders in connection with Credit Extensions to the Borrower; and (4) to pay all other outstanding Obligations of the BorrowerBorrowing Base Certificate. (e) Except during the continuance of a Trigger Event (Cash Dominion), any Net Cash Proceeds, Cash Receipts and other payments received by the Administrative Agent shall be applied as the Lead Borrower shall direct the Administrative Agent in writing, and otherwise consistent with the provisions of Section 2.08(b). (f) Subject to the foregoing, except as otherwise directed by the Lead Borrower (whose direction may be given only if a Trigger Event (Cash Dominion) has not occurred and is not continuing), outstanding Prime Base Rate Loans shall be prepaid before outstanding LIBO LIBOR Loans are prepaid. Each partial prepayment of LIBO Loans shall be in an integral multiple of $1,000,000. No prepayment of LIBO Loans shall be permitted pursuant to this SECTION 2.17 other than on the last day of an Interest Period applicable thereto, unless the Borrower reimburses the Lenders for all Breakage Costs associated therewith within five . (5g) Business Days of receiving a written demand for such reimbursement which sets forth the calculation of such Breakage Costs in reasonable detail. In order to avoid such Breakage Costs, as long as no Specified Default has occurred and is continuing, at the request of the Borrower, the Administrative Agent shall hold all amounts required to be applied to LIBO Loans in the Cash Collateral Account and will apply such funds to the applicable LIBO Loans at the end of the then pending Interest Period therefor (provided that the foregoing shall in no way limit or restrict the Agents’ rights upon the subsequent occurrence of an Event of Default). Except to the extent occurring as a result of a mandatory prepayment pursuant to this SECTION 2.17, no partial prepayment of a Borrowing of LIBO Loans shall result in the aggregate principal amount of the LIBO Loans remaining outstanding pursuant to such Borrowing being less than $5,000,000. A prepayment of the Revolving Credit Loans pursuant to Section 2.08 or this SECTION 2.17 Section 2.09 shall not permanently reduce the Total Commitments. (f) All amounts required to be applied to all Revolving Credit Loans hereunder (other than Swingline Loans) shall be applied ratably in accordance with each Lender’s Commitment Percentage. All credits against the Obligations shall be conditioned upon final payment to the Administrative Agent of the items giving rise to such credits. If any item credited to the Loan Account is dishonored or returned unpaid for any reason, whether or not such return is rightful or timely, the Administrative Agent shall have the right to reverse such credit and charge the amount of such item to the Loan Account and the Borrower shall indemnify the Credit Parties against all claims and losses resulting from such dishonor or return. (g) Upon the Termination Date, the Borrower Commitments and the credit facility provided hereunder shall cause Payment be terminated in Full to occurfull and the Borrowers shall pay, in full and in cash, all outstanding Loans and all other outstanding Obligations then owing by them and the Letters of Credit shall be cash collateralized as provided for in Section 2.06.

Mandatory Prepayment; Commitment Termination; Cash Collateral. The outstanding Obligations shall be subject to mandatory prepayment as follows: (a) If at any time the amount of the Tranche A Credit Extensions exceeds the Line Caplower of (i) the then amount of the Tranche A Commitments and (ii) the then amount of the Borrowing Base, PLUS the aggregate amount of all cash held in the Cash Collateral Account, the Borrower will (x) immediately upon notice from the Administrative Agent if such notice is received on or before 12:00 noon on a Business Day, or (y) if such notice is received after 12:00 noon on a Business Day, by 10:00 a.m. on the next succeeding Business Day, (1A) prepay the Tranche A Loans in an amount necessary to eliminate such excess, excess and (2B) if, after giving effect to the prepayment in full of all outstanding Tranche A Loans such excess has not been eliminated, deposit cash into the applicable Cash Collateral Account in an amount equal to 103105% of the Letters remaining amount of Credit Outstandingsuch excess. (b) The Revolving Credit Tranche A Loans shall be repaid daily in accordance with (and to the extent required under) the provisions of SECTION 2.18, to the extent then applicableSection 2.21(h) hereof. (c) The Subject to the terms of the Order, if applicable, in the event and on each occasion that any Net Proceeds are received by or on behalf of a Loan Party or any Subsidiary in respect of any Prepayment Event, the Borrower shall shall, immediately after such Net Proceeds are received, prepay the Loans in an aggregate principal amount equal to the such Net Proceeds received by a Loan Party on account of a Prepayment Event, irrespective of whether a Cash Dominion Event then exists and is continuing. (d) Any payments made pursuant to SECTIONS 2.17(b) and (c) above at any time when an Event of Default is not then continuing (it being understood and agreed that if an Event of Default shall have occurred and be continuing, SECTION 7.03 shall apply), shall be applied to the Obligations in the following order of priority: (A) FIRST, to pay interest and fees due and payable on the Credit Extensions to the Borrower; (B) SECOND, to pay outstanding Swingline Loans of the Borrower; (C) THIRD, to pay all outstanding reimbursement obligations for drawings made under Letters of Credit of the Borrower; (D) FOURTH, to pay principal outstanding under outstanding Loans to the Borrower that are Prime Rate Loans; and (E) FIFTH, to pay outstanding Loans of the Borrower that are LIBO Loans and all Breakage Costs due in respect of such repayment or, at the Borrower’s option, to fund a cash collateral deposit to the Cash Collateral Account pursuant to SECTION 2.17(e) sufficient to pay, and with direction to pay, all such outstanding LIBO Loans on the last day of the then pending Interest Period therefor; (F) SIXTH, in each case at the option of the Administrative Agent (or at the direction of the Required Lenders), in the following priority: (1i) Except as provided in clause (ii) below, the Net Proceeds realized from any Prepayment Event shall be paid FIRST, in reduction of the Swingline Loans, SECOND, in reduction of the Tranche A Loans, THIRD, to pay outstanding Obligations with respect the Cash Collateral Account as collateral for the Letter of Credit Outstandings, FOURTH, to Cash Management Services furnished the Tranche B Loan, and FIFTH, to any Loan Party;all other Obligations, (2ii) to pay Credit Party ExpensesThe Net Proceeds from any sale of Real Estate and furniture, indemnities fixtures and other similar amounts then due equipment shall be applied first, to the Agents Tranche B Loan until the Tranche B Loan is paid in connection with Credit Extensions full, and then to the Borrower; Tranche A Loans (3including Swingline Loans) to pay Credit Party Expenses(or if no such Tranche A Loans are then outstanding, indemnities and other similar amounts then due to the Lenders in connection with Cash Collateral Account as collateral for the Letter of Credit Extensions Outstandings) PROVIDED, HOWEVER that if no Event of Default has occurred and is continuing, the amount required to be applied pursuant to this clause (ii) upon the Borrower; and (4) sale of Eligible Leasehold Real Estate shall be limited to pay all other outstanding Obligations 75% of the BorrowerFLV of such Eligible Leasehold Real Estate, with the remaining Net Proceeds being applied pursuant to clause (i) above. (ed) Subject to the foregoing, outstanding Prime Rate ABR Loans shall be prepaid before outstanding LIBO Eurodollar Loans are prepaid. Each partial prepayment of LIBO Eurodollar Loans shall be in an integral multiple of $100,000 equal to or greater than $1,000,000. No prepayment of LIBO Eurodollar Loans shall be permitted pursuant to this SECTION 2.17 Section 2.18 other than on the last day of an Interest Period applicable thereto, unless the Borrower simultaneously reimburses the Tranche A Lenders for all "Breakage Costs Costs" (as defined below) associated therewith within five (5) Business Days of receiving a written demand for such reimbursement which sets forth the calculation of such Breakage Costs in reasonable detailtherewith. In order to avoid such Breakage Costs, as long as no Specified Event of Default has occurred and is continuing, at the request of the Borrower, the Administrative Agent shall hold all amounts required to be applied to LIBO Eurodollar Loans in the Cash Collateral Account and will apply such funds to the applicable LIBO Eurodollar Loans at the end of the then pending Interest Period therefor (provided that the foregoing shall in no way limit or restrict the Agents’ ' rights upon the subsequent occurrence of an Event of Default). Except to the extent occurring as a result of a mandatory prepayment pursuant to this SECTION 2.17, no No partial prepayment of a Borrowing of LIBO Eurodollar Loans shall result in the aggregate principal amount of the LIBO Eurodollar Loans remaining outstanding pursuant to such Borrowing being less than $5,000,0001,000,000. A Any prepayment of the Revolving Credit Tranche B Loan shall permanently reduce the Tranche B Commitments; and any prepayment of the Tranche A Loans pursuant to this SECTION 2.17 shall not permanently reduce the Total Tranche A Commitments. (fe) All amounts required to be applied to all Revolving Credit Tranche A Loans hereunder (other than Swingline Loans) shall be applied ratably in accordance with each Tranche A Lender’s 's Tranche A Commitment Percentage. All credits against the Obligations shall be conditioned upon final payment to the Administrative Agent of the items giving rise to such credits. If any item credited to the Loan Account is dishonored or returned unpaid for any reason, whether or not such return is rightful or timely, the Administrative Agent shall have the right to reverse such credit and charge the amount of such item to the Loan Account and the Borrower shall indemnify the Credit Parties against all claims and losses resulting from such dishonor or return. (gf) Upon the Termination Date, the credit facility provided hereunder shall be terminated in full and the Borrower shall cause Payment pay, in Full to occurfull and in cash, all outstanding Loans and all other outstanding Obligations.

Mandatory Prepayment; Commitment Termination; Cash Collateral. The outstanding Obligations shall be subject to prepayment as follows: (a) If at any time the amount of the Revolving Credit Extensions exceeds the Revolving Line Cap, the Borrower will (x) immediately upon notice from the Administrative Agent if such notice is received on or before 12:00 noon on a Business Day, or (y) if such notice is received after 12:00 noon on a Business Day, by 10:00 a.m. on the next succeeding Business Day, (1) prepay the Revolving Credit Loans in an amount necessary to eliminate such excessexcess (without a corresponding commitment reduction), and (2) if, after giving effect to the prepayment in full of all outstanding Revolving Credit Loans such excess has not been eliminated, deposit cash into the applicable Cash Collateral Account in an amount equal to 103% of the Letters of Credit Outstanding. (b) The Revolving Credit Loans shall be repaid daily in accordance with (and to the extent required under) the provisions of SECTION 2.18, to the extent then applicable. (c) The Borrower shall prepay the Loans in an amount equal to the Net Proceeds received by a Loan Party on account of a Prepayment Event, irrespective of whether a Cash Dominion Event then exists and is continuing(but with no other premium or penalty). (d) Any payments made pursuant to SECTIONS 2.17(b) and (c) above at any time when an Event of Default is not then continuing (it being understood and agreed that if an Event of Default shall have occurred and be continuing, SECTION 7.03 shall apply), shall be applied to the Obligations in the following order of priority: (A) FIRST, to pay interest and fees due and payable on the Revolving Credit Extensions to the Borrower; (B) SECOND, to pay outstanding Swingline Loans of the Borrower; (C) THIRD, to pay all outstanding reimbursement obligations for drawings made under Letters of Credit of the Borrower; (D) FOURTH, to pay principal outstanding under outstanding Revolving Credit Loans to the Borrower that are Prime Rate Loans; and; (E) FIFTH, to pay outstanding Revolving Credit Loans of the Borrower that are LIBO Loans and all Breakage Costs due in respect of such repayment or, at the Borrower’s option, to fund a cash collateral deposit to the Cash Collateral Account pursuant to SECTION 2.17(e) sufficient to pay, and with direction to pay, all such outstanding LIBO Loans on the last day of the then pending Interest Period therefor; (F) SIXTH, in each case at the option of the Administrative Agent (or at the direction of the Required Revolving Lenders), in the following priority: (1) to pay outstanding Obligations with respect to Cash Management Services furnished to any Loan Party; (2) to pay Credit Party Expenses, indemnities and other similar amounts then due to the Agents in connection with Revolving Credit Extensions to the Borrower;; and (32) to pay Credit Party Expenses, indemnities and other similar amounts then due to the Revolving Lenders in connection with Revolving Credit Extensions to the Borrower; (G) SEVENTH, to pay interest and fees due and payable on the FILO Loan; (H) EIGHTH, to pay principal outstanding under the FILO Loan; (I) NINTH, in each case at the option of the Administrative Agent, in the following priority: (1) to pay Credit Party Expenses, indemnities and other similar amounts then due to the Agents in connection with the FILO Loan; and (42) to pay all Credit Party Expenses, indemnities and other similar amounts then due to the FILO Lenders in connection with the FILO Loan; (J) TENTH, to pay interest and fees due and payable on the ABL Term Loan; (K) ELEVENTH, to pay principal outstanding under the ABL Term Loan; (L) TWELFTH, in each case at the option of the ABL Term Loan Agent, in the following priority: (1) to pay Credit Party Expenses, indemnities and other similar amounts then due to the ABL Term Loan Agent in connection with the ABL Term Loan; and (2) to pay Credit Party Expenses, indemnities and other similar amounts then due to the ABL Term Lenders in connection with the ABL Term Loan; and (M) THIRTEENTH, to pay other outstanding Obligations of the BorrowerObligations. (e) Subject to the foregoing, outstanding Prime Rate Loans shall be prepaid before outstanding LIBO Loans are prepaid. Each voluntary partial prepayment of LIBO Loans shall be in an integral multiple of $1,000,000. No prepayment of LIBO Loans shall be permitted pursuant to this SECTION 2.17 other than on the last day of an Interest Period applicable thereto, unless the Borrower reimburses the Lenders for all Breakage Costs associated therewith within five (5) Business Days of receiving a written demand for such reimbursement which sets forth the calculation of such Breakage Costs in reasonable detail. In order to avoid such Breakage Costs, as long as no Specified Event of Default has occurred and is continuing, at the request of the Borrower, the Administrative Agent shall hold all amounts required to be applied to LIBO Loans in the Cash Collateral Account and will apply such funds to the applicable LIBO Loans at the end of the then pending Interest Period therefor (provided that the foregoing shall in no way limit or restrict the Agents’ rights upon the subsequent occurrence of an Event of Default). Except to the extent occurring as a result of a mandatory prepayment pursuant to this SECTION 2.17, no voluntary partial prepayment of a Borrowing of LIBO Loans shall result in the aggregate principal amount of the LIBO Loans remaining outstanding pursuant to such Borrowing being less than $5,000,000. A prepayment of the Revolving Credit Loans pursuant to this SECTION 2.17 shall not permanently reduce the Total Revolving Commitments. (f) All amounts required to be applied to all Revolving Credit Loans hereunder (other than Swingline Loans) shall be applied ratably in accordance with each Revolving Lender’s Revolving Commitment Percentage. All amounts required to be applied to all ABL Term Loans hereunder shall be applied ratably in accordance with each ABL Term Lender’s ABL Term Loan Percentage. All credits against the Obligations shall be conditioned upon final payment to the Administrative Agent of the items giving rise to such credits. If any item credited to the Loan Account is dishonored or returned unpaid for any reason, whether or not such return is rightful or timely, the Administrative Agent shall have the right to reverse such credit and charge the amount of such item to the Loan Account and the Borrower shall indemnify the Credit Parties against all claims and losses resulting from such dishonor or return. (g) Upon the Termination Date, the Borrower shall cause Payment in Full to occur.

Mandatory Prepayment; Commitment Termination; Cash Collateral. The outstanding Obligations shall be subject to mandatory prepayment as follows: (a) If at any time the amount of the Credit Extensions exceeds the Line CapAvailability is less than zero, the Borrower Borrowers will (x) immediately upon notice from the Administrative Agent if such notice is received on or before 12:00 noon on a Business Day, or (y) if such notice is received after 12:00 noon on a Business Day, by 10:00 a.m. on the next succeeding Business Day, (1i) prepay the Revolving Loans in an amount necessary to eliminate such excessensure that Availability is not less than zero, with payments first being applied to Swingline Loans, and then to Revolving Loans, and (2ii) if, after giving effect to the prepayment in full of all outstanding Loans such excess has not been eliminatedRevolving Loans, Availability is less than zero, deposit cash into the applicable Cash Collateral Account in an amount equal to 103105% of the Letters of Credit Outstanding. Thereafter, provided no Event of Default then exists and the Borrower is then in compliance with the cash collateral requirements set forth in the preceding sentence, subject to the conditions set forth in Section 5.2, cash collateral may be released to the Borrowers upon the Lead Borrower's request and shall be utilized by the Borrowers prior to any further Revolving Loans being made. (b) The Revolving Credit Loans shall be repaid daily in accordance with (and to the extent required under) the provisions of SECTION 2.18Section 5.2 prior to an Event of Default and Section 6.2 after an Event of Default, to as applicable, of the extent then applicableSecurity Agreements. (c) The Borrower shall prepay the Loans in an amount equal to the Net Proceeds received by a Loan Party on account of a Prepayment Event, irrespective of whether a Cash Dominion Event then exists and is continuing. (d) Any payments made pursuant to SECTIONS 2.17(b) and (c) above at any time when an Event of Default is not then continuing (it being understood and agreed that if an Event of Default shall have occurred and be continuing, SECTION 7.03 shall apply), shall be applied to the Obligations in the following order of priority: (A) FIRST, to pay interest and fees due and payable on the Credit Extensions to the Borrower; (B) SECOND, to pay outstanding Swingline Loans of the Borrower; (C) THIRD, to pay all outstanding reimbursement obligations for drawings made under Letters of Credit of the Borrower; (D) FOURTH, to pay principal outstanding under outstanding Loans to the Borrower that are Prime Rate Loans; and (E) FIFTH, to pay outstanding Loans of the Borrower that are LIBO Loans and all Breakage Costs due in respect of such repayment or, at the Borrower’s option, to fund a cash collateral deposit to the Cash Collateral Account pursuant to SECTION 2.17(e) sufficient to pay, and with direction to pay, all such outstanding LIBO Loans on the last day of the then pending Interest Period therefor; (F) SIXTH, in each case at the option of the Administrative Agent (or at the direction of the Required Lenders), in the following priority: (1) to pay outstanding Obligations with respect to Cash Management Services furnished to any Loan Party; (2) to pay Credit Party Expenses, indemnities and other similar amounts then due to the Agents in connection with Credit Extensions to the Borrower; (3) to pay Credit Party Expenses, indemnities and other similar amounts then due to the Lenders in connection with Credit Extensions to the Borrower; and (4) to pay all other outstanding Obligations of the Borrower. (e) Subject to the foregoing, outstanding Prime Base Rate Loans shall be prepaid before outstanding LIBO Eurodollar Loans are prepaid. Each partial prepayment of LIBO Eurodollar Loans shall be in an integral multiple of $1,000,000500,000. No Any prepayment of LIBO Eurodollar Loans shall be permitted pursuant to this SECTION 2.17 other than on the last day of an Interest Period applicable thereto, unless the Borrower reimburses the Lenders for thereto shall be accompanied by all Breakage Costs associated therewith within five (5) Business Days of receiving a written demand for such reimbursement which sets forth the calculation of such Breakage Costs in reasonable detail. In order to avoid such "Breakage Costs, " (as long as no Specified Default has occurred and is continuing, at the request of the Borrower, the Administrative Agent shall hold all amounts required to be applied to LIBO Loans in the Cash Collateral Account and will apply such funds to the applicable LIBO Loans at the end of the then pending Interest Period therefor (provided that the foregoing shall in no way limit or restrict the Agents’ rights upon the subsequent occurrence of an Event of Default)defined below) associated therewith. Except to the extent occurring as a result of a mandatory prepayment pursuant to this SECTION 2.17, no No partial prepayment of a Borrowing of LIBO Eurodollar Loans shall result in the aggregate principal amount of the LIBO Eurodollar Loans remaining outstanding pursuant to such Borrowing being less than $5,000,000. A Any prepayment of the Revolving Credit Loans pursuant to this SECTION 2.17 shall not permanently reduce the Total Commitments. (fd) All amounts required to be applied to all Revolving Credit Loans hereunder or under Section 5.2 prior to an Event of Default or Section 6.2 after an Event of Default of the Security Agreements, as applicable (other than Swingline Loans) shall be applied ratably in accordance with each Lender’s 's Commitment Percentage. All credits against the Obligations shall be conditioned upon final payment to the Administrative Agent of the items giving rise to such credits. If any item credited to the Loan Account is dishonored or returned unpaid for any reason, whether or not such return is rightful or timely, the Administrative Agent shall have the right to reverse such credit and charge the amount of such item to the Loan Account and the Borrower shall indemnify the Credit Parties against all claims and losses resulting from such dishonor or return. (ge) Upon the Termination Date, the Borrower credit facilities provided hereunder shall cause Payment be terminated in Full to occurfull and the Borrowers shall pay, in full indefeasibly in cash in Dollars, all outstanding Loans and all other outstanding Obligations.

Mandatory Prepayment; Commitment Termination; Cash Collateral. The outstanding Obligations shall be subject to prepayment as follows: (a) If at any time the amount of the Tranche A Credit Extensions by the Tranche A Lenders exceeds the Line Caplesser of the aggregate Tranche A Commitments or the Tranche A Borrowing Base, the Borrower will (x) Borrowers will, immediately upon notice from the Administrative Agent if such notice is received on or before 12:00 noon on a Business Day, or Agent: (y) if such notice is received after 12:00 noon on a Business Day, by 10:00 a.m. on the next succeeding Business Day, (1) prepay the Tranche A Loans (including Swingline Loans) in an amount necessary to eliminate such excess, deficiency; and (2y) if, after giving effect to the prepayment in full of all outstanding Tranche A Loans such excess deficiency has not been eliminated, deposit cash into the applicable Cash Collateral Account in an amount equal to 103% of the Letters Letter of Credit OutstandingOutstandings. (b) If at any time the amount of the Credit Extensions by the Lenders causes Availability to be less than zero, the Borrowers will, immediately upon notice from the Administrative Agent: (x) prepay the Tranche A Loans in an amount necessary to eliminate such deficiency; and (y) if, after giving effect to the prepayment in full of all outstanding Tranche A Loans such deficiency has not been eliminated, prepay the FILO Loans in an amount necessary to eliminate such deficiency, and (z) if, after giving effect to the prepayment in full of all outstanding Tranche A Loans and FILO Loans such deficiency has not been eliminated, deposit cash into the Cash Collateral Account in an amount equal to 103% of the Letter of Credit Outstandings. (c) The Revolving Credit Loans shall be repaid daily in accordance with (and to the extent required under) the provisions of SECTION 2.18, to the extent then applicable. (c) The Borrower . All such payments shall prepay the be applied first to Tranche A Loans and after prepayment in an amount equal full thereof, to the Net Proceeds received by a Loan Party on account of a Prepayment Event, irrespective of whether a Cash Dominion Event then exists and is continuingFILO Loans. (d) Any payments made pursuant to SECTIONS 2.17(b) So long as a Liquidation has not been commenced and (c) above the conditions set forth in SECTION 4.02 have been satisfied by the Loan Parties or waived by the Administrative Agent, at any the time when an Event of Default is not then continuing (it being understood and agreed that if an Event the delivery of Default shall have occurred and be continuingeach Borrowing Base Certificate, SECTION 7.03 shall apply), Tranche A Loans shall be applied made by the Tranche A Lenders to repay the Obligations in the following order of priority: (A) FIRST, to pay interest and fees due and payable on the Credit Extensions to the Borrower; (B) SECOND, to pay outstanding Swingline Loans of the Borrower; (C) THIRD, to pay all outstanding reimbursement obligations for drawings made under Letters of Credit of the Borrower; (D) FOURTH, to pay principal outstanding under outstanding FILO Loans to the Borrower extent that are Prime Rate Loans; and (E) FIFTH, to pay outstanding the FILO Loans of the Borrower that are LIBO Loans and all Breakage Costs due exceed Incremental Availability as reflected in respect of such repayment or, at the Borrower’s option, to fund a cash collateral deposit to the Cash Collateral Account pursuant to SECTION 2.17(e) sufficient to pay, and with direction to pay, all such outstanding LIBO Loans on the last day of the then pending Interest Period therefor; (F) SIXTH, in each case at the option of the Administrative Agent (or at the direction of the Required Lenders), in the following priority: (1) to pay outstanding Obligations with respect to Cash Management Services furnished to any Loan Party; (2) to pay Credit Party Expenses, indemnities and other similar amounts then due to the Agents in connection with Credit Extensions to the Borrower; (3) to pay Credit Party Expenses, indemnities and other similar amounts then due to the Lenders in connection with Credit Extensions to the Borrower; and (4) to pay all other outstanding Obligations of the BorrowerBorrowing Base Certificate. (e) Except during the continuance of a Cash Dominion Event, any Net Proceeds, Cash Receipts and other payments received by the Administrative Agent shall be applied as the Lead Borrower shall direct the Administrative Agent in writing, and otherwise consistent with the provisions of SECTION 2.16(b). (f) Subject to the foregoing, except as otherwise directed by the Lead Borrower (whose direction may be given only if a Cash Dominion Event has not occurred and is not continuing), outstanding Prime Rate Loans shall be prepaid before outstanding LIBO Loans are prepaid. Each partial prepayment of LIBO Loans shall be in an integral multiple of $1,000,000. No prepayment of LIBO Loans shall be permitted pursuant to this SECTION 2.17 other than on prior to the last day of an Interest Period applicable thereto, unless the Borrower reimburses Borrowers reimburse the Lenders for all Breakage Costs associated therewith within five (5) Business Days of receiving a written demand for such reimbursement which sets forth the calculation of such Breakage Costs in reasonable detail. In order to avoid such Breakage Costs, as long as no Specified Default has occurred and is continuing, at the request of the Lead Borrower, the Administrative Agent shall hold all amounts required to be applied to LIBO Loans in the Cash Collateral Account and will apply such funds to the applicable LIBO Loans at the end of the then pending Interest Period therefor (provided that the foregoing shall in no way limit or restrict the Agents’ Administrative Agent’s or the Collateral Agent’s rights upon the subsequent occurrence and during the continuance of an any other Event of Default). Except to the extent occurring as a result of a mandatory prepayment pursuant to this SECTION 2.17, no No partial prepayment of a Borrowing of LIBO Loans shall result in the aggregate principal amount of the LIBO Loans remaining outstanding pursuant to such Borrowing being less than $5,000,000. A prepayment of the Revolving Credit Loans pursuant to this SECTION 2.16 or SECTION 2.17 shall not permanently reduce the Total Commitments. (fg) All amounts required to be applied to all Revolving Credit Loans hereunder (other than Swingline Loans) The Borrowers shall be applied ratably in accordance with each Lender’s Commitment Percentage. All credits against repay the Obligations shall be conditioned upon final payment as required pursuant to the Administrative Agent of the items giving rise to such credits. If any item credited to the Loan Account is dishonored or returned unpaid for any reason, whether or not such return is rightful or timely, the Administrative Agent shall have the right to reverse such credit SECTION 2.15(e) and charge the amount of such item to the Loan Account and the Borrower shall indemnify the Credit Parties against all claims and losses resulting from such dishonor or returnSECTION 2.15(f). (g) Upon the Termination Date, the Borrower shall cause Payment in Full to occur.

Mandatory Prepayment; Commitment Termination; Cash Collateral. The outstanding Obligations shall be subject to prepayment as follows: (a) If at any time the amount of the Credit Extensions exceeds by the Line CapLenders causes Availability to be less than zero, the Borrower will (x) Borrowers will, immediately upon notice from the Administrative Agent if such notice is received on or before 12:00 noon on a Business Day, or Agent: (y) if such notice is received after 12:00 noon on a Business Day, by 10:00 a.m. on the next succeeding Business Day, (1x) prepay the Tranche A Loans in an amount necessary to eliminate such excess, deficiency; and (2y) if, after giving effect to the prepayment in full of all outstanding Tranche A Loans such excess deficiency has not been eliminated, prepay the Tranche A-1 Loans in an amount necessary to eliminate such deficiency, and (z) if, after giving effect to the prepayment in full of all outstanding Tranche A Loans and Tranche A-1 Loans such deficiency has not been eliminated, deposit cash into the applicable Cash Collateral Account in an amount equal to 103101.5% of the Letters of Credit Outstanding. (b) The Revolving Credit Loans shall be repaid daily in accordance with (and to the extent required under) the provisions of SECTION 2.18, to the extent then applicable. All such payments shall be applied first to Tranche A Loans and after prepayment in full thereof, to the Tranche A-1 Loans. (c) The Borrower shall prepay the Loans in an amount equal to the Any Net Proceeds received by a Loan Party on account of from a Prepayment EventEvent (other than Excluded Net Proceeds), irrespective of whether or not a Cash Dominion Event then exists exists, shall be paid over to the Administrative Agent on receipt by the Loan Parties and is continuingshall be utilized to prepay the Revolving Credit Loans in the order of priority set forth in SECTION 7.03. The Agents shall not be obligated to release their Liens on any Collateral included in such Prepayment Event until such Net Proceeds have been so received (to the extent required in this clause (c)). The application of such Net Proceeds to the Revolving Credit Loans shall not reduce the Commitments. If all Obligations then due are paid, any excess Net Proceeds shall be remitted to the operating account of the Borrowers maintained with the Administrative Agent. (d) Any payments made pursuant to SECTIONS 2.17(b) So long as a Liquidation has not been commenced and (c) above the conditions set forth in SECTION 4.02 have been satisfied by the Loan Parties or waived by the Administrative Agent, at any the time when an Event of Default is not then continuing (it being understood and agreed that if an Event the delivery of Default shall have occurred and be continuingeach Borrowing Base Certificate, SECTION 7.03 shall apply), a Tranche A Loan shall be applied made by the Tranche A Lenders to repay the Obligations in the following order of priority: (A) FIRST, to pay interest and fees due and payable on the Credit Extensions to the Borrower; (B) SECOND, to pay outstanding Swingline Loans of the Borrower; (C) THIRD, to pay all outstanding reimbursement obligations for drawings made under Letters of Credit of the Borrower; (D) FOURTH, to pay principal outstanding under outstanding Tranche A-1 Loans to the Borrower extent that are Prime Rate Loans; and (E) FIFTH, to pay outstanding the Tranche A-1 Loans of the Borrower that are LIBO Loans and all Breakage Costs due exceed Incremental Availability as reflected in respect of such repayment or, at the Borrower’s option, to fund a cash collateral deposit to the Cash Collateral Account pursuant to SECTION 2.17(e) sufficient to pay, and with direction to pay, all such outstanding LIBO Loans on the last day of the then pending Interest Period therefor; (F) SIXTH, in each case at the option of the Administrative Agent (or at the direction of the Required Lenders), in the following priority: (1) to pay outstanding Obligations with respect to Cash Management Services furnished to any Loan Party; (2) to pay Credit Party Expenses, indemnities and other similar amounts then due to the Agents in connection with Credit Extensions to the Borrower; (3) to pay Credit Party Expenses, indemnities and other similar amounts then due to the Lenders in connection with Credit Extensions to the Borrower; and (4) to pay all other outstanding Obligations of the BorrowerBorrowing Base Certificate. (e) Except as set forth in SECTION 2.17(c) and except during the continuance of a Cash Dominion Event, any Net Proceeds, Cash Receipts and other payments received by the Administrative Agent shall be applied as the Lead Borrower shall direct the Administrative Agent in writing, and otherwise consistent with the provisions of SECTION 2.16(b). (f) Subject to the foregoing, outstanding Prime Rate Loans shall be prepaid before outstanding LIBO Loans are prepaid. Each partial prepayment of LIBO Loans shall be in an integral multiple of $1,000,000. No prepayment of LIBO Loans shall be permitted pursuant to this SECTION 2.17 other than on the last day of an Interest Period applicable thereto, unless the Borrower reimburses Borrowers reimburse the Lenders for all Breakage Costs associated therewith within five (5) Business Days of receiving a written demand for such reimbursement which sets forth the calculation of such Breakage Costs in reasonable detail. In order to avoid such Breakage Costs, as long as no Specified Default has occurred and is continuing, at the request of the Lead Borrower, the Administrative Agent shall hold all amounts required to be applied to LIBO Loans in the Cash Collateral Account and will apply such funds to the applicable LIBO Loans at the end of the then pending Interest Period therefor (provided that the foregoing shall in no way limit or restrict the Agents’ rights upon the subsequent occurrence and during the continuance of an any other Event of Default). Except to the extent occurring as a result of a mandatory prepayment pursuant to this SECTION 2.17, no No partial prepayment of a Borrowing of LIBO Loans shall result in the aggregate principal amount of the LIBO Loans remaining outstanding pursuant to such Borrowing being less than $5,000,00010,000,000. A prepayment of the Revolving Credit Loans pursuant to this SECTION 2.16 or SECTION 2.17 shall not permanently reduce the Total Commitments. (f) All amounts required to be applied to all Revolving Credit Loans hereunder (other than Swingline Loans) shall be applied ratably in accordance with each Lender’s Commitment Percentage. All credits against the Obligations shall be conditioned upon final payment to the Administrative Agent of the items giving rise to such credits. If any item credited to the Loan Account is dishonored or returned unpaid for any reason, whether or not such return is rightful or timely, the Administrative Agent shall have the right to reverse such credit and charge the amount of such item to the Loan Account and the Borrower shall indemnify the Credit Parties against all claims and losses resulting from such dishonor or return. (g) Upon the Termination Date, the Borrower Commitments and the credit facility provided hereunder shall cause Payment be terminated in Full to occurfull and the Borrowers shall pay, in full and in cash, all outstanding Revolving Credit Loans and all other outstanding Obligations then owing by them.

Mandatory Prepayment; Commitment Termination; Cash Collateral. The outstanding Obligations shall be subject to prepayment as follows: (a) If Except with respect to Permitted Overadvances, if at any time the amount of the Credit Extensions exceeds by the Line CapLenders causes Availability to be less than zero, the Borrower will (x) Borrowers will, immediately upon notice from the Administrative Agent if such notice is received on or before 12:00 noon on a Business Day, or Agent: (y) if such notice is received after 12:00 noon on a Business Day, by 10:00 a.m. on the next succeeding Business Day, (1i) prepay the Loans (including Swingline Loans) in an amount necessary to eliminate such excess, deficiency; and (2ii) if, after giving effect to the prepayment in full of all outstanding Loans such excess has not been eliminated, deposit cash into the applicable Cash Collateral Account in an amount equal to 103% of the Letters of Credit Outstanding.the (b) The Revolving Credit Loans shall be repaid daily in accordance with (and to the extent required under) the provisions of SECTION 2.18, to the extent then applicable. (c) The Borrower shall prepay the Loans in an amount equal to the Net Proceeds received by a Loan Party on account of a Prepayment Event, irrespective of whether a Cash Dominion Event then exists and is continuing[Reserved]. (d) Any Except during the continuance of a Cash Dominion Event, any Net Proceeds, Cash Receipts and other payments made pursuant to SECTIONS 2.17(b) and (c) above at any time when an Event of Default is not then continuing (it being understood and agreed that if an Event of Default shall have occurred and be continuing, SECTION 7.03 shall apply), received by the Administrative Agent shall be applied to as the Obligations in the following order of priority: (A) FIRST, to pay interest and fees due and payable on the Credit Extensions to the Borrower; (B) SECOND, to pay outstanding Swingline Loans of the Borrower; (C) THIRD, to pay all outstanding reimbursement obligations for drawings made under Letters of Credit of the Borrower; (D) FOURTH, to pay principal outstanding under outstanding Loans to the Lead Borrower that are Prime Rate Loans; and (E) FIFTH, to pay outstanding Loans of the Borrower that are LIBO Loans and all Breakage Costs due in respect of such repayment or, at the Borrower’s option, to fund a cash collateral deposit to the Cash Collateral Account pursuant to SECTION 2.17(e) sufficient to pay, and with direction to pay, all such outstanding LIBO Loans on the last day of the then pending Interest Period therefor; (F) SIXTH, in each case at the option of shall direct the Administrative Agent (or at the direction of the Required Lenders), in the following priority: (1) to pay outstanding Obligations with respect to Cash Management Services furnished to any Loan Party; (2) to pay Credit Party Expenses, indemnities and other similar amounts then due to the Agents in connection with Credit Extensions to the Borrower; (3) to pay Credit Party Expenses, indemnities and other similar amounts then due to the Lenders in connection with Credit Extensions to the Borrower; and (4) to pay all other outstanding Obligations of the Borrowerwriting. (e) Subject to the foregoing, except as otherwise directed by the Lead Borrower (whose direction may be given only if a Cash Dominion Event has not occurred that is continuing), outstanding Prime Rate Loans shall be prepaid before outstanding LIBO Loans are prepaid. Each partial prepayment of LIBO Loans shall be in an integral multiple of $1,000,000. No prepayment of LIBO Loans shall be permitted pursuant to this SECTION 2.17 other than on prior to the last day of an Interest Period applicable thereto, unless the Borrower reimburses Borrowers reimburse the Lenders for all Breakage Costs associated therewith within five (5) Business Days of receiving a written demand for such reimbursement which sets forth the calculation of such Breakage Costs in reasonable detail. In order to avoid such Breakage Costs, as long as no Specified Default has occurred and is continuing, at the request of the Lead Borrower, the Administrative Agent shall hold all amounts required to be applied to LIBO Loans in the Cash Collateral Account and will apply such funds to the applicable LIBO Loans at the end of the then pending Interest Period therefor (provided that the foregoing shall in no way limit or restrict the Agents’ Administrative Agent’s or the Collateral Agent’s rights upon the subsequent occurrence and during the continuance of an any other Event of Default). Except to the extent occurring as a result of a mandatory prepayment pursuant to this SECTION 2.17, no No partial prepayment of a Borrowing of LIBO Loans shall result in the aggregate principal amount of the LIBO Loans remaining outstanding pursuant to such Borrowing being less than $5,000,0001,000,000. A prepayment of the Revolving Credit Loans pursuant to this SECTION 2.16 or SECTION 2.17 shall not permanently reduce the Total Commitments. (f) All amounts required to be applied to all Revolving Credit Loans hereunder (other than Swingline Loans) The Borrowers shall be applied ratably in accordance with each Lender’s Commitment Percentage. All credits against repay the Obligations shall be conditioned upon final payment as required pursuant to the Administrative Agent of the items giving rise to such credits. If any item credited to the Loan Account is dishonored or returned unpaid for any reason, whether or not such return is rightful or timely, the Administrative Agent shall have the right to reverse such credit and charge the amount of such item to the Loan Account and the Borrower shall indemnify the Credit Parties against all claims and losses resulting from such dishonor or returnSECTION 2.15(b). (g) Upon the Termination Date, the Borrower shall cause Payment in Full to occur.

Mandatory Prepayment; Commitment Termination; Cash Collateral. The outstanding Obligations shall be subject to mandatory prepayment as follows: (a) If if at any time the aggregate principal amount of the outstanding Loans plus the aggregate Letter of Credit Extensions Outstandings exceeds the Line Caplesser of (x) the Total Commitment and (y) the Borrowing Base, the Borrower will within three Business days (x) immediately upon notice from the Administrative Agent if such notice is received on or before 12:00 noon on a Business Day, or (y) if such notice is received after 12:00 noon on a Business Day, by 10:00 a.m. on the next succeeding Business Day, (1i) prepay the Loans in an amount necessary to eliminate such excesscause the aggregate principal amount of the outstanding Loans plus the aggregate Letter of Credit Outstandings to be equal to or less than the Total Commitment and/or the Borrowing Base, as the case may be, and (2ii) if, after giving effect to the prepayment in full of all outstanding Loans such excess has not been eliminatedthe Loans, the aggregate Letter of Credit Outstandings exceeds the Total Commitment and/or the Borrowing Base, as the case may be, deposit cash into the applicable Cash Collateral Account in an amount equal to 103105% of the Letters amount by which the aggregate Letter of Credit Outstanding.Outstandings so exceeds the Total Commitment or Borrowing Base, as the case may be; (b) The Revolving Credit Loans shall upon receipt by the Borrower of any payment of proceeds of any insurance required to be repaid daily in accordance with (and maintained pursuant to Section 5.03 hereof on account of each separate loss, damage or injury to any tangible property subject to the Agent's Lien, Borrower will apply, or to the extent required under) the provisions of SECTION 2.18Agent is loss payee under any insurance policy, Borrower will irrevocably direct the Agent to apply, without premium or penalty, such proceeds to the extent then applicable. (c) The Borrower shall prepay the Loans Obligations in an amount equal to the Net Proceeds received by a Loan Party on account of a Prepayment Event, irrespective of whether a Cash Dominion Event then exists and such order as is continuing. (d) Any payments made pursuant to SECTIONS 2.17(brequired under Section 9.02(b) and thereafter in such order as the Agent shall choose in its sole discretion; provided, however, that so long as no Event of Default (c) above at any or event which would, with the lapse of time when or the giving of notice or both, constitute an Event of Default is not then continuing (it being understood and agreed that if an Event of Default Default) shall have occurred and be continuing, SECTION 7.03 if no Obligations are outstanding other than with respect to undrawn Letters of Credit and the Unused Borrowing Availability, after giving effect to such loss, damage or injury, is greater than $30,000,000, then the Borrower shall applybe entitled to retain such proceeds for the purposes of repair or replacement of such property and provided, further, that so long as no Event of Default (or event which would, with the lapse of time or the giving of notice or both, constitute an Event of Default) shall have occurred and be continuing, the Borrower shall be entitled to retain such proceeds for the purpose of repair or replacement of such property, where the amount of such proceeds on account of a single event of loss, damage or injury is less than $2,500,000 valued at cost (provided that the aggregate amount of such proceeds on account of all events of loss, damage or injury during the term of this Agreement shall be less than $3,000,000 valued at cost). The Borrower agrees to provide such evidence of, and other information concerning, any such repair or replacement as the Agent shall reasonably request; (c) upon receipt by the Borrower or any of its Subsidiaries of (i) the proceeds of any transaction described in Section 6.17 hereof or (ii) any proceeds in excess of $10,000,000 from a sale of a single asset or a series of related sales permitted under Section 6.04(iv) hereof, then the Borrower shall apply or cause the application of such funds to the repayment of the Obligations (other than the undrawn amount of Letters of Credit) in such order as required under Section 9.02(b) provided that to the extent such amounts are to be applied to the Obligations in payment of the following order principal amount of priority: (A) FIRSTany Eurodollar Loan, the Borrrower shall only be obligated to pay interest and fees due and payable on the Credit Extensions deliver such proceeds to the Borrower; (B) SECOND, to pay outstanding Swingline Loans of the Borrower; (C) THIRD, to pay all outstanding reimbursement obligations for drawings made under Letters of Credit of the Borrower; (D) FOURTH, to pay principal outstanding under outstanding Loans to the Borrower that are Prime Rate Loans; and (E) FIFTH, to pay outstanding Loans of the Borrower that are LIBO Loans and all Breakage Costs due in respect of such repayment or, at the Borrower’s option, to fund a cash collateral deposit to the Cash Collateral Account pursuant to SECTION 2.17(e) sufficient to pay, and with direction to pay, all such outstanding LIBO Loans Agent on the last day of the then pending applicable Interest Period therefor;Period. (Fd) SIXTHupon the Final Maturity Date, the Total Commitment shall be terminated in each case at the option of the Administrative Agent (or at the direction of the Required Lenders), in the following priority: (1) to pay outstanding Obligations with respect to Cash Management Services furnished to any Loan Party; (2) to pay Credit Party Expenses, indemnities and other similar amounts then due to the Agents in connection with Credit Extensions to the Borrower; (3) to pay Credit Party Expenses, indemnities and other similar amounts then due to the Lenders in connection with Credit Extensions to the Borrowerfull; and (4e) to pay all other outstanding Obligations upon receipt by the Borrower or any of its Subsidiaries of the Borrower. (e) Subject to the foregoingproceeds of any Subordinated Indebtedness, outstanding Prime Rate Loans shall be prepaid before outstanding LIBO Loans are prepaid. Each partial prepayment of LIBO Loans shall be in an integral multiple of $1,000,000. No prepayment of LIBO Loans shall be permitted pursuant to this SECTION 2.17 other than on the last day of an Interest Period applicable thereto, unless then the Borrower reimburses shall apply or cause the Lenders for all Breakage Costs associated therewith within five (5) Business Days application of receiving a written demand for such reimbursement which sets forth the calculation of such Breakage Costs in reasonable detail. In order to avoid such Breakage Costs, as long as no Specified Default has occurred and is continuing, at the request of the Borrower, the Administrative Agent shall hold all amounts required to be applied to LIBO Loans in the Cash Collateral Account and will apply such funds to the applicable LIBO Loans at the end repayment of the then pending Interest Period therefor (provided that the foregoing shall in no way limit or restrict the Agents’ rights upon the subsequent occurrence of an Event of Default). Except to the extent occurring as a result of a mandatory prepayment pursuant to this SECTION 2.17, no partial prepayment of a Borrowing of LIBO Loans shall result in the aggregate principal amount of the LIBO Loans remaining outstanding pursuant to such Borrowing being less than $5,000,000. A prepayment of the Revolving Credit Loans pursuant to this SECTION 2.17 shall not permanently reduce the Total Commitments. (f) All amounts required to be applied to all Revolving Credit Loans hereunder Obligations (other than Swingline Loans) shall be applied ratably in accordance with each Lender’s Commitment Percentage. All credits against the Obligations shall be conditioned upon final payment to the Administrative Agent of the items giving rise to such credits. If any item credited to the Loan Account is dishonored or returned unpaid for any reason, whether or not such return is rightful or timely, the Administrative Agent shall have the right to reverse such credit and charge the undrawn amount of Letters of Credit) in such item to the Loan Account and the Borrower shall indemnify the Credit Parties against all claims and losses resulting from such dishonor or returnorder as required under Section 9.02(b). (g) Upon the Termination Date, the Borrower shall cause Payment in Full to occur.

Mandatory Prepayment; Commitment Termination; Cash Collateral. The outstanding Obligations shall be subject to prepayment as follows: (a1) If at any time the aggregate principal amount of the outstanding Loans plus the aggregate Letter of Credit Extensions Outstandings exceeds the Line Caplesser of (x) the Total Commitment and (y) the Borrowing Base, the Borrower will within three Business Days (x) immediately upon notice from the Administrative Agent if such notice is received on or before 12:00 noon on a Business Day, or (y) if such notice is received after 12:00 noon on a Business Day, by 10:00 a.m. on the next succeeding Business Day, (1i) prepay the Loans in an amount necessary to eliminate such excesscause the aggregate principal amount of the outstanding Loans plus the aggregate Letter of Credit Outstandings to be equal to or less than the Total Commitment and/or the Borrowing Base, as the case may be, and (2ii) if, after giving effect to the prepayment in full of all outstanding Loans such the Loans, the aggregate Letter of Credit Outstandings in excess has not been eliminatedof the amount of cash held in the Letter of Credit Account exceeds the Total Commitment and/or the Borrowing Base, as the case may be, deposit cash into the applicable Cash Collateral Letter of Credit Account in an amount equal to 103105% of the Letters amount by which the aggregate Letter of Credit Outstanding. (b) The Revolving Credit Loans shall be repaid daily Outstandings in accordance with (and to excess of the extent required under) the provisions amount of SECTION 2.18, to the extent then applicable. (c) The Borrower shall prepay the Loans in an amount equal to the Net Proceeds received by a Loan Party on account of a Prepayment Event, irrespective of whether a Cash Dominion Event then exists and is continuing. (d) Any payments made pursuant to SECTIONS 2.17(b) and (c) above at any time when an Event of Default is not then continuing (it being understood and agreed that if an Event of Default shall have occurred and be continuing, SECTION 7.03 shall apply), shall be applied to the Obligations cash held in the following order of priority: (A) FIRST, to pay interest and fees due and payable on the Credit Extensions to the Borrower; (B) SECOND, to pay outstanding Swingline Loans of the Borrower; (C) THIRD, to pay all outstanding reimbursement obligations for drawings made under Letters Letter of Credit of Account so exceeds the Borrower; (D) FOURTHTotal Commitment or Borrowing Base, to pay principal outstanding under outstanding Loans to as the Borrower that are Prime Rate Loans; and (E) FIFTH, to pay outstanding Loans of the Borrower that are LIBO Loans and all Breakage Costs due in respect of such repayment or, at the Borrower’s option, to fund a cash collateral deposit to the Cash Collateral Account pursuant to SECTION 2.17(e) sufficient to pay, and with direction to pay, all such outstanding LIBO Loans on the last day of the then pending Interest Period therefor; (F) SIXTH, in each case at the option of the Administrative Agent (or at the direction of the Required Lenders), in the following priority: (1) to pay outstanding Obligations with respect to Cash Management Services furnished to any Loan Party;may be. (2) Upon the sale or other disposition of any assets described on Schedule 6.11 or that are consented to pay by the Required Banks after the date hereof, then, (x) for so long as the cumulative amount of the Net Proceeds of all of such sales or other dispositions is $42,500,000 or less in the aggregate, 100% of such Net Proceeds shall be applied first to reduce the aggregate amount of the outstanding Loans plus the aggregate Letter of Credit Party Expenses, indemnities Outstandings (without a corresponding reduction in the Total Commitment) and other similar amounts then due second to cash collateralize Letters of Credit to the Agents extent set forth in connection with Credit Extensions to the Borrower; Section 2.03(b) and (3y) to pay Credit Party Expensesthereafter, indemnities and other similar amounts then due to the Lenders in connection with Credit Extensions to the Borrower; and (4) to pay all other outstanding Obligations of the Borrower. (e) Subject to the foregoing, outstanding Prime Rate Loans shall be prepaid before outstanding LIBO Loans are prepaid. Each partial prepayment of LIBO Loans shall be in an integral multiple of $1,000,000. No prepayment of LIBO Loans shall be permitted pursuant to this SECTION 2.17 other than on the last day of an Interest Period applicable thereto, unless the Borrower reimburses the Lenders for all Breakage Costs associated therewith within five (5) Business Days of receiving a written demand for such reimbursement which sets forth the calculation of such Breakage Costs in reasonable detail. In order to avoid such Breakage Costs, as so long as no Specified Event of Default or event which upon notice or lapse of time or both would constitute an Event of Default has occurred and is continuingcontinuing (or would result from the application described in clause (B) of this sentence), (A) 50% of the Net Proceeds of such sale or other disposition shall be applied first to reduce the aggregate amount of the outstanding Loans plus the aggregate Letter of Credit Outstandings (without a corresponding reduction in the Total Commitment) and second to cash collateralize Letters of Credit to the extent set forth in Section 2.03(b), and (B) 50% of the Net Proceeds of such sale or disposition shall (i) in the case of the sale or disposition of property that is Existing Shared Collateral, be applied as set forth in the Collateral Agency Agreement and (ii) in the case of the sale or disposition of property that is Synthetic Lease Collateral, be applied to permanently repay the principal amount of the loans and obligations outstanding under the Synthetic Lease Facility as set forth in the Synthetic Lease Facility, provided, however, that in the event that the obligations under the Synthetic Lease Facility are paid in full, then the proceeds from the sale of Synthetic Lease Collateral described in this clause (B) shall be applied as set forth in the Collateral Agency Agreement. If at the request time of any such sale or other disposition 50% of the BorrowerNet Proceeds of which would otherwise be applied as described in clause (B) of the preceding sentence an Event of Default or event which upon notice or lapse of time or both would constitute an Event of Default has occurred and is continuing (or would result from the application described in clause (B) of the preceding sentence), 100% of the Net Proceeds of such sale or other disposition shall be applied first to reduce the aggregate amount of the outstanding Loans plus the aggregate Letter of Credit Outstandings (without a corresponding reduction in the Total Commitment) and second to cash collateralize Letters of Credit to the extent set forth in Section 2.03(b). Notwithstanding anything to the contrary contained in this Section, the Administrative Agent shall hold all amounts amount of any Net Proceeds that otherwise would be required to be applied to LIBO Loans Obligations under or in the Cash Collateral Account and will apply such funds to the applicable LIBO Loans at the end of the then pending Interest Period therefor (provided connection with this Agreement but that the foregoing shall in no way limit or restrict the Agents’ rights upon the subsequent occurrence of an Event of Default). Except to the extent occurring as a result of a mandatory prepayment pursuant to this SECTION 2.17, no partial prepayment of a Borrowing of LIBO Loans shall result in the aggregate principal amount of the LIBO Loans remaining outstanding pursuant to such Borrowing being less than $5,000,000. A prepayment of the Revolving Credit Loans pursuant to this SECTION 2.17 shall not permanently reduce the Total Commitments. (f) All amounts required to be applied to all Revolving Credit Loans hereunder (other than Swingline Loans) shall be applied ratably in accordance with each Lender’s Commitment Percentage. All credits against the Obligations shall be conditioned upon final payment to the Administrative Agent of the items giving rise to such credits. If any item credited to the Loan Account is dishonored or returned unpaid for any reason, whether or not such return is rightful or timely, the Administrative Agent shall have the right to reverse such credit and charge exceeds the amount of such item Obligations at the time such Net Proceeds are received by the Borrower or any Guarantor shall be so applied (to the Loan Account and the Borrower shall indemnify the Credit Parties against all claims and losses resulting from extent of such dishonor excess Net Proceeds) at such times, if any, at which Obligations are again outstanding hereunder or returnin connection herewith. (g3) Upon the Termination Date, the Total Commitment shall be terminated in full and the Borrower shall cause Payment pay the Loans in Full full and, except as the Agent may otherwise agree in writing, if any Letter of Credit remains outstanding, deposit into the Letter of Credit Account an amount equal to occur105% of the amount by which the sum of the aggregate Letter of Credit Outstandings exceeds the amount of cash held in the Letter of Credit Account, such cash to be remitted to the Borrower upon the expiration, cancellation, satisfaction or other termination of such reimbursement obligations, or otherwise comply with Section 2.03(b).