Common use of Mandatory Prepayment; Commitment Termination Clause in Contracts

Mandatory Prepayment; Commitment Termination. (a) If at any time the aggregate principal amount of the outstanding Loans plus the aggregate Letter of Credit Outstandings exceeds (A) prior to the expiration of the Interim Period, the Interim Commitment, (B) from and after the expiration of the Interim Period and prior to the Budget Acceptance Date, the lesser of (x) the Available Commitment and (y) the Borrowing Base, or (C) from and after the Budget Acceptance Date, the lesser of (x) the Total Commitment and (y) the Borrowing Base, the Borrowers will within one (1) Business Day (i) prepay the Loans in an amount necessary to cause the aggregate principal amount of the outstanding Loans plus the aggregate Letter of Credit Outstandings, including unreimbursed draws, to be equal to or less than (A) prior to the expiration of the Interim Period, the Interim Commitment, (B) from and after the expiration of the Interim Period and prior to the Budget Acceptance Date, the lesser of (x) the Available Commitment and (y) the Borrowing Base, and (C) from and after the Budget Acceptance Date, the lesser of (x) the Total Commitment and (y) the Borrowing Base and (ii) if, after giving effect to the prepayment in full of the Loans, the aggregate Letter of Credit Outstandings exceeds (A) prior to the expiration of the Interim Period, the Available Commitment, (B) from and after the expiration of the Interim Period and prior to the Budget Acceptance Date, the lesser of (x) the Available Commitment and (y) the Borrowing Base, (C) from and after the Budget Acceptance Date, the lesser of (x) the Total Commitment and (y) the Borrowing Base, deposit into the Letter of Credit Account an amount equal to 105% of the amount by which the aggregate Letter of Credit Outstandings (net of the amount of cash held in the Letter of Credit Account) so exceeds (A) prior to the expiration of the Interim Period, the Interim Commitment, (B) from and after the expiration of the Interim Period and prior to the Budget Acceptance Date, the lesser of (x) the Available Commitment and (y) the Borrowing Base, and (C) from and after the Budget Acceptance Date, the lesser of (x) the Total Commitment and (y) the Borrowing Base. (b) Upon the receipt of the Net Proceeds by any of the Borrowers or their Subsidiaries from any Asset Sales for which the consideration received by the Borrowers, taken together with any other Asset Sales, exceeds $5,000,000 in the aggregate from the date of this Agreement, the Borrowers shall, jointly and severally, apply such Net Proceeds as follows: first, to repay the then outstanding Loans; second, deposit an amount in the Letter of Credit Account up to 105% of the then Letter of Credit Outstandings; and thereafter, such Net Proceeds may be retained by the Borrowers and invested in Permitted Investments or used for expenditures in the ordinary course of business (subject to compliance with the terms and conditions of this Agreement). The Commitments shall be reduced on a pro rata basis by an amount equal to the sum of (i) the Net Proceeds of the subject Asset Sale required to be applied to repay the then outstanding Loans pursuant to preceding sentence, plus (ii) the Net Proceeds of the subject Asset Sale retained by the Borrowers pursuant to the last clause of the preceding sentence. Amounts on deposit in the Letter of Credit Account as of the date of this Agreement shall remain on deposit and shall be applied in accordance with the terms and conditions of this Agreement. (c) If, on any date on which Loans are outstanding, Available Cash exceeds $60,000,000, the Borrowers will provide notice thereof to the Administrative Agent within one Business Day, and within one Business Day of the date of such notice repay Loans in an amount equal to such excess (or if less, in the amount of all outstanding Loans). (d) Upon the Termination Date, the Total Commitment shall be terminated in full and the Borrowers shall pay the Loans in full and, if any Letter of Credit remains outstanding, comply with Section 2.3(b).

Mandatory Prepayment; Commitment Termination. (a) If at any time the aggregate principal amount of the outstanding Tranche A Loans plus the aggregate Letter principal amount of Credit Outstandings the outstanding Tranche B Loan plus the LC Exposure exceeds the amount (the Maximum Amount ) equal to (A) prior to the expiration of the Interim Period, the Interim Commitment, (B) from and after the expiration of the Interim Period and prior to the Budget Acceptance Date, the lesser of (x) the Available Total First-Priority Commitment at such time and (y) the Borrowing Base, or minus (CB) from and after the Budget Acceptance Dateif Available Liquidity at such time is less than $500,000,000, $200,000,000 (any such excess amount, the lesser of (x) the Total Commitment and (y) the Borrowing BaseExcess Drawn Amount ), the Borrowers Borrower will within one (1) Business Day the Prepayment Period (i) prepay the Loans make a prepayment in an amount amount, if any, necessary to cause the aggregate principal amount of the outstanding Tranche A Loans plus the aggregate Letter principal amount of Credit Outstandings, including unreimbursed draws, the outstanding Tranche B Loan plus the LC Exposure to be equal to or less than the Maximum Amount, such prepayment to be applied to repay Tranche A Loans (Awith no corresponding commitment reduction) prior to and/or Tranche B Loan as directed by the expiration of the Interim PeriodBorrower, the Interim Commitment, (B) from and after the expiration of the Interim Period and prior to the Budget Acceptance Date, the lesser of (x) the Available Commitment and (y) the Borrowing Base, and (C) from and after the Budget Acceptance Date, the lesser of (x) the Total Commitment and (y) the Borrowing Base and (ii) if, after giving effect to the prepayment in full of the LoansTranche A Loans and the Tranche B Loan, the aggregate Letter of Credit Outstandings Uncollateralized LC Exposure exceeds (A) prior to the expiration of the Interim Period, the Available Commitment, (B) from and after the expiration of the Interim Period and prior to the Budget Acceptance Date, the lesser of (x) the Available Commitment and (y) the Borrowing Base, (C) from and after the Budget Acceptance Date, the lesser of (x) the Total Commitment and (y) the Borrowing BaseMaximum Amount, deposit into the Letter of Credit Account an amount equal to 105% of the amount by which the aggregate Letter of Credit Outstandings Uncollateralized LC Exposure so exceeds the Lesser Amount, provided that, if on any date thereafter, the Maximum Amount (net of as recalculated on such date) exceeds the LC Exposure plus the outstanding Tranche A Loans plus the outstanding Tranche B Loan on such date, any amount of cash held in deposited into the Letter of Credit AccountAccount pursuant to subclause (ii) so exceeds (A) prior above shall be returned to the expiration Borrower. For purposes hereof, Prepayment Period shall mean within one Business Day or, if a Qualifying GM Borrowing Notice has been delivered by the Borrower to General Motors Corporation, within three Business Days, and a Qualifying GM Borrowing Notice shall mean a notice of borrowing delivered by the Borrower to General Motors Corporation requesting a borrowing under the GM-Delphi Agreement in accordance with the terms of the Interim Period, the Interim Commitment, (B) from and after the expiration of the Interim Period and prior GM-Delphi Agreement in an amount at least equal to the Budget Acceptance DateExcess Drawn Amount so long as, at such time, such amount shall then be fully available and permitted to be drawn by the lesser of (x) Borrower under the Available Commitment and (y) the Borrowing Base, and (C) from and after the Budget Acceptance Date, the lesser of (x) the Total Commitment and (y) the Borrowing BaseGM-Delphi Agreement. (b) Upon If on any date the Borrower or any Guarantor shall receive Net Cash Proceeds from (x) any Asset Sale or (y) any Recovery Event (except to the extent that Net Cash Proceeds received in connection with such Recovery Event are applied within 180 days of receipt thereof to the replacement or repair of the assets giving rise thereto), and in each case, the aggregate amount of all Net Cash Proceeds by any of the Borrowers or their Subsidiaries from any Asset Sales for which the consideration and Recovery Events received by the Borrowers, taken together with any other Borrower and the Guarantors from Asset Sales, Sales and Recovery Events occurring on and after the Closing Date exceeds $5,000,000 in 125,000,000 then (without duplication of any reduction to the aggregate from the date Borrowing Base as a result of this Agreementsuch Asset Sale or Recovery Event), the Borrowers shall, jointly and severally, apply such Net Proceeds as follows: first, to repay the then outstanding Loans; second, deposit an amount in the Letter of Credit Account up to 105% of the then Letter of Credit Outstandings; and thereafter, such Net Proceeds may be retained by the Borrowers and invested in Permitted Investments or used for expenditures in the ordinary course of business (subject to compliance with the terms and conditions of this Agreement). The Commitments shall be reduced on a pro rata basis by an amount equal to 66-2/3% of such excess Net Cash Proceeds received on such date shall be promptly, and in any event, within 10 days after such date, at the sum Borrower s option, either (i)(A) first, applied to the prepayment of the Tranche B Loan, (B) second, applied to the prepayment of the Tranche A Loans (with a corresponding permanent reduction of the Total Tranche A Commitments) and (C) third, solely on and after the First-Priority Tranches Payout Date has occurred and to the extent permitted by the Approval Order, applied to the prepayment of the Tranche C Loan or (ii) deposited into a cash collateral account maintained with the Administrative Agent for the benefit of the holders of Liens and claims granted under the Approval Order in the order of priority set forth therein; provided that the Borrower shall be permitted to request approval of the Bankruptcy Court to use such proceeds in accordance with Section 363 of the Bankruptcy Code so long as such uses are permitted under this Agreement and subject to the rights of parties in interest to contest such request, and provided further that the Borrower may elect to apply a portion of such Net Cash Proceeds pursuant to clause (i) above and the Net Proceeds of the subject Asset Sale required to be applied to repay the then outstanding Loans remaining portion pursuant to preceding sentence, plus clause (ii) above. If, prior to the Net Proceeds occurrence of the subject Asset Sale retained by the Borrowers pursuant First-Priority Tranches Payout Date, after giving effect to the last clause application of the preceding sentence. Amounts on deposit Net Cash Proceeds described in the Letter of Credit Account as of the date of this Agreement shall remain on deposit and shall be applied in accordance with the terms and conditions of this Agreement. sub-clauses (cA) If, on any date on which Loans are outstanding, Available Cash exceeds $60,000,000, the Borrowers will provide notice thereof to the Administrative Agent within one Business Day, and within one Business Day of the date of such notice repay Loans in an amount equal to such excess (or if less, in the amount of all outstanding Loans). (d) Upon the Termination Date, the Total Commitment shall be terminated in full and the Borrowers shall pay the Loans in full and, if any Letter of Credit remains outstanding, comply with Section 2.3(b).

Mandatory Prepayment; Commitment Termination. (a) If at any time the aggregate principal amount of the outstanding Tranche A Loans plus the aggregate Letter of Credit Outstandings exceeds (A) prior to the expiration principal amount of the Interim Period, outstanding Tranche B Loan plus the Interim Commitment, (B) from and after the expiration of the Interim Period and prior to the Budget Acceptance Date, the lesser of (x) the Available Commitment and (y) the Borrowing Base, or (C) from and after the Budget Acceptance Date, LC Exposure exceeds the lesser of (x) the Total First-Priority Commitment at such time and (y) the Borrowing BaseBase (the “Lesser Amount”), the Borrowers Borrower will within one (1) Business Day (i) prepay the Loans make a prepayment in an amount necessary to cause the aggregate principal amount of the outstanding Tranche A Loans plus the aggregate Letter principal amount of Credit Outstandings, including unreimbursed draws, the outstanding Tranche B Loan plus the LC Exposure to be equal to or less than the Lesser Amount, such prepayment to be applied to repay Tranche A Loans (Awith no corresponding commitment reduction) prior to and/or Tranche B Loan as directed by the expiration of the Interim PeriodBorrower, the Interim Commitment, (B) from and after the expiration of the Interim Period and prior to the Budget Acceptance Date, the lesser of (x) the Available Commitment and (y) the Borrowing Base, and (C) from and after the Budget Acceptance Date, the lesser of (x) the Total Commitment and (y) the Borrowing Base and (ii) if, after giving effect to the prepayment in full of the LoansTranche A Loans and the Tranche B Loan, the aggregate Letter of Credit Outstandings Uncollateralized LC Exposure exceeds (A) prior to the expiration of the Interim Period, the Available Commitment, (B) from and after the expiration of the Interim Period and prior to the Budget Acceptance Date, the lesser of (x) the Available Commitment and (y) the Borrowing Base, (C) from and after the Budget Acceptance Date, the lesser of (x) the Total Commitment and (y) the Borrowing BaseLesser Amount, deposit into the Letter of Credit Account an amount equal to 105% of the amount by which the aggregate Letter of Credit Outstandings Uncollateralized LC Exposure so exceeds the Lesser Amount, provided that, if on any date thereafter, the Lesser Amount (net of as recalculated on such date) exceeds the LC Exposure plus the outstanding Tranche A Loans plus the outstanding Tranche B Loan on such date, any amount of cash held in deposited into the Letter of Credit AccountAccount pursuant to subclause (ii) so exceeds (A) prior above shall be returned to the expiration of the Interim Period, the Interim Commitment, (B) from and after the expiration of the Interim Period and prior to the Budget Acceptance Date, the lesser of (x) the Available Commitment and (y) the Borrowing Base, and (C) from and after the Budget Acceptance Date, the lesser of (x) the Total Commitment and (y) the Borrowing BaseBorrower. (b) Upon If on any date the Borrower or any Guarantor shall receive Net Cash Proceeds from (x) any Asset Sale or (y) any Recovery Event (except to the extent that Net Cash Proceeds received in connection with such Recovery Event are applied within 180 days of receipt thereof to the replacement or repair of the assets giving rise thereto), and in each case, the aggregate amount of all Net Cash Proceeds by any of the Borrowers or their Subsidiaries from any Asset Sales for which the consideration and Recovery Events received by the Borrowers, taken together with any other Borrower and the Guarantors from Asset Sales, Sales and Recovery Events occurring on and after the Closing Date exceeds $5,000,000 in 125,000,000 then (without duplication of any reduction to the aggregate from the date Borrowing Base as a result of this Agreementsuch Asset Sale or Recovery Event), the Borrowers shall, jointly and severally, apply such Net Proceeds as follows: first, to repay the then outstanding Loans; second, deposit an amount in the Letter of Credit Account up to 105% of the then Letter of Credit Outstandings; and thereafter, such Net Proceeds may be retained by the Borrowers and invested in Permitted Investments or used for expenditures in the ordinary course of business (subject to compliance with the terms and conditions of this Agreement). The Commitments shall be reduced on a pro rata basis by an amount equal to 66-2/3% of such excess Net Cash Proceeds received on such date shall be promptly, and in any event, within 10 days after such date, at the sum Borrower’s option, either (i)(A) first, applied to the prepayment of the Tranche B Loan, (B) second, applied to the prepayment of the Tranche A Loans (with a corresponding permanent reduction of the Total Tranche A Commitments) and (C) third, solely on and after the First-Priority Tranches Payout Date has occurred and to the extent permitted by the Approval Order, applied to the prepayment of the Tranche C Loan or (ii) deposited into a cash collateral account maintained with the Administrative Agent for the benefit of the holders of Liens and claims granted under the Approval Order in the order of priority set forth therein; provided that the Borrower shall be permitted to request approval of the Bankruptcy Court to use such proceeds in accordance with Section 363 of the Bankruptcy Code so long as such uses are permitted under this Agreement and subject to the rights of parties in interest to contest such request, and provided further that the Borrower may elect to apply a portion of such Net Cash Proceeds pursuant to clause (i) above and the Net Proceeds of the subject Asset Sale required to be applied to repay the then outstanding Loans remaining portion pursuant to preceding sentence, plus clause (ii) above. If, prior to the Net Proceeds occurrence of the subject Asset Sale retained by the Borrowers pursuant First-Priority Tranches Payout Date, after giving effect to the last application of Net Cash Proceeds described in sub-clauses (A) and (B) of clause (i) of the preceding sentence. Amounts on deposit in , there shall remain any Net Cash Proceeds, such Net Cash Proceeds shall not be subject to the Letter of Credit Account as of the date prepayment provisions of this Agreement shall Section 2.13(b), but remain on deposit and shall be applied subject to the Liens securing the Secured Obligations in accordance with the terms Loan Documents and conditions of this Agreementthe Approval Order. (c) If, on any date on which Loans are outstanding, Available Cash exceeds $60,000,000, the Borrowers will provide notice thereof to the Administrative Agent within one Business Day, and within one Business Day of the date of such notice repay Loans in an amount equal to such excess (or if less, in the amount of all outstanding Loans). (d) Upon the Termination Date, the Total Commitment shall be terminated in full and the Borrowers Borrower shall pay repay the Loans in full and, if any Letter of Credit remains outstanding, comply with Section 2.3(b)full.

Mandatory Prepayment; Commitment Termination. (a) If at any time the aggregate principal Total U.S. Outstandings exceeds the U.S. Borrowing Base, within one (1) Business Day (i) the Borrowers will prepay the U.S. Revolving Loans in an amount necessary to cause the Total U.S. Outstandings to be equal to or less than the U.S. Borrowing Base, (ii) after giving effect to the prepayment in full of the outstanding Loans plus U.S. Revolving Loans, the U.S. Borrower will deposit into the Letter of Credit Account an amount equal to 105% of the amount by which the aggregate U.S. Letter of Credit Outstandings (net of the amount of cash held in the Letter of Credit Account) so exceeds the U.S. Borrowing Base, and (iii) after giving effect to the prepayment in full of the U.S. Revolving Loans and the cash collateralization of the U.S. Letter of Credit Outstandings, the U.S. Borrower will (x) deposit into the U.S. Term Loan Collateral Account an amount equal to the amount by which the U.S. Term Outstandings exceeds the U.S. Borrowing Base or (y) prepay the U.S. Term Loans in an amount equal to the amount by which the U.S. Term Outstandings exceeds the U.S. Borrowing Base. (b) If at any time the U.S. Revolving Credit Utilization exceeds (A) prior to the expiration of the Interim Period, the Interim U.S. Revolving Commitment, or (B) from and after the expiration of the Interim Period and prior to the Budget Acceptance DatePeriod, the lesser of (x) the Available Commitment and (y) the Borrowing BaseU.S. Revolving Commitment, or (C) from and after the Budget Acceptance Date, the lesser of (x) the Total Commitment and (y) the Borrowing Base, the Borrowers will within one (1) Business Day (i) the Borrowers will prepay the U.S. Revolving Loans in an amount necessary to cause the aggregate principal amount of the outstanding Loans plus the aggregate Letter of U.S. Revolving Credit OutstandingsUtilization, including unreimbursed draws, to be equal to or less than (A) prior to the expiration of the Interim Period, the Interim U.S. Revolving Commitment, or (B) from and after the expiration of the Interim Period and prior to the Budget Acceptance DatePeriod, the lesser of (x) the Available U.S. Revolving Commitment and (y) the Borrowing Base, and (C) from and after the Budget Acceptance Date, the lesser of (x) the Total Commitment and (y) the Borrowing Base and (ii) if, after giving effect to the prepayment in full of the U.S. Revolving Loans, the aggregate U.S. Letter of Credit Outstandings exceeds (A) prior to the expiration of the Interim Period, the Available Interim U.S. Revolving Commitment, or (B) from and after the expiration of the Interim Period and prior to the Budget Acceptance DatePeriod, the lesser of (x) the Available Commitment and (y) the Borrowing Base, (C) from and after the Budget Acceptance DateU.S. Revolving Commitment, the lesser of (x) the Total Commitment and (y) the Borrowing Base, U.S. Borrower will deposit into the Letter of Credit Account an amount equal to 105% of the amount by which the aggregate U.S. Letter of Credit Outstandings (net of the amount of cash held in the Letter of Credit Account) so exceeds (A) prior to the expiration of the Interim Period, the Interim U.S. Revolving Commitment, or (B) from and after the expiration of the Interim Period and prior Period, the U.S. Revolving Commitment. (c) If at any time the Total Canadian Outstandings exceeds the Canadian Borrowing Base, within one (1) Business Day (i) the Borrowers will prepay the Canadian Revolving Loans in an amount necessary to cause the Total Canadian Outstandings to be equal to or less than the Canadian Borrowing Base, (ii) after giving effect to the Budget Acceptance Dateprepayment in full of the Canadian Revolving Loans, the lesser Canadian Borrower will deposit into the Canadian Letter of Credit Account an amount equal to 105% of the amount by which the aggregate Canadian Letter of Credit Outstandings (xnet of the amount of cash held in the Canadian Letter of Credit Account) so exceeds the Available Commitment and (y) the Canadian Borrowing Base, and (Ciii) after giving effect to the prepayment in full of the Canadian Revolving Loans and the cash collateralization of the Canadian Letter of Credit Outstandings, the Canadian Borrower will (x) deposit into the Canadian Term Loan Collateral Account an amount equal to the amount by which the Canadian Term Outstandings exceeds the Canadian Borrowing Base or (y) prepay the Canadian Term Loans in an amount equal to or the amount by which the Canadian Term Outstandings exceeds the Canadian Borrowing Base. (d) If at any time the Canadian Revolving Credit Utilization exceeds (A) prior to the expiration of the Interim Period, the Interim Canadian Revolving Commitment, or (B) from and after the Budget Acceptance Dateexpiration of the Interim Period, the lesser of Canadian Revolving Commitment, within one (x1) Business Day (i) the Total Borrowers will prepay the Canadian Revolving Loans in an amount necessary to cause the aggregate principal amount of the Canadian Revolving Credit Utilization, including unreimbursed draws, to be equal to or less than (A) prior to the expiration of the Interim Period, the Interim Canadian Revolving Commitment, or (B) from and after the expiration of the Interim Period, the Canadian Revolving Commitment and (yii) if, after giving effect to the Borrowing Baseprepayment in full of the Canadian Revolving Loans, the aggregate Canadian Letter of Credit Outstandings exceeds (A) prior to the expiration of the Interim Period, the Interim Canadian Revolving Commitment, or (B) from and after the expiration of the Interim Period, the Canadian Revolving Commitment, the Canadian Borrower will deposit into the Canadian Letter of Credit Account an amount equal to 105% of the amount by which the aggregate Canadian Letter of Credit Outstandings (net of the amount of cash held in the Canadian Letter of Credit Account) so exceeds (A) prior to the expiration of the Interim Period, the Interim Canadian Revolving Commitment, or (B) from and after the expiration of the Interim Period, the Canadian Revolving Commitment. (be) Upon the receipt of the Net Proceeds by any of the Borrowers or their Subsidiaries U.S. Loan Parties from any Asset Sales for which the consideration Prepayment Event (including amounts received by the Borrowers, taken together with any other Asset Sales, exceeds $5,000,000 in the aggregate a U.S. Loan Party from the date of this Agreementa Canadian Guarantor pursuant to Section 2.14(g)), the Borrowers U.S. Loan Parties shall, jointly and severally, apply such Net Proceeds as follows: first, to repay the then outstanding U.S. Term Loans; second, to repay the then outstanding U.S. Revolving Loans (without a permanent reduction of the U.S. Revolving Commitment); third, to repay the then outstanding Canadian Term Loans; fourth, to repay the then outstanding Canadian Revolving Loans (without a permanent reduction of the Canadian Revolving Commitment); fifth, to deposit into the Letter of Credit Account an amount equal to the greater of (i) an amount, as determined by the Fronting Banks and the Administrative Agent, equal to the face amount of all outstanding U.S. Revolving Facility Letters of Credit plus the sum of all projected contractual obligations of the Agents, the Fronting Banks and the Lenders of the U.S. Borrower thereunder through the expiration date(s) of such Letters of Credit and (ii) 105% of the aggregate U.S. Letter of Credit Outstandings (net of the amount of cash held in the Letter of Credit Account); and sixth, to deposit into the Canadian Letter of Credit Account up an amount equal to the greater of (i) an amount, as determined by the Fronting Banks and the Canadian Administrative Agent, equal to the face amount of all outstanding Canadian Revolving Facility Letters of Credit plus the sum of all projected contractual obligations of the Agents, the Fronting Banks and the Lenders of the Canadian Borrower thereunder through the expiration date(s) of such Letters of Credit and (ii) 105% of the aggregate Canadian Letter of Credit Outstandings (net of the amount of cash held in the Canadian Letter of Credit Account); provided, however, that if the U.S. Borrower shall deliver to the Administrative Agent a certificate of a Financial Officer to the effect that the U.S. Loan Parties intend to apply the Net Proceeds from a Prepayment Event described in clause (b) of the definition thereof within 180 days after receipt of such Net Proceeds to acquire (or replace or rebuild) real property, equipment or other tangible assets (excluding inventory) to be used in the business of the U.S. Loan Parties, and certifying that no Default or Event of Default has occurred and is continuing, then no prepayment shall be required by this Section (to the extent the U.S. Loan Parties effect such reinvestment within the foregoing 180-day period) so long as such Net Proceeds shall remain deposited in an account with the Applicable Agent until requested by a U.S. Loan Party for use in accordance with such notice. (f) Upon the receipt of the Net Proceeds by the Canadian Borrower from any Prepayment Event (including amounts received by the Canadian Borrower from a Canadian Guarantor pursuant to Section 2.14(g), with the understanding that no such amount received from a Canadian Guarantor shall be applied in respect of the Canadian Borrower’s guaranty of the U.S. Secured Obligations), the Canadian Borrower shall apply such Net Proceeds as follows: first, to repay the then outstanding Canadian Term Loans; second, to repay the then outstanding Canadian Revolving Loans made to the Canadian Borrower (without a permanent reduction of the Canadian Revolving Commitment); third, to the extent permitted by applicable law and not otherwise prohibited by an order of the Canadian Court, to repay the then outstanding U.S. Term Loans; fourth, to the extent permitted by applicable law and not otherwise prohibited by an order of the Canadian Court, to repay the then outstanding U.S. Revolving Loans (without a permanent reduction of the U.S. Revolving Commitment); fifth, to the extent permitted by applicable law and not otherwise prohibited by an order of the Canadian Court, to repay the then outstanding Canadian Revolving Loans made to the U.S. Borrower (without a permanent reduction of the Canadian Revolving Commitment); sixth, to deposit into the Canadian Letter of Credit Account an amount equal to the greater of (i) an amount, as determined by the Fronting Banks and the Canadian Administrative Agent, equal to the face amount of all outstanding Canadian Revolving Facility Letters of Credit plus the sum of all projected contractual obligations of the Agents, the Fronting Banks and the Lenders of the Canadian Borrower thereunder through the expiration date(s) of such Letters of Credit and (ii) 105% of the aggregate Canadian Letter of Credit Outstandings (net of the amount of cash held in the Canadian Letter of Credit Account); and seventh, to the extent permitted by applicable law and not otherwise prohibited by an order of the Canadian Court, to deposit into the Letter of Credit Account an amount equal to the greater of (i) an amount, as determined by the Fronting Banks and the Administrative Agent, equal to the face amount of all outstanding U.S. Revolving Facility Letters of Credit plus the sum of all projected contractual obligations of the Agents, the Fronting Banks and the Lenders of the U.S. Borrower thereunder through the expiration date(s) of such Letters of Credit and (ii) 105% of the aggregate U.S. Letter of Credit Outstandings (net of the amount of cash held in the Letter of Credit Account); provided, however, that if the Canadian Borrower shall deliver to the Canadian Administrative Agent a certificate of a Financial Officer to the effect that the Canadian Loan Parties intend to apply the Net Proceeds from a Prepayment Event described in clause (b) of the definition thereof within 180 days after receipt of such Net Proceeds to acquire (or replace or rebuild) real property, equipment or other tangible assets (excluding inventory) to be used in the business of the Canadian Loan Parties, and certifying that no Default or Event of Default has occurred and is continuing, then no prepayment shall be required by this Section (to the extent the Canadian Loan Parties effect such reinvestment within the foregoing 180-day period) so long as such Net Proceeds shall remain deposited in an account with the Applicable Agent until requested by a Canadian Loan Party for use in accordance with such notice. (g) Upon the receipt of the Net Proceeds by any Canadian Guarantor from any Prepayment Event, such Canadian Guarantor shall apply such Net Proceeds as follows: first, to repay the then outstanding Canadian Term Loans; second, to repay the then outstanding Canadian Revolving Loans made to the Canadian Borrower (without a permanent reduction of the Canadian Revolving Commitment); third, to deposit into the Canadian Letter of Credit Account an amount equal to the greater of (i) an amount, as determined by the Fronting Banks and the Canadian Administrative Agent, equal to the face amount of all outstanding Canadian Revolving Facility Letters of Credit plus the sum of all projected contractual obligations of the Agents, the Fronting Banks and the Lenders of the Canadian Borrower thereunder through the expiration date(s) of such Letters of Credit and (ii) 105% of the aggregate Canadian Letter of Credit Outstandings (net of the amount of cash held in the Canadian Letter of Credit Account); fourth, to repay any outstanding post-petition/post-filing Indebtedness owed by such Canadian Guarantor to a U.S. Loan Party or the Canadian Borrower; and fifth to the extent permitted by applicable law and not otherwise prohibited by any applicable court order to repay any outstanding pre-petition Indebtedness owed by such Canadian Guarantor to a U.S. Loan Party or the Canadian Borrower; provided, however, that if the Canadian Borrower shall deliver to the Canadian Administrative Agent a certificate of a Financial Officer to the effect that the Canadian Guarantors intend to apply the Net Proceeds from a Prepayment Event described in clause (b) of the definition thereof within 180 days after receipt of such Net Proceeds to acquire (or replace or rebuild) real property, equipment or other tangible assets (excluding inventory) to be used in the business of the Canadian Guarantors, and certifying that no Default or Event of Default has occurred and is continuing, then no prepayment shall be required by this Section (to the extent the Canadian Guarantors effect such reinvestment within the foregoing 180-day period) so long as such Net Proceeds shall remain deposited in an account with the Applicable Agent until requested by a Canadian Loan Party for use in accordance with such notice. (h) If on any date, as a result of fluctuations in the Exchange Rate, the Administrative Agent determines that the aggregate Canadian Revolving Credit Utilization shall have exceeded for more than three (3) consecutive Business Days (x) an amount equal to 105% of the then Letter of Credit Outstandings; and thereafter, such Net Proceeds may be retained by the Borrowers and invested in Permitted Investments total Canadian Revolving Commitments or used for expenditures in the ordinary course of business (subject to compliance with the terms and conditions of this Agreement). The Commitments shall be reduced on a pro rata basis by y) an amount equal to the sum of (i) Canadian Borrowing Base minus the Net Proceeds of the subject Asset Sale required to be applied to repay the then outstanding Loans pursuant to preceding sentenceCanadian Term Loans, plus (ii) the Net Proceeds of the subject Asset Sale retained by the Borrowers pursuant to the last clause of the preceding sentence. Amounts on deposit in the Letter of Credit Account as of the date of this Agreement shall remain on deposit and shall be applied in accordance with the terms and conditions of this Agreement. (c) If, on any date on which Loans are outstanding, Available Cash exceeds $60,000,000, the Borrowers will provide notice thereof to the Administrative Agent within one Business Day, shall notify the Borrowers of such occurrence and within one the Borrowers shall on the next succeeding Business Day of the date of such notice repay prepay Canadian Revolving Loans in an amount equal sufficient to eliminate such excess (or if less, in the amount of all outstanding Loans)excess. (di) Upon the Termination Date, the Total Canadian Revolving Commitment and the U.S. Revolving Commitment shall each be terminated in full and the Borrowers Loan Parties shall pay the Loans in full in cash and, if any Letter of Credit remains outstanding, comply with Section 2.3(b2.4(c). (j) The U.S. Term Loan Commitments and the Canadian Term Loan Commitments shall terminate at 5:00 p.m., New York City time, on the Closing Date.

Mandatory Prepayment; Commitment Termination. (a) If at any time the Total U.S. Outstandings exceeds the U.S. Borrowing Base, within one (1) Business Day (i) the Borrowers will prepay the U.S. Revolving Loans in an amount necessary to cause the Total U.S. Outstandings to be equal to or less than the U.S. Borrowing Base, (ii) after giving effect to the prepayment in full of the U.S. Revolving Loans, the U.S. Borrower will deposit into the Letter of Credit Account an amount equal to 105% of the amount by which the aggregate U.S. Letter of Credit Outstandings (net of the amount of cash held in the Letter of Credit Account) so exceeds the U.S. Borrowing Base, and (iii) after giving effect to the prepayment in full of the U.S. Revolving Loans and the cash collateralization of the U.S. Letter of Credit Outstandings, the U.S. Borrower will (x) deposit into the U.S. Term Loan Collateral Account an amount equal to the amount by which the U.S. Term Outstandings exceeds the U.S. Borrowing Base or (y) prepay the U.S. Term Loans in an amount equal to the amount by which the U.S. Term Outstandings exceeds the U.S. Borrowing Base. (b) If at any time the aggregate principal amount of the outstanding U.S. Tranche A Revolving Loans plus the aggregate Letter of Credit Outstandings exceeds (A) prior to the expiration of the Interim Period, the Interim U.S. Tranche A Revolving Commitment, or (B) from and after the expiration of the Interim Period and prior to the Budget Acceptance DatePeriod, the lesser of (x) the Available Commitment and (y) the Borrowing BaseU.S. Tranche A Revolving Commitment, or (C) from and after the Budget Acceptance Date, the lesser of (x) the Total Commitment and (y) the Borrowing Base, the Borrowers will within one (1) Business Day (i) the Borrowers will prepay the U.S. Tranche A Revolving Loans in an amount necessary to cause the aggregate principal amount of the outstanding U.S. Tranche A Revolving Loans plus to be equal to or less than (A) prior to the expiration of the Interim Period, the Interim U.S. Tranche A Revolving Commitment, or (B) from and after the expiration of the Interim Period, the U.S. Tranche A Revolving Commitment. (c) If at any time the U.S. Tranche B Revolving Credit Utilization exceeds the U.S. Tranche B Revolving Commitment, within one (1) Business Day (i) the Borrowers will prepay the U.S. Tranche B Revolving Loans in an amount necessary to cause the aggregate principal amount of the U.S. Tranche B Revolving Credit Utilization, including unreimbursed draws, to be equal to or less than the U.S. Tranche B Revolving Commitment and (ii) if, after giving effect to the prepayment in full of the U.S. Tranche B Revolving Loans, the aggregate U.S. Letter of Credit Outstandings exceeds the U.S. Tranche B Revolving Commitment, the U.S. Borrower will deposit into the Letter of Credit Account an amount equal to 105% of the amount by which the aggregate U.S. Letter of Credit Outstandings (net of the amount of cash held in the Letter of Credit Account) so exceeds the U.S. Tranche B Revolving Commitment. (d) If at any time the Total Canadian Outstandings exceeds the Canadian Borrowing Base, within one (1) Business Day (i) the Borrowers will prepay the Canadian Revolving Loans in an amount necessary to cause the Total Canadian Outstandings to be equal to or less than the Canadian Borrowing Base, (ii) after giving effect to the prepayment in full of the Canadian Revolving Loans, the Canadian Borrower will deposit into the Canadian Letter of Credit Account an amount equal to 105% of the amount by which the aggregate Canadian Letter of Credit Outstandings (net of the amount of cash held in the Canadian Letter of Credit Account) so exceeds the Canadian Borrowing Base, and (iii) after giving effect to the prepayment in full of the Canadian Revolving Loans and the cash collateralization of the Canadian Letter of Credit Outstandings, the Canadian Borrower will (x) deposit into the Canadian Term Loan Collateral Account an amount equal to the amount by which the Canadian Term Outstandings exceeds the Canadian Borrowing Base or (y) prepay the Canadian Term Loans in an amount equal to or the amount by which the Canadian Term Outstandings exceeds the Canadian Borrowing Base. (e) If at any time the Canadian Revolving Credit Utilization exceeds (A) prior to the expiration of the Interim Period, the Interim Canadian Revolving Commitment, or (B) from and after the expiration of the Interim Period, the Canadian Revolving Commitment, within one (1) Business Day (i) the Borrowers will prepay the Canadian Revolving Loans in an amount necessary to cause the aggregate principal amount of the Canadian Revolving Credit Utilization, including unreimbursed draws, to be equal to or less than (A) prior to the expiration of the Interim Period, the Interim Canadian Revolving Commitment, or (B) from and after the expiration of the Interim Period and prior to the Budget Acceptance DatePeriod, the lesser of (x) the Available Canadian Revolving Commitment and (y) the Borrowing Base, and (C) from and after the Budget Acceptance Date, the lesser of (x) the Total Commitment and (y) the Borrowing Base and (ii) if, after giving effect to the prepayment in full of the Canadian Revolving Loans, the aggregate Canadian Letter of Credit Outstandings exceeds (A) prior to the expiration of the Interim Period, the Available Interim Canadian Revolving Commitment, or (B) from and after the expiration of the Interim Period and prior to the Budget Acceptance DatePeriod, the lesser of (x) the Available Commitment and (y) the Borrowing Base, (C) from and after the Budget Acceptance DateCanadian Revolving Commitment, the lesser of (x) the Total Commitment and (y) the Borrowing Base, Canadian Borrower will deposit into the Canadian Letter of Credit Account an amount equal to 105% of the amount by which the aggregate Canadian Letter of Credit Outstandings (net of the amount of cash held in the Canadian Letter of Credit Account) so exceeds (A) prior to the expiration of the Interim Period, the Interim Canadian Revolving Commitment, or (B) from and after the expiration of the Interim Period and prior to the Budget Acceptance DatePeriod, the lesser of (x) the Available Commitment and (y) the Borrowing Base, and (C) from and after the Budget Acceptance Date, the lesser of (x) the Total Commitment and (y) the Borrowing BaseCanadian Revolving Commitment. (bf) Upon the receipt of the Net Proceeds by any of the Borrowers or their Subsidiaries U.S. Loan Parties from any Asset Sales for which the consideration Prepayment Event (including amounts received by the Borrowers, taken together with any other Asset Sales, exceeds $5,000,000 in the aggregate a U.S. Loan Party from the date of this Agreementa Canadian Guarantor pursuant to Section 2.14(h)), the Borrowers U.S. Loan Parties shall, jointly and severally, apply such Net Proceeds as follows: first, to repay the then outstanding U.S. Term Loans; second, to repay the then outstanding U.S. Revolving Loans ratably (without a permanent reduction of the U.S. Revolving Commitment); third, to repay the then outstanding Canadian Term Loans; fourth, to repay the then outstanding Canadian Revolving Loans (without a permanent reduction of the Canadian Revolving Commitment); fifth, to deposit into the Letter of Credit Account an amount equal to the greater of (i) an amount, as determined by the Fronting Banks and the Administrative Agent, equal to the face amount of all outstanding U.S. Revolving Facility Letters of Credit plus the sum of all projected contractual obligations of the Agents, the Fronting Banks and the Lenders of the U.S. Borrower thereunder through the expiration date(s) of such Letters of Credit and (ii) 105% of the aggregate U.S. Letter of Credit Outstandings (net of the amount of cash held in the Letter of Credit Account); and sixth, to deposit into the Canadian Letter of Credit Account up an amount equal to the greater of (i) an amount, as determined by the Fronting Banks and the Canadian Administrative Agent, equal to the face amount of all outstanding Canadian Revolving Facility Letters of Credit plus the sum of all projected contractual obligations of the Agents, the Fronting Banks and the Lenders of the Canadian Borrower thereunder through the expiration date(s) of such Letters of Credit and (ii) 105% of the aggregate Canadian Letter of Credit Outstandings (net of the amount of cash held in the Canadian Letter of Credit Account); provided, however, that if the U.S. Borrower shall deliver to the Administrative Agent a certificate of a Financial Officer to the effect that the U.S. Loan Parties intend to apply the Net Proceeds from a Prepayment Event described in clause (b) of the definition thereof within 180 days after receipt of such Net Proceeds to acquire (or replace or rebuild) real property, equipment or other tangible assets (excluding inventory) to be used in the business of the U.S. Loan Parties, and certifying that no Default or Event of Default has occurred and is continuing, then no prepayment shall be required by this Section (to the extent the U.S. Loan Parties effect such reinvestment within the foregoing 180-day period) so long as such Net Proceeds shall remain deposited in an account with the Applicable Agent until requested by a U.S. Loan Party for use in accordance with such notice. (g) Upon the receipt of the Net Proceeds by the Canadian Borrower from any Prepayment Event (including amounts received by the Canadian Borrower from a Canadian Guarantor pursuant to Section 2.14(h), with the understanding that no such amount received from a Canadian Guarantor shall be applied in respect of the Canadian Borrower’s guaranty of the U.S. Secured Obligations), the Canadian Borrower shall apply such Net Proceeds as follows: first, to repay the then outstanding Canadian Term Loans; second, to repay the then outstanding Canadian Revolving Loans made to the Canadian Borrower (without a permanent reduction of the Canadian Revolving Commitment); third, to the extent permitted by applicable law and not otherwise prohibited by an order of the Canadian Court, to repay the then outstanding U.S. Term Loans; fourth, to the extent permitted by applicable law and not otherwise prohibited by an order of the Canadian Court, to repay the then outstanding U.S. Revolving Loans ratably (without a permanent reduction of the U.S. Revolving Commitment); fifth, to the extent permitted by applicable law and not otherwise prohibited by an order of the Canadian Court, to repay the then outstanding Canadian Revolving Loans made to the U.S. Borrower (without a permanent reduction of the Canadian Revolving Commitment); sixth, to deposit into the Canadian Letter of Credit Account an amount equal to the greater of (i) an amount, as determined by the Fronting Banks and the Canadian Administrative Agent, equal to the face amount of all outstanding Canadian Revolving Facility Letters of Credit plus the sum of all projected contractual obligations of the Agents, the Fronting Banks and the Lenders of the Canadian Borrower thereunder through the expiration date(s) of such Letters of Credit and (ii) 105% of the aggregate Canadian Letter of Credit Outstandings (net of the amount of cash held in the Canadian Letter of Credit Account); and seventh, to the extent permitted by applicable law and not otherwise prohibited by an order of the Canadian Court, to deposit into the Letter of Credit Account an amount equal to the greater of (i) an amount, as determined by the Fronting Banks and the Administrative Agent, equal to the face amount of all outstanding U.S. Revolving Facility Letters of Credit plus the sum of all projected contractual obligations of the Agents, the Fronting Banks and the Lenders of the U.S. Borrower thereunder through the expiration date(s) of such Letters of Credit and (ii) 105% of the aggregate U.S. Letter of Credit Outstandings (net of the amount of cash held in the Letter of Credit Account); provided, however, that if the Canadian Borrower shall deliver to the Canadian Administrative Agent a certificate of a Financial Officer to the effect that the Canadian Loan Parties intend to apply the Net Proceeds from a Prepayment Event described in clause (b) of the definition thereof within 180 days after receipt of such Net Proceeds to acquire (or replace or rebuild) real property, equipment or other tangible assets (excluding inventory) to be used in the business of the Canadian Loan Parties, and certifying that no Default or Event of Default has occurred and is continuing, then no prepayment shall be required by this Section (to the extent the Canadian Loan Parties effect such reinvestment within the foregoing 180-day period) so long as such Net Proceeds shall remain deposited in an account with the Applicable Agent until requested by a Canadian Loan Party for use in accordance with such notice. (h) Upon the receipt of the Net Proceeds by any Canadian Guarantor from any Prepayment Event, such Canadian Guarantor shall apply such Net Proceeds as follows: first, to repay the then outstanding Canadian Term Loans; second, to repay the then outstanding Canadian Revolving Loans made to the Canadian Borrower (without a permanent reduction of the Canadian Revolving Commitment); third, to deposit into the Canadian Letter of Credit Account an amount equal to the greater of (i) an amount, as determined by the Fronting Banks and the Canadian Administrative Agent, equal to the face amount of all outstanding Canadian Revolving Facility Letters of Credit plus the sum of all projected contractual obligations of the Agents, the Fronting Banks and the Lenders of the Canadian Borrower thereunder through the expiration date(s) of such Letters of Credit and (ii) 105% of the aggregate Canadian Letter of Credit Outstandings (net of the amount of cash held in the Canadian Letter of Credit Account); fourth, to repay any outstanding post-petition/post-filing Indebtedness owed by such Canadian Guarantor to a U.S. Loan Party or the Canadian Borrower; and fifth to the extent permitted by applicable law and not otherwise prohibited by any applicable court order to repay any outstanding pre-petition Indebtedness owed by such Canadian Guarantor to a U.S. Loan Party or the Canadian Borrower; provided, however, that if the Canadian Borrower shall deliver to the Canadian Administrative Agent a certificate of a Financial Officer to the effect that the Canadian Guarantors intend to apply the Net Proceeds from a Prepayment Event described in clause (b) of the definition thereof within 180 days after receipt of such Net Proceeds to acquire (or replace or rebuild) real property, equipment or other tangible assets (excluding inventory) to be used in the business of the Canadian Guarantors, and certifying that no Default or Event of Default has occurred and is continuing, then no prepayment shall be required by this Section (to the extent the Canadian Guarantors effect such reinvestment within the foregoing 180-day period) so long as such Net Proceeds shall remain deposited in an account with the Applicable Agent until requested by a Canadian Loan Party for use in accordance with such notice. (i) If on any date, as a result of fluctuations in the Exchange Rate, the Administrative Agent determines that the aggregate Canadian Revolving Credit Utilization shall have exceeded for more than three (3) consecutive Business Days (x) an amount equal to 105% of the then Letter of Credit Outstandings; and thereafter, such Net Proceeds may be retained by the Borrowers and invested in Permitted Investments total Canadian Revolving Commitments or used for expenditures in the ordinary course of business (subject to compliance with the terms and conditions of this Agreement). The Commitments shall be reduced on a pro rata basis by y) an amount equal to the sum of (i) Canadian Borrowing Base minus the Net Proceeds of the subject Asset Sale required to be applied to repay the then outstanding Loans pursuant to preceding sentenceCanadian Term Loans, plus (ii) the Net Proceeds of the subject Asset Sale retained by the Borrowers pursuant to the last clause of the preceding sentence. Amounts on deposit in the Letter of Credit Account as of the date of this Agreement shall remain on deposit and shall be applied in accordance with the terms and conditions of this Agreement. (c) If, on any date on which Loans are outstanding, Available Cash exceeds $60,000,000, the Borrowers will provide notice thereof to the Administrative Agent within one Business Day, shall notify the Borrowers of such occurrence and within one the Borrowers shall on the next succeeding Business Day of the date of such notice repay prepay Canadian Revolving Loans in an amount equal sufficient to eliminate such excess (or if less, in the amount of all outstanding Loans)excess. (dj) Upon the Termination Date, the Total Canadian Revolving Commitment and the U.S. Revolving Commitment shall each be terminated in full and the Borrowers Loan Parties shall pay the Loans in full in cash and, if any Letter of Credit remains outstanding, comply with Section 2.3(b2.4(c). (k) The U.S. Term Loan Commitments and the Canadian Term Loan Commitments shall terminate at 5:00 p.m., New York City time, on the Closing Date.

Mandatory Prepayment; Commitment Termination. (a) If at any time the aggregate principal amount of the outstanding Loans plus the aggregate Letter of Credit Outstandings exceeds (A) prior to the expiration of the Interim Initial Period, the lesser of (x) the Interim CommitmentCommitment and (y) the Borrowing Base, and (B) from and after the expiration of the Interim Period and prior to the Budget Acceptance Date, the lesser of (x) the Available Commitment and (y) the Borrowing Base, or (C) from and after the Budget Acceptance DateInitial Period, the lesser of (x) the Total Commitment and (y) the Borrowing Base, the Borrowers Borrower will within one (1) Business Day (i) prepay the Loans in an amount necessary to cause the aggregate principal amount of the outstanding Loans plus the aggregate Letter of Credit Outstandings, including unreimbursed draws, Outstandings to be equal to or less than (A) prior to the expiration of the Interim Initial Period, the Interim Commitment, (B) from and after the expiration of the Interim Period and prior to the Budget Acceptance Date, the lesser of (x) the Available Interim Commitment and (y) the Borrowing Base, and (CB) from and after the Budget Acceptance Dateexpiration of the Initial Period, the lesser of (x) the Total Commitment and (y) the Borrowing Base Base, and (ii) if, after giving effect to the prepayment in full of the Loans, the aggregate Letter of Credit Outstandings in excess of the amount of cash held in the Letter of Credit Account exceeds (A) prior to the expiration of the Interim Initial Period, the Available Commitmentlesser of (x) the Interim Commitment and (y) the Borrowing Base, and (B) from and after the expiration of the Interim Period and prior to the Budget Acceptance Date, the lesser of (x) the Available Commitment and (y) the Borrowing Base, (C) from and after the Budget Acceptance DateInitial Period, the lesser of (x) the Total Commitment and (y) the Borrowing Base, deposit into the Letter of Credit Account an amount equal to the greater of (A) an amount, as determined by the Fronting Bank and the Administrative Agent, equal to the face amount of all outstanding Letters of Credit plus the sum of all projected contractual obligations to the Administrative Agent, the Fronting Bank and the Lenders of the Borrower thereunder through the expiration date(s) of such Letters of Credit and, (B) 105% of the amount by which the aggregate Letter of Credit Outstandings (net in excess of the amount of cash held in the Letter of Credit Account) Account so exceeds (A) prior to the expiration of the Interim Initial Period, the Interim Commitment, (B) from and after the expiration of the Interim Period and prior to the Budget Acceptance Date, the lesser of (x) the Available Interim Commitment and (y) the Borrowing Base, and (CB) from and after the Budget Acceptance Dateexpiration of the Initial Period, the lesser of (x) the Total Commitment and (y) the Borrowing Base. (b) Upon The Borrower shall, upon the receipt of the Net Proceeds by the Borrower or any of the Borrowers or their Subsidiaries Domestic Subsidiary from any Asset Sales for which after the consideration received by the BorrowersFiling Date, taken together with any other Asset Salesapply, exceeds $5,000,000 in the aggregate from the date of this Agreementor cause to be applied, the Borrowers shall, jointly and severally, apply such Net Proceeds as follows: first, to repay the then outstanding Loans; and second, to deposit an amount in the Letter of Credit Account up to the greater of (A) an amount, as determined by the Fronting Bank and the Administrative Agent, equal to the face amount of all outstanding Letters of Credit plus the sum of all projected contractual obligations to the Administrative Agent, the Fronting Bank and the Lenders of the Borrower thereunder through the expiration date(s) of such Letters of Credit, and (B) 105% of the then Letter of Credit Outstandings; and thereafter, such Net Proceeds may . Prepayments of the Loans pursuant to the foregoing shall be retained by effected as follows: (i) the Borrowers and invested in Permitted Investments or used for expenditures in the ordinary course of business (subject to compliance with the terms and conditions of this Agreement). The Commitments shall be reduced permanently on a pro rata basis by an aggregate amount equal to the sum of (i) the Net Proceeds of the subject Asset Sale required (except with respect to the first $5,000,000, in the aggregate of Net Proceeds received by the Borrower and the Guarantors, collectively, after the Filing Date, which shall not reduce the Total Commitment); and (ii) the Loans shall be prepaid in an amount equal to the amount of such Net Proceeds. The Borrower shall apply, or cause to be applied applied, all Net Proceeds from any Asset Sales by a Foreign Subsidiary (except with respect to the first $15,000,000 in the aggregate of Net Proceeds received by one or more Foreign Subsidiaries after the Filing Date) as follows: first, to repay the then outstanding Loans Intercompany Loans, if any, made to such Foreign Subsidiary pursuant to preceding sentenceSection 2.29, plus (ii) the Net Proceeds of the subject Asset Sale retained by the Borrowers pursuant second, to the last clause of the preceding sentence. Amounts on deposit an amount in the Letter of Credit Account up to the greater of (A) an amount, as determined by the Fronting Bank and the Administrative Agent, equal to the face amount of all outstanding Letters of Credit issued in support of the date operations or obligations of this Agreement shall remain on deposit such Foreign Subsidiary plus the sum of all projected contractual obligations to the Administrative Agent, the Fronting Bank and shall be applied the Lenders of the Borrower thereunder through the expiration date(s) of such Letters of Credit and (B) 105% of the then Letter of Credit Outstanding in accordance with respect of such Letters of Credit, third, to repay all other outstanding Intercompany Loans owing by such Foreign Subsidiary to the terms Borrower or any Domestic Subsidiary, fourth, to repay other Indebtedness of such Foreign Subsidiary and conditions thereafter for the general corporate purposes of this Agreementsuch Foreign Subsidiary. (c) If, on any date on which Loans are outstanding, Available Cash exceeds $60,000,000, the Borrowers will provide notice thereof to the Administrative Agent within one Business Day, and within one Business Day of the date of such notice repay Loans in an amount equal to such excess (or if less, in the amount of all outstanding Loans). (d) Upon the Termination Date, the Total Commitment shall be terminated in full and the Borrowers Borrower shall pay the Loans in full and, if any Letter of Credit remains outstanding, comply with Section 2.3(b2.2(b). (d) From and after the establishment of a cash management system pursuant to Section 5.7 hereof, amounts held in the collection account of the Borrower and the Guarantors shall be applied daily by the financial institution providing such cash management services and maintaining such collection account (i) to prepay the Loans in an amount equal to the amount collected and available in such collection account on each such day, and (ii) if, after giving effect to the prepayment in full of the Loans, the aggregate Letter of Credit Outstandings exceeds the amount of cash held in the Letter of Credit Account, to deposit into the Letter of Credit Account an amount equal to the greater of (A) an amount, as determined by the Fronting Bank and the Administrative Agent, equal to the face amount of all outstanding Letters of Credit plus the sum of all projected contractual obligations to the Administrative Agent, the Fronting Bank and the Lenders of the Borrower thereunder through the expiration date(s) of such Letters of Credit, and (B) 105% of the amount by which the aggregate Letter of Credit Outstandings exceeds the amount of cash held in the Letter of Credit Account.

Mandatory Prepayment; Commitment Termination. (a) If at any time the aggregate principal amount of the outstanding Loans plus the aggregate Letter of Credit Outstandings exceeds (A) prior to the expiration of the Interim Initial Period, the Interim Available Commitment, and (B) from and after the expiration of the Interim Period and prior to the Budget Acceptance Date, the lesser of (x) the Available Commitment and (y) the Borrowing Base, or (C) from and after the Budget Acceptance DateInitial Period, the lesser of (x) the Total Commitment and or (y) the Borrowing Base, the Borrowers will within one (1) Business Day (i) prepay the Loans in an amount necessary to cause the aggregate principal amount of the outstanding Loans plus the aggregate Letter of Credit Outstandings, including unreimbursed draws, to be equal to or less than (A) prior to the expiration of the Interim Initial Period, the Interim Available Commitment, and (B) from and after the expiration of the Interim Period and prior to the Budget Acceptance Date, the lesser of (x) the Available Commitment and (y) the Borrowing Base, and (C) from and after the Budget Acceptance DateInitial Period, the lesser of (x) the Total Commitment and (y) the Borrowing Base Base, and (ii) if, after giving effect to the prepayment in full of the Loans, the aggregate Letter of Credit Outstandings in excess of the amount of cash held in the Letter of Credit Account exceeds (A) prior to the expiration of the Interim Initial Period, the Available Commitment, and (B) from and after the expiration of the Interim Period and prior to the Budget Acceptance Date, the lesser of (x) the Available Commitment and (y) the Borrowing Base, (C) from and after the Budget Acceptance DateInitial Period, the lesser of (x) the Total Commitment and or (y) the Borrowing Base, deposit into the Letter of Credit Account an amount equal to 105% of the amount by which the aggregate Letter of Credit Outstandings (net in excess of the amount of cash held in the Letter of Credit Account) Account so exceeds (A) prior to the expiration of the Interim Initial Period, the Interim Available Commitment, and (B) from and after the expiration of the Interim Period and prior to the Budget Acceptance Date, the lesser of (x) the Available Commitment and (y) the Borrowing Base, and (C) from and after the Budget Acceptance DateInitial Period, the lesser of (x) the Total Commitment and or (y) the Borrowing Base. (b) Upon The Borrowers shall, upon the receipt of the Net Proceeds by any of the Borrowers or their Subsidiaries from any Asset Sales for which the consideration received by the Borrowers, taken together with any other Asset Sales, exceeds $5,000,000 in the aggregate from the date of this Agreement, the Borrowers shallBorrower, jointly and severally, apply such Net Proceeds as follows: first, to repay the then ----- outstanding Loans; second, deposit an amount in the Letter of Credit Account up ------ to 105% of the then Letter of Credit Outstandings; and thereafter, such Net ---------- Proceeds may be retained by the Borrowers and invested in Permitted Investments or used for expenditures in the ordinary course of business (subject to compliance with the terms and conditions of this Agreement). The Prepayments of the Loans pursuant to the foregoing shall be effected as follows: the Tranche A Commitments and Tranche B Commitments shall be reduced on a pro rata basis by an aggregate amount equal to the sum of (i) the Net Proceeds of the subject Asset Sale required Sale; the Revolving Loans shall be prepaid in a proportionate amount equal to the percentage decrease in the Total Tranche A Commitments; and the Tranche B Loans shall be applied prepaid in an amount equal to repay the then outstanding decrease in the Total Tranche B Commitments. Net Proceeds from any Asset Sales by a Non-Debtor Foreign Subsidiary, net of the amount of any repayment obligations of such Non-Debtor Foreign Subsidiary with respect to third party financing arrangements, shall (i) reduce, on a dollar for dollar basis, the amount of postpetition Intercompany Loans pursuant which may be made to preceding sentencethe Non-Debtor Foreign Subsidiaries, plus provided, -------- however, that in no event shall the permitted amount of postpetition ------- Intercompany Loans be less than $100,000,000 (before deducting the from time to time principal balance of third party financing arrangements made available to the Non-Debtor Foreign Subsidiaries as set forth in Section 6.10), and (ii) ------------ reduce the Net Proceeds of the subject Asset Sale retained by Tranche A and Tranche B Commitments on a pro rata basis and the Borrowers pursuant shall prepay Revolving Loans in a proportionate amount equal to the last clause of the preceding sentence. Amounts on deposit percentage decrease in the Letter of Credit Account as of the date of this Agreement shall remain on deposit Total Tranche A Commitments and shall be applied in accordance with the terms and conditions of this Agreement. (c) If, on any date on which Loans are outstanding, Available Cash exceeds $60,000,000, the Borrowers will provide notice thereof to the Administrative Agent within one Business Day, and within one Business Day of the date of such notice repay prepay Term Loans in an amount equal to such excess (or if lessthe decrease in the Total Tranche B Commitments. Net Proceeds from any Asset Sales by a U.K. Subsidiary, in net of the amount of all outstanding Loans)any repayment obligations of such U.K. Subsidiary with respect to third party financing arrangements, shall (i) reduce, on a dollar for dollar basis, the amount of postpetition Intercompany Loans which may be made to the U.K. Subsidiaries, and (ii) reduce the Tranche A and Tranche B Commitments on a pro rata basis and the Borrowers shall prepay Revolving Loans in a proportionate amount equal to the percentage decrease in the Total Tranche A Commitments and shall prepay Term Loans in an amount equal to the decrease in the Total Tranche B Commitments. (dc) Upon the Termination Date, the Total Commitment shall be terminated in full and the Borrowers shall pay the Loans in full and, if any Letter of Credit remains outstanding, comply with Section 2.3(b).. --------------

Mandatory Prepayment; Commitment Termination. (a) If at any time the aggregate principal amount of the outstanding Loans plus the aggregate Letter of Credit Outstandings Total Commitment Usage exceeds (A) prior to the expiration of the Interim Period, the Interim Commitment, (B) from and after the expiration of the Interim Period and prior to the Budget Acceptance Date, the lesser of (x) the Available Commitment and (y) the Borrowing Base, or (C) from and after the Budget Acceptance Date, the lesser of (x) the Total Commitment at such time and (y) (A) prior to the entry of the Final Order, the amount permitted by the Interim Order and (B) from and after the entry of the Final Order, the Borrowing BaseBase (the "Lesser Amount"), the Borrowers Borrower will within one (1) Business Day (i) prepay the Loans in an amount necessary to cause the aggregate principal amount of the outstanding Loans plus the aggregate Letter of Credit Outstandings, including unreimbursed draws, Total Commitment Usage to be equal to or less than (A) prior to the expiration of the Interim PeriodLesser Amount, the Interim Commitment, (B) from and after the expiration of the Interim Period and prior to the Budget Acceptance Date, the lesser of (x) the Available Commitment and (y) the Borrowing Base, and (C) from and after the Budget Acceptance Date, the lesser of (x) the Total Commitment and (y) the Borrowing Base and (ii) if, after giving effect to the prepayment in full of the Loans, the aggregate Letter of Credit Outstandings Uncollateralized LC Exposure exceeds (A) prior to the expiration of the Interim Period, the Available Commitment, (B) from and after the expiration of the Interim Period and prior to the Budget Acceptance Date, the lesser of (x) the Available Commitment and (y) the Borrowing Base, (C) from and after the Budget Acceptance Date, the lesser of (x) the Total Commitment and (y) the Borrowing BaseLesser Amount, deposit into the Letter of Credit Account an amount equal to 105% of the amount by which the aggregate Letter of Credit Outstandings (net of the amount of cash held in the Letter of Credit Account) Uncollateralized LC Exposure so exceeds (A) prior to the expiration of the Interim Period, the Interim Commitment, (B) from and after the expiration of the Interim Period and prior to the Budget Acceptance Date, the lesser of (x) the Available Commitment and (y) the Borrowing Base, and (C) from and after the Budget Acceptance Date, the lesser of (x) the Total Commitment and (y) the Borrowing BaseLesser Amount. (b) Upon the receipt sale of any property or assets of the Borrower or any Guarantor described in clause (v) of Section 6.11, to the extent Net Proceeds of such sales shall exceed $2,500,000 in the aggregate since the Closing Date, the Borrower shall apply 100% of the Net Proceeds by any thereof received to the prepayment and collateralization of the Borrowers or their Subsidiaries from any Asset Sales for which the consideration received by the Borrowers, taken together Loans and other credit exposure in accordance with any other Asset Sales, exceeds $5,000,000 in the aggregate from the date paragraph (c) of this Agreement, the Borrowers shall, jointly and severally, apply such Section. (c) Any Net Proceeds described in paragraph (b) of this Section shall be applied as follows: first, to repay the prepayment of the Tranche A Loans of the Tranche A Lenders (without any reduction in the Total Tranche A Commitment) until such Tranche A Loans have been repaid in full (plus any accrued but unpaid interest and fees thereon, including without limitation any interest payable pursuant to Section 2.09) and to the prepayment of the Tranche B Loans of the Tranche B Lenders until such Tranche B Loans have been repaid in full (plus any accrued but unpaid interest and fees thereon, including without limitation any interest payable pursuant to Section 2.09, ratably among the parties thereto in accordance with the amounts of principal, interest and fees then outstanding Loans; due to such parties, second, deposit an amount in to pay any unreimbursed LC Disbursements (plus any accrued but unpaid interest thereon, including without limitation any interest payable pursuant to Section 2.09), and third, to the Letter Cash Collateralization of the Letters of Credit Account up (if any) in an aggregate amount equal to 105% of the then Letter Uncollateralized LC Exposure, after giving effect to the application of Credit Outstandings; Net Proceeds described in clauses first, second and thereafterthird of this Section 2.13(c), there shall remain any Net Proceeds available, such Net Proceeds may shall not be retained by the Borrowers and invested in Permitted Investments or used for expenditures in the ordinary course of business (subject to compliance with the terms prepayment, reimbursement and conditions collateralization provisions of this AgreementSection 2.13(c). The Commitments shall be reduced on a pro rata basis by an amount equal , but remain subject to the sum of (i) Liens securing the Net Proceeds of the subject Asset Sale required to be applied to repay the then outstanding Loans pursuant to preceding sentence, plus (ii) the Net Proceeds of the subject Asset Sale retained by the Borrowers pursuant to the last clause of the preceding sentence. Amounts on deposit in the Letter of Credit Account as of the date of this Agreement shall remain on deposit and shall be applied Secured Obligations in accordance with the terms Loan Documents and conditions of this Agreement. (c) If, on any date on which Loans are outstanding, Available Cash exceeds $60,000,000, the Borrowers will provide notice thereof to the Administrative Agent within one Business Day, and within one Business Day of the date of such notice repay Loans in an amount equal to such excess (or if less, in the amount of all outstanding Loans)Orders. (d) Upon the Termination Date, the Total Commitment shall be terminated in full and the Borrowers Borrower shall pay repay the Loans in full and, if any Letter of Credit remains outstanding, comply with Section 2.3(b)full.

Mandatory Prepayment; Commitment Termination. (a) If at any time the aggregate principal amount of the outstanding Loans plus the aggregate Letter of Credit Outstandings exceeds (A) prior to the expiration of the Interim Period, the Interim Commitment, (B) from and after the expiration of the Interim Period and prior to the Budget Acceptance Date, the lesser of (x) the Available Commitment and (y) the Borrowing Base, or (C) from and after the Budget Acceptance Date, the lesser of (x) the Total Commitment and or (y) the Borrowing Base, the Borrowers will within one (1) Business Day (i) prepay the Loans in an amount necessary to cause the aggregate principal amount of the outstanding Loans plus the aggregate Letter of Credit Outstandings, including unreimbursed draws, to be equal to or less than (A) prior to the expiration of the Interim Period, the Interim Commitment, (B) from and after the expiration of the Interim Period and prior to the Budget Acceptance Date, the lesser of (x) the Available Commitment and (y) the Borrowing Base, and (C) from and after the Budget Acceptance Date, the lesser of (x) the Total Commitment and (y) the Borrowing Base Base, and (ii) if, after giving effect to the prepayment in full of the Loans, the aggregate Letter of Credit Outstandings exceeds (A) prior to the expiration in excess of the Interim Period, amount of cash held in the Available Commitment, (B) from and after the expiration Letter of the Interim Period and prior to the Budget Acceptance Date, the lesser of (x) the Available Commitment and (y) the Borrowing Base, (C) from and after the Budget Acceptance Date, Credit Account exceeds the lesser of (x) the Total Commitment and or (y) the Borrowing Base, deposit into the Letter of Credit Account an amount equal to 105% of the amount by which the aggregate Letter of Credit Outstandings (net in excess of the amount of cash held in the Letter of Credit Account) Account so exceeds (A) prior to the expiration of the Interim Period, the Interim Commitment, (B) from and after the expiration of the Interim Period and prior to the Budget Acceptance Date, the lesser of (x) the Available Commitment and (y) the Borrowing Base, and (C) from and after the Budget Acceptance Date, the lesser of (x) the Total Commitment and or (y) the Borrowing Base. (b) Upon The Borrowers shall, upon the receipt of the Net Proceeds by any of the Borrowers or their Subsidiaries from any Asset Sales for which the consideration received by the Borrowers, taken together with any other Asset Sales, exceeds $5,000,000 in the aggregate from the date of this Agreement, the Borrowers shallBorrower, jointly and severally, apply such Net Proceeds as follows: first, to repay the then outstanding Loans; second, if an Event of Default or an event which upon notice or lapse of time or both would constitute an Event of Default shall have occurred and be continuing or if no Loans are then outstanding, deposit an amount in the Letter of Credit Account up to 105% of the then Letter of Credit Outstandings; and thereafter, such Net Proceeds may be retained by the Borrowers and invested in Permitted Investments or used for expenditures in the ordinary course of business (subject to compliance with the terms and conditions of this Agreement). The Prepayments of the Loans pursuant to the foregoing shall be effected as follows: the Tranche A Commitments and Tranche B Commitments shall be reduced on a pro rata basis by an aggregate amount equal to the sum of (i) the Net Proceeds of the subject Asset Sale required Sale; the Revolving Loans shall be prepaid in a proportionate amount equal to the percentage decrease in the Total Tranche A Commitments; and the Tranche B Loans shall be applied prepaid in an amount equal to repay the then outstanding decrease in the Total Tranche B Commitments. Net Proceeds from any Asset Sales by a Non-Debtor Foreign Subsidiary, net of the amount of any repayment obligations of such Non-Debtor Foreign Subsidiary with respect to third party financing arrangements, shall (i) reduce, on a dollar for dollar basis, the amount of postpetition Intercompany Loans which may be made to the Non-Debtor Foreign Subsidiaries, provided, however, that in no event shall the permitted amount of postpetition Intercompany Loans to the Non-Debtor Foreign Subsidiaries be less than $100,000,000 (without regard to deductions in respect of third party financing arrangements made available to the Non-Debtor Foreign Subsidiaries pursuant to preceding sentenceclause (iv) of Section 6.10), plus and (ii) reduce the Net Proceeds of the subject Asset Sale retained by Tranche A and Tranche B Commitments on a pro rata basis and the Borrowers pursuant shall prepay Revolving Loans in a proportionate amount equal to the last clause of the preceding sentence. Amounts on deposit percentage decrease in the Letter of Credit Account as of the date of this Agreement shall remain on deposit Total Tranche A Commitments and shall be applied in accordance with the terms and conditions of this Agreement. (c) If, on any date on which Loans are outstanding, Available Cash exceeds $60,000,000, the Borrowers will provide notice thereof to the Administrative Agent within one Business Day, and within one Business Day of the date of such notice repay prepay Term Loans in an amount equal to such excess (or if lessthe decrease in the Total Tranche B Commitments. Net Proceeds from any Asset Sales by a U.K. Subsidiary, in net of the amount of all outstanding Loans)any repayment obligations of such U.K. Subsidiary with respect to third party financing arrangements, shall (i) reduce, on a dollar for dollar basis, the amount of postpetition Intercompany Loans which may be made to the U.K. Subsidiaries, and (ii) reduce the Tranche A and Tranche B Commitments on a pro rata basis and the Borrowers shall prepay Revolving Loans in a proportionate amount equal to the percentage decrease in the Total Tranche A Commitments and shall prepay Term Loans in an amount equal to the decrease in the Total Tranche B Commitments. (dc) Upon the Termination Date, the Total Commitment shall be terminated in full and the Borrowers shall pay the Loans in full and, if any Letter of Credit remains outstanding, comply with Section 2.3(b).

Mandatory Prepayment; Commitment Termination. (a) If at any time the aggregate principal amount of the outstanding Tranche A Loans plus the aggregate Letter of Credit Outstandings exceeds (A) prior to the expiration principal amount of the Interim Period, outstanding Tranche B Loans plus the Interim Commitment, (B) from and after the expiration of the Interim Period and prior to the Budget Acceptance Date, the lesser of (x) the Available Commitment and (y) the Borrowing Base, or (C) from and after the Budget Acceptance Date, LC Exposure exceeds the lesser of (x) the Total Commitment at such time and (y) (A) prior to the entry of the Final Order, the amount permitted by the Interim Order and (B) from and after the entry of the Final Order, the Borrowing BaseBase (the “Lesser Amount”), the Borrowers Borrower will within one (1) Business Day (i) prepay the Loans make a prepayment in an amount necessary to cause the aggregate principal amount of the outstanding Tranche A Loans plus the aggregate Letter principal amount of Credit Outstandings, including unreimbursed draws, the outstanding Tranche B Loans plus the LC Exposure to be equal to or less than the Lesser Amount, such prepayment to be applied to repay Tranche A Loans (Awith no corresponding commitment reduction) prior to and/or Tranche B Loans as directed by the expiration of the Interim PeriodBorrower, the Interim Commitment, (B) from and after the expiration of the Interim Period and prior to the Budget Acceptance Date, the lesser of (x) the Available Commitment and (y) the Borrowing Base, and (C) from and after the Budget Acceptance Date, the lesser of (x) the Total Commitment and (y) the Borrowing Base and (ii) if, after giving effect to the prepayment in full of the Tranche A Loans and the Tranche B Loans, the aggregate Letter of Credit Outstandings Uncollateralized LC Exposure exceeds (A) prior to the expiration of the Interim Period, the Available Commitment, (B) from and after the expiration of the Interim Period and prior to the Budget Acceptance Date, the lesser of (x) the Available Commitment and (y) the Borrowing Base, (C) from and after the Budget Acceptance Date, the lesser of (x) the Total Commitment and (y) the Borrowing BaseLesser Amount, deposit into the Letter of Credit Account an amount equal to 105% of the amount by which the aggregate Letter of Credit Outstandings (net of the amount of cash held in the Letter of Credit Account) Uncollateralized LC Exposure so exceeds (A) prior to the expiration of the Interim PeriodLesser Amount, provided that, if on any date thereafter, the Interim CommitmentLesser Amount (as recalculated on such date) exceeds the LC Exposure plus the outstanding Tranche A Loans plus the outstanding Tranche B Loans on such date, (B) from and after the expiration of the Interim Period and prior to the Budget Acceptance Date, the lesser of (x) the Available Commitment and (y) the Borrowing Base, and (C) from and after the Budget Acceptance Date, the lesser of (x) the Total Commitment and (y) the Borrowing Base. (b) Upon the receipt of the Net Proceeds by any of the Borrowers or their Subsidiaries from any Asset Sales for which the consideration received by the Borrowers, taken together with any other Asset Sales, exceeds $5,000,000 in the aggregate from the date of this Agreement, the Borrowers shall, jointly and severally, apply such Net Proceeds as follows: first, to repay the then outstanding Loans; second, deposit an amount in deposited into the Letter of Credit Account up to 105% of the then Letter of Credit Outstandings; and thereafter, such Net Proceeds may be retained by the Borrowers and invested in Permitted Investments or used for expenditures in the ordinary course of business (subject to compliance with the terms and conditions of this Agreement). The Commitments shall be reduced on a pro rata basis by an amount equal to the sum of (i) the Net Proceeds of the subject Asset Sale required to be applied to repay the then outstanding Loans pursuant to preceding sentence, plus subclause (ii) the Net Proceeds of the subject Asset Sale retained by the Borrowers pursuant above shall be returned to the last clause of the preceding sentence. Amounts on deposit in the Letter of Credit Account as of the date of this Agreement shall remain on deposit and shall be applied in accordance with the terms and conditions of this AgreementBorrower. (c) If, on any date on which Loans are outstanding, Available Cash exceeds $60,000,000, the Borrowers will provide notice thereof to the Administrative Agent within one Business Day, and within one Business Day of the date of such notice repay Loans in an amount equal to such excess (or if less, in the amount of all outstanding Loans). (db) Upon the Termination Date, the Total Commitment shall be terminated in full and the Borrowers Borrower shall pay repay the Loans in full and, if any Letter of Credit remains outstanding, comply with Section 2.3(b)full.

Mandatory Prepayment; Commitment Termination. (a) If at any time the aggregate principal amount of the outstanding Loans plus the aggregate Letter of Credit Outstandings exceeds (A) prior to the expiration of the Interim Period, the Interim Commitment, (B) from and after the expiration of the Interim Period and prior to the Budget Acceptance Date, the lesser of (x) the Available Commitment and (y) the Borrowing Base, or (C) from and after the Budget Acceptance Date, the lesser of (x) the Total Commitment and (y) the Borrowing Base, the Borrowers will within one (1) Business Day (i) prepay the Loans in an amount necessary to cause the aggregate principal amount of the outstanding Loans plus the aggregate Letter of Credit Outstandings, including unreimbursed draws, to be equal to or less than (A) prior to the expiration of the Interim Period, the Interim Commitment, (B) from and after the expiration of the Interim Period and prior to the Budget Acceptance Date, the lesser of (x) the Available Commitment and (y) the Borrowing Base, and (C) from and after the Budget Acceptance Date, the lesser of (x) the Total Commitment and (y) the Borrowing Base and (ii) if, after giving effect to the prepayment in full of the Loans, the aggregate Letter of Credit Outstandings exceeds (A) prior to the expiration of the Interim Period, the Available Commitment, (B) from and after the expiration of the Interim Period and prior to the Budget Acceptance Date, the lesser of (x) the Available Commitment and (y) the Borrowing Base, (C) from and after the Budget Acceptance Date, the lesser of (x) the Total Commitment and (y) the Borrowing Base, deposit into the Letter of Credit Account an amount equal to 105% of the amount by which the aggregate Letter of Credit Outstandings (net of the amount of cash held in the Letter of Credit Account) so exceeds (A) prior to the expiration of the Interim Period, the Interim Commitment, (B) from and after the expiration of the Interim Period and prior to the Budget Acceptance Date, the lesser of (x) the Available Commitment and (y) the Borrowing Base, and (C) from and after the Budget Acceptance Date, the lesser of (x) the Total Commitment and (y) the Borrowing Base. (b) Upon the receipt of the Net Proceeds by any of the Borrowers or their Subsidiaries from any Asset Sales for which the consideration received by the Borrowers, taken together with any other Asset Sales, exceeds $5,000,000 in the aggregate from the date of this Agreement, the Borrowers shall, jointly and severally, apply such Net Proceeds as follows: first, to repay the then outstanding LoansLoans that constitute Tranche A Usage; second, to deposit an amount in the Letter of Credit Account up to 105% of the then Letter of Credit Outstandingsoutstandings that constitute Tranche A Usage; third to repay the then outstanding Loans that constitute Tranche B Usage; fourth to deposit an amount in the Letter of Credit Account up to 105% of the then Letter of Credit Outstandings that constitute Tranche B Usage; and thereafter, such Net Proceeds may be (I) deposited in the Letter of Credit Account or (II) retained by the Borrowers and invested in Permitted Investments or used for expenditures in the ordinary course of business (subject to compliance with the terms and conditions of this Agreement). The Commitments Total Tranche A Commitment and Total Tranche B Commitment, as applicable, shall be reduced on a pro rata basis by an amount equal to the sum of (i) the Net Proceeds of the subject Asset Sale required to be applied to repay the then outstanding Loans under such Tranche pursuant to preceding sentence, plus (ii) the Net Proceeds of the subject Asset Sale retained by the Borrowers pursuant to part (II) of the last clause of the preceding sentencesentence (the reduction on account of Net Proceeds being retained by the Borrowers to reduce the Total Tranche A Commitment on a pro rata basis until zero, and then the Total Tranche B Commitment on a pro rata basis). Amounts on deposit in the Letter of Credit Account as of the date of this Agreement shall remain on deposit and shall be applied in accordance with the terms and conditions of this Agreement. (c) If, on any date on which Loans are outstanding, Available Cash exceeds $60,000,000, the Borrowers will provide notice thereof to the Administrative Agent within one Business Day, and within one Business Day of the date of such notice repay the Loans as follows: first, the Borrowers shall repay the then outstanding Loans that constitute Tranche A Usage; and second, the Borrowers shall repay the then outstanding Loans that constitute Tranche B Usage in an amount equal to such excess (or if less, in the amount of all outstanding Loans). (d) Upon the Termination Date, the Total Commitment shall be terminated in full and the Borrowers shall pay the Loans in full in cash and, if any Letter of Credit remains outstanding, comply with Section 2.3(b).

Mandatory Prepayment; Commitment Termination. CASH -------------------------------------------------- COLLATERAL. The outstanding Obligations shall be subject to mandatory ---------- prepayment as follows: (a) If at any time the aggregate principal amount of the outstanding Loans plus Tranche A Credit Extensions exceeds the aggregate Letter lower of Credit Outstandings exceeds (Ai) prior to the expiration then amount of the Interim Period, the Interim Commitment, Tranche A Commitments and (B) from and after the expiration of the Interim Period and prior to the Budget Acceptance Date, the lesser of (xii) the Available Commitment and (y) then amount of the Borrowing Base, or (C) from plus the cash held in the Cash Collateral Account ---- pursuant to Sections 2.02 and after the Budget Acceptance Date2.14, the lesser of (x) the Total Commitment and (y) the Borrowing Base, the Borrowers Borrower will within one (1) Business Day (iA) prepay the Tranche A Loans in an amount necessary to cause the aggregate principal amount of the outstanding Loans plus the aggregate Letter of Credit Outstandings, including unreimbursed draws, to be equal to or less than (A) prior to the expiration of the Interim Period, the Interim Commitment, eliminate such excess and (B) from and after the expiration of the Interim Period and prior to the Budget Acceptance Date, the lesser of (x) the Available Commitment and (y) the Borrowing Base, and (C) from and after the Budget Acceptance Date, the lesser of (x) the Total Commitment and (y) the Borrowing Base and (ii) if, after giving effect to the prepayment in full of the Loans, the aggregate Letter of Credit Outstandings exceeds (A) prior to the expiration of the Interim Period, the Available Commitment, (B) from and after the expiration of the Interim Period and prior to the Budget Acceptance Date, the lesser of (x) the Available Commitment and (y) the Borrowing Base, (C) from and after the Budget Acceptance Date, the lesser of (x) the Total Commitment and (y) the Borrowing Baseall outstanding Tranche A Loans such excess has not been eliminated, deposit cash into the Letter of Credit Cash Collateral Account in an amount equal to 105% of the amount by which the aggregate Letter of Credit Outstandings (net of the remaining amount of cash held in the Letter of Credit Account) so exceeds (A) prior to the expiration of the Interim Period, the Interim Commitment, (B) from and after the expiration of the Interim Period and prior to the Budget Acceptance Date, the lesser of (x) the Available Commitment and (y) the Borrowing Base, and (C) from and after the Budget Acceptance Date, the lesser of (x) the Total Commitment and (y) the Borrowing Basesuch excess. (b) Upon If at any time the receipt amount of the Net Proceeds by any Tranche B Loans outstanding exceeds the lower of (i) the then amount of the Borrowers or their Subsidiaries from any Asset Sales for which Tranche B Commitments and (ii) the consideration received by then amount of the Borrowers, taken together with any other Asset Sales, exceeds $5,000,000 in the aggregate from the date of this AgreementTranche B Borrowing Base, the Borrowers shallBorrower will within one Business Day (A) prepay the Tranche A Loans in an amount necessary to eliminate such excess, jointly (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 and severally(C) if, apply after giving effect to the prepayment in full of all outstanding Tranche A Loans and Tranche B Loans such Net Proceeds as follows: first, to repay the then outstanding Loans; secondexcess has not been eliminated, deposit cash into the Cash Collateral Account in an amount in the Letter of Credit Account up equal to 105% of the then Letter remaining amount of Credit Outstandings; and thereafter, such Net Proceeds may be retained by the Borrowers and invested in Permitted Investments or used for expenditures in the ordinary course of business (subject to compliance with the terms and conditions of this Agreement). The Commitments shall be reduced on a pro rata basis by an amount equal to the sum of (i) the Net Proceeds of the subject Asset Sale required to be applied to repay the then outstanding Loans pursuant to preceding sentence, plus (ii) the Net Proceeds of the subject Asset Sale retained by the Borrowers pursuant to the last clause of the preceding sentence. Amounts on deposit in the Letter of Credit Account as of the date of this Agreement shall remain on deposit and shall be applied in accordance with the terms and conditions of this Agreementexcess. (c) If, on any date on which Loans are outstanding, Available Cash exceeds $60,000,000, the Borrowers will provide notice thereof to the Administrative Agent within one Business Day, and within one Business Day of the date of such notice repay Loans in an amount equal to such excess (or if less, in the amount of all outstanding Loans). (d) Upon the Termination Date, the Total Commitment credit facility provided hereunder shall be terminated in full and the Borrowers Borrower shall pay the Loans pay, in full andand 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 comply with the provisions of Section 2.3(b)2.02(b) with respect thereto.

Mandatory Prepayment; Commitment Termination. (a) If at any time the aggregate principal amount of the outstanding Tranche A Loans plus the aggregate Letter of Credit Outstandings LC Exposure exceeds (A) prior to the expiration of the Interim Period, the Interim Commitment, (B) from and after the expiration of the Interim Period and prior to the Budget Acceptance Date, the lesser of (x) the Available Commitment and (y) the Borrowing Base, or (C) from and after the Budget Acceptance Date, the lesser of (x) the Total Tranche A Commitment and (y) the Borrowing Base, the Borrowers Borrower will within one (1) Business Day (i) prepay the Tranche A Loans in an amount necessary to cause the aggregate principal amount of the outstanding Tranche A Loans plus the aggregate Letter of Credit Outstandings, including unreimbursed draws, LC Exposure to be equal to or less than (A) prior to the expiration of the Interim Period, the Interim Commitment, (B) from and after the expiration of the Interim Period and prior to the Budget Acceptance Date, the lesser of (x) the Available Total Tranche A Commitment and (y) and/or the Borrowing Base, and (C) from and after as the Budget Acceptance Datecase may be, the lesser of (x) the Total Commitment and (y) the Borrowing Base and (ii) if, after giving effect to the prepayment in full of the Tranche A Loans, the aggregate LC Exposure in excess of the amount of Cash Collateralization held in the Letter of Credit Outstandings Account exceeds (A) prior to the expiration of the Interim Period, the Available Commitment, (B) from and after the expiration of the Interim Period and prior to the Budget Acceptance Date, the lesser of (x) the Available Total Tranche A Commitment and (y) and/or the Borrowing Base, (C) from and after as the Budget Acceptance Date, the lesser of (x) the Total Commitment and (y) the Borrowing Basecase may be, deposit into the Letter of Credit Account an amount equal to 105% of the amount by which the aggregate Letter of Credit Outstandings (net LC Exposure in excess of the amount of cash Cash Collateralization held in the Letter of Credit Account) Account so exceeds (A) prior to the expiration of the Interim Period, the Interim Commitment, (B) from and after the expiration of the Interim Period and prior to the Budget Acceptance Date, the lesser of (x) the Available Total Tranche A Commitment and (y) the or Borrowing Base, and (C) from and after as the Budget Acceptance Date, the lesser of (x) the Total Commitment and (y) the Borrowing Basecase may be. (b) Upon the receipt sale of any property or assets of the Borrower or any Guarantor described in clause (iv) of Section 6.11, the Borrower shall apply 50% of the Net Proceeds by any thereof received thereafter to the prepayment of the Borrowers or their Subsidiaries from any Asset Sales for which the consideration received by the Borrowers, taken together with any other Asset Sales, exceeds $5,000,000 in the aggregate from the date of this Agreement, the Borrowers shall, jointly and severally, apply such Net Proceeds as follows: first, to repay the then outstanding Loans; second, deposit an amount in the Letter of Credit Account up to 105% of the then Letter of Credit Outstandings; and thereafter, such Net Proceeds may be retained by the Borrowers and invested in Permitted Investments or used for expenditures in the ordinary course of business (subject to compliance with the terms and conditions of this Agreement). The Commitments shall be reduced on a pro rata basis by an amount equal to the sum of (i) the Net Proceeds of the subject Asset Sale required to be applied to repay the then outstanding Loans pursuant to preceding sentence, plus (ii) the Net Proceeds of the subject Asset Sale retained by the Borrowers pursuant to the last clause of the preceding sentence. Amounts on deposit in the Letter of Credit Account as of the date of this Agreement shall remain on deposit and shall be applied in accordance with the terms and conditions clause (c) of this AgreementSection. (c) IfEach prepayment of Loans pursuant to paragraph (b) of this Section 2.13 shall be applied first, on to the Tranche A Loans of the Tranche A Lenders (witho ut any date on which reduction in the Total Tranche A Commitment) until the Total Tranche A Commitment shall have been wholly and permanently terminated, all Tranche A Loans are shall have been paid in full and no Letters of Credit shall be outstanding, Available or, if outstanding, then backed by Cash exceeds $60,000,000Collateralization, and second, to the Tranche B Loan of the Tranche B Lenders; provided, that if, at the time of any prepayment pursuant to this Section 2.13(d), the Borrowers will provide notice thereof amounts to be applied to prepay the Administrative Agent within one Business DayTranche A Loans shall exceed the Tranche A Loans outstanding at such time, and within one Business Day then such excess portion of such prepayment shall be deposited into a reserve cash collateral account under the control of the date of such notice repay Loans in an amount equal Agent to such excess (or if less, be held as collateral security in the amount of all outstanding Loansevent any additional Tranche A Loans shall be made in accordance with Section 2.01(a)(ii). (d) Upon the Termination Date, the Total Commitment shall be terminated in full and the Borrowers Borrower shall pay repay the Loans in full and(plus any accrued but unpaid interest and fees thereon) which payments shall be applied first, to the Tranche A Loans of the Tranche A Lenders until the Total Tranche A Commitment shall have been wholly and permanently terminated, all Tranche A Loans shall have been paid in full and no Letters of Credit shall be outstanding, or, if any Letter of Credit remains outstanding, then backed by Cash Collateralization, and second, to the Tranche B Loan of the Tranche B Lenders. (e) In the event that the conditions set forth in Section 4.02(f) shall have not been satisfied (or waived) within the period of time within which the Final Order is required to be entered by the Bankruptcy Court and the Agent shall have not received a Borrowing Request which shall comply with the requirements of Section 2.3(b2.04(b), the Total Tranche B Commitment shall be terminated in full.

Mandatory Prepayment; Commitment Termination. (a) If at any time the aggregate principal amount of the outstanding Tranche A Loans plus the aggregate Letter of Credit Outstandings LC Exposure exceeds (A) prior to the expiration of the Interim Period, the Interim Commitment, (B) from and after the expiration of the Interim Period and prior to the Budget Acceptance Date, the lesser of (x) the Available Commitment and (y) the Borrowing Base, or (C) from and after the Budget Acceptance Date, the lesser of (x) the Total Tranche A Commitment and (y) the Borrowing Base, the Borrowers Borrower will within one (1) Business Day (i) prepay the Tranche A Loans in an amount necessary to cause the aggregate principal amount of the outstanding Tranche A Loans plus the aggregate Letter of Credit Outstandings, including unreimbursed draws, LC Exposure to be equal to or less than (A) prior to the expiration of the Interim Period, the Interim Commitment, (B) from and after the expiration of the Interim Period and prior to the Budget Acceptance Date, the lesser of (x) the Available Total Tranche A Commitment and (y) and/or the Borrowing Base, and (C) from and after as the Budget Acceptance Datecase may be, the lesser of (x) the Total Commitment and (y) the Borrowing Base and (ii) if, after giving effect to the prepayment in full of the Tranche A Loans, the aggregate LC Exposure in excess of the amount of Cash Collateralization held in the Letter of Credit Outstandings Account exceeds (A) prior to the expiration of the Interim Period, the Available Commitment, (B) from and after the expiration of the Interim Period and prior to the Budget Acceptance Date, the lesser of (x) the Available Total Tranche A Commitment and (y) and/or the Borrowing Base, (C) from and after as the Budget Acceptance Date, the lesser of (x) the Total Commitment and (y) the Borrowing Basecase may be, deposit into the Letter of Credit Account an amount equal to 105% of the amount by which the aggregate Letter of Credit Outstandings (net LC Exposure in excess of the amount of cash Cash Collateralization held in the Letter of Credit Account) Account so exceeds (A) prior to the expiration of the Interim Period, the Interim Commitment, (B) from and after the expiration of the Interim Period and prior to the Budget Acceptance Date, the lesser of (x) the Available Total Tranche A Commitment and (y) the or Borrowing Base, and (C) from and after as the Budget Acceptance Date, the lesser of (x) the Total Commitment and (y) the Borrowing Basecase may be. (b) Upon the receipt sale of any property or assets of the Borrower or any Guarantor described in clause (iv) of Section 6.11, the Borrower shall apply 50% of the Net Proceeds by any thereof received to the prepayment of the Borrowers or their Subsidiaries from any Asset Sales for which the consideration received by the Borrowers, taken together with any other Asset Sales, exceeds $5,000,000 in the aggregate from the date of this Agreement, the Borrowers shall, jointly and severally, apply such Net Proceeds as follows: first, to repay the then outstanding Loans; second, deposit an amount in the Letter of Credit Account up to 105% of the then Letter of Credit Outstandings; and thereafter, such Net Proceeds may be retained by the Borrowers and invested in Permitted Investments or used for expenditures in the ordinary course of business (subject to compliance with the terms and conditions of this Agreement). The Commitments shall be reduced on a pro rata basis by an amount equal to the sum of (i) the Net Proceeds of the subject Asset Sale required to be applied to repay the then outstanding Loans pursuant to preceding sentence, plus (ii) the Net Proceeds of the subject Asset Sale retained by the Borrowers pursuant to the last clause of the preceding sentence. Amounts on deposit in the Letter of Credit Account as of the date of this Agreement shall remain on deposit and shall be applied in accordance with the terms and conditions clause (c) of this AgreementSection. (c) IfEach prepayment of Loans pursuant to paragraph (b) of this Section 2.13 shall be applied first, on to the Tranche A Loans of the Tranche A Lenders (without any date on which reduction in the Total Tranche A Commitment) until the Total Tranche A Commitment shall have been wholly and permanently terminated, all Tranche A Loans are shall have been paid in full (plus any accrued but unpaid interest and fees thereon) and no Letters of Credit shall be outstanding, Available or, if outstanding, then backed by Cash exceeds $60,000,000Collateralization, and second, to the Tranche B Loan of the Tranche B Lenders; provided, that if, at the time of any prepayment pursuant to this Section 2.13(d), the Borrowers will provide notice thereof amounts to be applied to prepay the Administrative Agent within one Business DayTranche A Loans shall exceed the Tranche A Loans outstanding at such time, and within one Business Day then such excess portion of such prepayment shall be deposited into a reserve cash collateral account under the control of the date of such notice repay Loans in an amount equal Agent to such excess (or if less, be held as collateral security in the amount of all outstanding Loansevent any additional Tranche A Loans shall be made in accordance with Section 2.01(a)(ii). (d) Upon the Termination Date, the Total Commitment shall be terminated in full and the Borrowers Borrower shall pay repay the Loans in full and(plus any accrued but unpaid interest and fees thereon) which payments shall be applied first, to the Tranche A Loans of the Tranche A Lenders until the Total Tranche A Commitment shall have been wholly and permanently terminated, all Tranche A Loans shall have been paid in full and no Letters of Credit shall be outstanding, or, if any Letter of Credit remains outstanding, then backed by Cash Collateralization, and second, to the Tranche B Loan of the Tranche B Lenders. (e) In the event that the conditions set forth in Section 4.02(f) shall have not been satisfied (or waived) within the period of time within which the Final Order is required to be entered by the Bankruptcy Court and the Agent shall have not received a Borrowing Request which shall comply with the requirements of Section 2.3(b2.04(b), the Total Tranche B Commitment shall be terminated in full.

Mandatory Prepayment; Commitment Termination. (a) If at any time the aggregate principal amount of the outstanding Loans plus the aggregate Letter of Credit Outstandings exceeds (A) prior to the expiration of the Interim Period, the Interim Commitment, (B) from and after the expiration of the Interim Period and prior to the Budget Acceptance Date, the lesser of (x) the Available Commitment and (y) the Borrowing Base, or (C) from and after the Budget Acceptance Date, the lesser of (x) the Total Commitment and (y) the Borrowing Base, the Borrowers will within one (1) Business Day (i) prepay the Loans in an amount necessary to cause the aggregate principal amount of the outstanding Loans plus the aggregate Letter of Credit Outstandings, including unreimbursed draws, to be equal to or less than (A) prior to the expiration of the Interim Period, the Interim Commitment, (B) from and after the expiration of the Interim Period and prior to the Budget Acceptance Date, the lesser of (x) the Available Commitment and (y) the Borrowing Base, and (C) from and after the Budget Acceptance Date, the lesser of (x) the Total Commitment and (y) the Borrowing Base and (ii) if, after giving effect to the prepayment in full of the Loans, the aggregate Letter of Credit Outstandings exceeds (A) prior to the expiration of the Interim Period, the Available Commitment, (B) from and after the expiration of the Interim Period and prior to the Budget Acceptance Date, the lesser of (x) the Available Commitment and (y) the Borrowing Base, (C) from and after the Budget Acceptance Date, the lesser of (x) the Total Commitment and (y) the Borrowing Base, deposit into the Letter of Credit Account an amount equal to 105% of the amount by which the aggregate Letter of Credit Outstandings (net of the amount of cash held in the Letter of Credit Account) so exceeds (A) prior to the expiration of the Interim Period, the Interim Commitment, (B) from and after the expiration of the Interim Period and prior to the Budget Acceptance Date, the lesser of (x) the Available Commitment and (y) the Borrowing Base, and (C) from and after the Budget Acceptance Date, the lesser of (x) the Total Commitment and (y) the Borrowing Base. (b) Upon the receipt of the Net Proceeds by any of the Borrowers or their Subsidiaries from any Asset Sales for which the consideration received by the Borrowers, taken together with any other Asset Sales, exceeds $5,000,000 in the aggregate from the date of this Agreement, the Borrowers shall, jointly and severally, apply such Net Proceeds as follows: first, to repay the then outstanding Loans; second, deposit an amount in the Letter of Credit Account up to 105% of the then Letter of Credit Outstandings; and thereafter, such Net Proceeds may be retained by the Borrowers and invested in Permitted Investments or used for expenditures in the ordinary course of business (subject to compliance with the terms and conditions of this Agreement). The Prepayments of the Loans pursuant to the foregoing shall be effected as follows: the Commitments shall be reduced on a pro rata basis by an aggregate amount equal to the sum of (i) the Net Proceeds of the subject Asset Sale required to be applied to repay the then outstanding Loans pursuant to preceding sentence, plus (ii) the Net Proceeds of the subject Asset Sale retained by the Borrowers pursuant paid to the last clause of Lenders hereunder; and the preceding sentence. Amounts on deposit in the Letter of Credit Account as of the date of this Agreement shall remain on deposit and Loans shall be applied in accordance with the terms and conditions of this Agreement. (c) If, on any date on which Loans are outstanding, Available Cash exceeds $60,000,000, the Borrowers will provide notice thereof to the Administrative Agent within one Business Day, and within one Business Day of the date of such notice repay Loans prepaid in an amount equal to such excess (or if less, the decrease in the amount of all outstanding Loans)Total Commitment. (dc) Upon the Termination Date, the Total Commitment shall be terminated in full and the Borrowers shall pay the Loans in full and, if any Letter of Credit remains outstanding, comply with Section 2.3(b).

Mandatory Prepayment; Commitment Termination. (a) If at any time the aggregate principal amount of the outstanding Loans plus the aggregate Letter of Credit Outstandings Total Usage exceeds (A) prior to the expiration of the Interim Period, the Interim Commitment, (B) from and after the expiration of the Interim Period and prior to the Budget Acceptance Date, the lesser of (x) the Available Commitment and (y) the Borrowing Base, or (C) from and after the Budget Acceptance Date, the lesser of (x) the Total Commitment and (y) the Borrowing BaseAvailability, the Borrowers will within one (1) Business Day (i) prepay the Loans in an amount necessary to cause the aggregate principal amount of the outstanding Loans plus the aggregate Letter of Credit Outstandings, including unreimbursed draws, to be equal to or less than (A) prior to the expiration of the Interim PeriodBorrowing Availability, the Interim Commitment, (B) from and after the expiration of the Interim Period and prior to the Budget Acceptance Date, the lesser of (x) the Available Commitment and (y) the Borrowing Base, and (C) from and after the Budget Acceptance Date, the lesser of (x) the Total Commitment and (y) the Borrowing Base and (ii) if, after giving effect to the prepayment in full of the Loans, the aggregate Letter of Credit Outstandings exceeds (A) prior to the expiration in excess of the Interim Period, amount of cash held in the Available Commitment, (B) from and after the expiration Letter of the Interim Period and prior to the Budget Acceptance Date, the lesser of (x) the Available Commitment and (y) the Credit Account exceeds Borrowing Base, (C) from and after the Budget Acceptance Date, the lesser of (x) the Total Commitment and (y) the Borrowing BaseAvailability, deposit into the Letter of Credit Account an amount equal to 105% of the amount by which the aggregate Letter of Credit Outstandings (net in excess of the amount of cash held in the Letter of Credit Account) Account so exceeds (A) prior to the expiration of the Interim Period, the Interim Commitment, (B) from and after the expiration of the Interim Period and prior to the Budget Acceptance Date, the lesser of (x) the Available Commitment and (y) the Borrowing Base, and (C) from and after the Budget Acceptance Date, the lesser of (x) the Total Commitment and (y) the Borrowing BaseAvailability. (b) Upon The Borrowers shall, within two (2) Business Days of the date of receipt of the Net Proceeds by any Borrower or any of the Borrowers or their Subsidiaries from the sale, lease, transfer or other disposition of any Asset Sales for which assets of any Borrower or any of its Subsidiaries (other than (i) sales of inventory in the consideration received by ordinary course of business and (ii) the Borrowers, taken together with first $100,000,000 of Net Proceeds arising after the date hereof from any other Asset Salessales, exceeds $5,000,000 in the aggregate from the date leases, transfers or other dispositions of this Agreement, the Borrowers shallassets), jointly and severally, apply such Net Proceeds as follows: first, to repay prepay the then outstanding LoansLoans (with concurrent ratable ----- reductions of each Lender's Commitment); second, if an Event of Default shall ------ have occurred and be continuing, deposit an amount in the Letter of Credit Account (up to 105% of the then aggregate Letter of Credit Outstandings); and --- thereafter, such Net Proceeds may be retained by the Borrowers and invested in ---------- Permitted Investments or used for expenditures in the ordinary course of business (subject to compliance with the terms and conditions of this Agreement). The Commitments shall be reduced on a pro rata basis by an amount equal to the sum of (i) the Net Proceeds of the subject Asset Sale required to be applied to repay the then outstanding Loans pursuant to preceding sentence, plus (ii) the Net Proceeds of the subject Asset Sale retained by the Borrowers pursuant to the last clause of the preceding sentence. Amounts on deposit in the Letter of Credit Account as of the date of this Agreement shall remain on deposit and shall be applied in accordance with the terms and conditions of this Agreement. (c) If, on any date on which Loans are outstanding, Available Cash exceeds $60,000,000, the Borrowers will provide notice thereof to the Administrative Agent within one Business Day, and within one Business Day of the date of such notice repay Loans in an amount equal to such excess (or if less, in the amount of all outstanding Loans). (d) Upon the Termination Date, the Total Commitment shall be terminated in full and the Borrowers shall pay the Loans in full and, if any Letter of Credit remains outstanding, comply with Section 2.3(b).. --------------

Mandatory Prepayment; Commitment Termination. (a) If at any time the aggregate principal amount of the outstanding Loans plus the aggregate Letter of Credit Outstandings Total Usage exceeds (A) prior to the expiration of the Interim Period, the Interim Commitment, (B) from and after the expiration of the Interim Period and prior to the Budget Acceptance Date, the lesser of (x) the Available Commitment and (y) the Borrowing Base, or (C) from and after the Budget Acceptance Date, the lesser of (x) the Total Commitment and (y) the Borrowing BaseAvailability, the Borrowers will within one (1) Business Day (i) prepay the Loans in an amount necessary to cause the aggregate principal amount of the outstanding Loans plus the aggregate Letter of Credit Outstandings, including unreimbursed draws, to be equal to or less than (A) prior to the expiration of the Interim PeriodBorrowing Availability, the Interim Commitment, (B) from and after the expiration of the Interim Period and prior to the Budget Acceptance Date, the lesser of (x) the Available Commitment and (y) the Borrowing Base, and (C) from and after the Budget Acceptance Date, the lesser of (x) the Total Commitment and (y) the Borrowing Base and (ii) if, after giving effect to the prepayment in full of the Loans, the aggregate Letter of Credit Outstandings exceeds (A) prior to the expiration in excess of the Interim Period, amount of cash held in the Available Commitment, (B) from and after the expiration Letter of the Interim Period and prior to the Budget Acceptance Date, the lesser of (x) the Available Commitment and (y) the Credit Account exceeds Borrowing Base, (C) from and after the Budget Acceptance Date, the lesser of (x) the Total Commitment and (y) the Borrowing BaseAvailability, deposit into the Letter of Credit Account an amount equal to 105% of the amount by which the aggregate Letter of Credit Outstandings (net in excess of the amount of cash held in the Letter of Credit Account) Account so exceeds Borrowing Availability. (Ab) prior to the expiration course of the Interim Period, the Interim Commitment, (B) from and after the expiration of the Interim Period and prior to the Budget Acceptance Date, the lesser of (x) the Available Commitment business and (y) the Borrowing Base, and (C) from and first $100,000,000 of Net Proceeds arising after the Budget Acceptance Datedate hereof from sales, the lesser leases, transfers or other dispositions of assets (x) the Total Commitment and (y) the Borrowing Base. (b) Upon the receipt other than sales of the Net Proceeds by any of the Borrowers or their Subsidiaries from any Asset Sales for which the consideration received by the Borrowers, taken together with any other Asset Sales, exceeds $5,000,000 inventory in the aggregate from the date ordinary course of this Agreement, the Borrowers shallbusiness referred to in clause (i) above) plus any insurance or condemnation proceeds referred to in ---------- clause (ii) above), jointly and severally, apply such Net Proceeds and/or ----------- insurance and condemnation proceeds as follows: first, to repay prepay the then ----- outstanding LoansLoans (with concurrent ratable reductions of each Lender's Commitment); second, if an Event of Default shall have occurred and be ------ continuing, deposit an amount in the Letter of Credit Account (up to 105% of the then aggregate Letter of Credit Outstandings); and thereafter, such Net Proceeds -------------- and/or insurance and condemnation proceeds may be retained by the Borrowers and invested in Permitted Investments or used for expenditures in the ordinary course of business (subject to compliance with the terms and conditions of this Agreement). The Commitments shall be reduced on a pro rata basis by an amount equal to the sum of (i) the Net Proceeds of the subject Asset Sale required to be applied to repay the then outstanding Loans pursuant to preceding sentence, plus (ii) the Net Proceeds of the subject Asset Sale retained by the Borrowers pursuant to the last clause of the preceding sentence. Amounts on deposit in the Letter of Credit Account as of the date of this Agreement shall remain on deposit and shall be applied in accordance with the terms and conditions of this Agreement. (c) If, on any date on which Loans are outstanding, Available Cash exceeds $60,000,000, the Borrowers will provide notice thereof to the Administrative Agent within one Business Day, and within one Business Day of the date of such notice repay Loans in an amount equal to such excess (or if less, in the amount of all outstanding Loans). (d) Upon the Termination Date, the Total Commitment shall be terminated in full and the Borrowers shall pay the Loans in full and, if any Letter of Credit remains outstanding, comply with Section 2.3(b).. --------------

Mandatory Prepayment; Commitment Termination. Cash -------------------------------------------------- Collateral. ---------- (a1) If at any time the aggregate principal amount of the outstanding Loans plus the aggregate Letter of Credit Outstandings exceeds (A) prior to the expiration of the Interim Period, the Interim Commitment, (B) from and after the expiration of the Interim Period and prior to the Budget Acceptance Date, the lesser of (x) the Available Commitment and (y) the Borrowing Base, or (C) from and after the Budget Acceptance Date, the lesser of (x) the Total Commitment and (y) the Borrowing Base, the Borrowers Borrower will within one (1) three Business Day Days (i) prepay the Loans in an amount necessary to cause the aggregate principal amount of the outstanding Loans plus the aggregate Letter of Credit Outstandings, including unreimbursed draws, ---- Outstandings to be equal to or less than (A) prior to the expiration of the Interim Period, the Interim Commitment, (B) from and after the expiration of the Interim Period and prior to the Budget Acceptance Date, the lesser of (x) the Available Total Commitment and (y) and/or the Borrowing Base, and (C) from and after as the Budget Acceptance Datecase may be, the lesser of (x) the Total Commitment and (y) the Borrowing Base and (ii) if, after giving effect to the prepayment in full of the Loans, the aggregate Letter of Credit Outstandings exceeds (A) prior to the expiration in excess of the Interim Period, amount of cash held in the Available Commitment, (B) from and after Letter of Credit Account exceeds the expiration of the Interim Period and prior to the Budget Acceptance Date, the lesser of (x) the Available Total Commitment and (y) and/or the Borrowing Base, (C) from and after as the Budget Acceptance Date, the lesser of (x) the Total Commitment and (y) the Borrowing Basecase may be, deposit into the Letter of Credit Account an amount equal to 105% of the amount by which the aggregate Letter of Credit Outstandings (net in excess of the amount of cash held in the Letter of Credit Account) Account so exceeds (A) prior to the expiration of the Interim Period, the Interim Commitment, (B) from and after the expiration of the Interim Period and prior to the Budget Acceptance Date, the lesser of (x) the Available Total Commitment and (y) the or Borrowing Base, and (C) from and after as the Budget Acceptance Date, the lesser of (x) the Total Commitment and (y) the Borrowing Basecase may be. (b2) Upon the receipt sale or other disposition of any of the properties the completion of which was financed with the proceeds of Loans as permitted by Section 3.10, the Borrower shall first apply that portion of the Net Proceeds by any of the Borrowers or their Subsidiaries from any Asset Sales for which the consideration received by the Borrowers, taken together with any other Asset Sales, exceeds $5,000,000 in the aggregate from the date of this Agreement, the Borrowers shall, jointly and severally, apply such Net Proceeds as follows: first, to repay the then outstanding Loans; second, deposit an amount in the Letter of Credit Account up to 105% of the then Letter of Credit Outstandings; and thereafter, such Net Proceeds may be retained by the Borrowers and invested in Permitted Investments or used for expenditures in the ordinary course of business (subject to compliance with the terms and conditions of this Agreement). The Commitments shall be reduced on a pro rata basis by an amount thereof that is equal to the sum principal amount of (i) Loans so utilized for such completion to the Net Proceeds prepayment of the subject Asset Sale required to be applied to repay the then outstanding Loans pursuant to preceding sentence, plus (ii) the Net Proceeds of the subject Asset Sale retained by the Borrowers pursuant to the last clause of the preceding sentence. Amounts on deposit in the Letter of Credit Account as of the date of this Agreement shall remain on deposit and shall be applied in accordance with the terms and conditions of this AgreementLoans. (c) If, on any date on which Loans are outstanding, Available Cash exceeds $60,000,000, the Borrowers will provide notice thereof to the Administrative Agent within one Business Day, and within one Business Day of the date of such notice repay Loans in an amount equal to such excess (or if less, in the amount of all outstanding Loans). (d3) Upon the Termination Date, the Total Commitment shall be terminated in full and the Borrowers Borrower shall pay the Loans in 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 105% 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 2.3(b2.03(b).

Mandatory Prepayment; Commitment Termination. (a) If at any time the aggregate principal amount of the outstanding Tranche A Loans plus the aggregate Letter of Credit Outstandings LC Exposure exceeds (A) prior to the expiration of the Interim Period, the Interim Commitment, (B) from and after the expiration of the Interim Period and prior to the Budget Acceptance Date, the lesser of (x) the Available Commitment and (y) the Borrowing Base, or (C) from and after the Budget Acceptance Date, the lesser of (x) the Total Tranche A Commitment and (y) the Borrowing Base, the Borrowers Borrower will within one (1) Business Day (i) prepay the Tranche A Loans in an amount necessary to cause the aggregate principal amount of the outstanding Tranche A Loans plus the aggregate Letter of Credit Outstandings, including unreimbursed draws, LC Exposure to be equal to or less than (A) prior to the expiration of the Interim Period, the Interim Commitment, (B) from and after the expiration of the Interim Period and prior to the Budget Acceptance Date, the lesser of (x) the Available Total Tranche A Commitment and (y) and/or the Borrowing Base, and (C) from and after as the Budget Acceptance Datecase may be, the lesser of (x) the Total Commitment and (y) the Borrowing Base and (ii) if, after giving effect to the prepayment in full of the Tranche A Loans, the aggregate LC Exposure in excess of the amount of Cash Collateralization held in the Letter of Credit Outstandings Account exceeds (A) prior to the expiration of the Interim Period, the Available Commitment, (B) from and after the expiration of the Interim Period and prior to the Budget Acceptance Date, the lesser of (x) the Available Total Tranche A Commitment and (y) and/or the Borrowing Base, (C) from and after as the Budget Acceptance Date, the lesser of (x) the Total Commitment and (y) the Borrowing Basecase may be, deposit into the Letter of Credit Account an amount equal to 105% of the amount by which the aggregate Letter of Credit Outstandings (net LC Exposure in excess of the amount of cash Cash Collateralization held in the Letter of Credit Account) Account so exceeds (A) prior to the expiration of the Interim Period, the Interim Commitment, (B) from and after the expiration of the Interim Period and prior to the Budget Acceptance Date, the lesser of (x) the Available Total Tranche A Commitment and (y) the or Borrowing Base, and (C) from and after as the Budget Acceptance Date, the lesser of (x) the Total Commitment and (y) the Borrowing Basecase may be. (b) Upon the receipt sale of any property or assets of the Borrower or any Guarantor described in clause (iv) of Section 6.11, the Borrower shall apply 50% of the Net Proceeds by any thereof received to the prepayment of the Borrowers or their Subsidiaries from any Asset Sales for which the consideration received by the Borrowers, taken together with any other Asset Sales, exceeds $5,000,000 in the aggregate from the date of this Agreement, the Borrowers shall, jointly and severally, apply such Net Proceeds as follows: first, to repay the then outstanding Loans; second, deposit an amount in the Letter of Credit Account up to 105% of the then Letter of Credit Outstandings; and thereafter, such Net Proceeds may be retained by the Borrowers and invested in Permitted Investments or used for expenditures in the ordinary course of business (subject to compliance with the terms and conditions of this Agreement). The Commitments shall be reduced on a pro rata basis by an amount equal to the sum of (i) the Net Proceeds of the subject Asset Sale required to be applied to repay the then outstanding Loans pursuant to preceding sentence, plus (ii) the Net Proceeds of the subject Asset Sale retained by the Borrowers pursuant to the last clause of the preceding sentence. Amounts on deposit in the Letter of Credit Account as of the date of this Agreement shall remain on deposit and shall be applied in accordance with the terms and conditions clause (c) of this AgreementSection. (c) IfEach prepayment of Loans pursuant to paragraph (b) of this Section 2.13 shall be applied first, on to the Tranche A Loans of the Tranche A Lenders (without any date on which reduction in the Total Tranche A Commitment) until the Total Tranche A Commitment shall have been wholly and permanently terminated, all Tranche A Loans are shall have been paid in full (plus any accrued but unpaid interest and fees thereon) and no Letters of Credit shall be outstanding, Available or, if outstanding, then backed by Cash exceeds $60,000,000Collateralization, and second, to the Tranche B Loan of the Tranche B Lenders; provided, that if, at the time of any prepayment pursuant to paragraph (b) of this Section 2.13, the Borrowers will provide notice thereof amounts to be applied to prepay the Administrative Agent within one Business DayTranche A Loans shall exceed the Tranche A Loans outstanding at such time, and within one Business Day then such excess portion of such prepayment shall be deposited into a reserve cash collateral account under the control of the date of such notice repay Loans in an amount equal Agent to such excess (or if less, be held as collateral security in the amount of all outstanding Loansevent any additional Tranche A Loans shall be made in accordance with Section 2.01(a)(ii). (d) Upon the Termination Date, the Total Commitment shall be terminated in full and the Borrowers Borrower shall pay repay the Loans in full and(plus any accrued but unpaid interest and fees thereon) which payments shall be applied first, to the Tranche A Loans of the Tranche A Lenders until the Total Tranche A Commitment shall have been wholly and permanently terminated, all Tranche A Loans shall have been paid in full and no Letters of Credit shall be outstanding, or, if any Letter of Credit remains outstanding, then backed by Cash Collateralization, and second, to the Tranche B Loan of the Tranche B Lenders. (e) In the event that the conditions set forth in Section 4.02(f) shall have not been satisfied (or waived) within the period of time within which the Final Order is required to be entered by the Bankruptcy Court and the Agent shall have not received a Borrowing Request which shall comply with the requirements of Section 2.3(b2.04(b), the Total Tranche B Commitment shall be terminated in full.

Mandatory Prepayment; Commitment Termination. (a) If at any time the aggregate principal amount of the outstanding Loans plus the aggregate Letter of Credit Outstandings exceeds (A) prior to the expiration of the Interim Initial 125 Period, the Interim Available Commitment, and (B) from and after the expiration of the Interim Period and prior to the Budget Acceptance Date, the lesser of (x) the Available Commitment and (y) the Borrowing Base, or (C) from and after the Budget Acceptance DateInitial Period, the lesser of (x) the Total Commitment and or (y) the Borrowing Base, the Borrowers will within one three (13) Business Day Days (i) prepay the Loans in an amount necessary to cause the aggregate principal amount of the outstanding Loans plus the aggregate Letter of Credit Outstandings, including unreimbursed draws, Outstandings to be equal to or less than (A) prior to the expiration of the Interim Initial Period, the Interim Available Commitment, and (B) from and after the expiration of the Interim Period and prior to the Budget Acceptance Date, the lesser of (x) the Available Commitment and (y) the Borrowing Base, and (C) from and after the Budget Acceptance DateInitial Period, the lesser of (x) the Total Commitment and (y) the Borrowing Base Base, and (ii) if, after giving effect to the prepayment in full of the Loans, the aggregate Letter of Credit Outstandings in excess of the amount of cash held in the Letter of Credit Account exceeds (A) prior to the expiration of the Interim Initial Period, the Available Commitment, and (B) from and after the expiration of the Interim Period and prior to the Budget Acceptance Date, the lesser of (x) the Available Commitment and (y) the Borrowing Base, (C) from and after the Budget Acceptance DateInitial Period, the lesser of (x) the Total Commitment and or (y) the Borrowing Base, deposit into the Letter of Credit Account an amount equal to 105% of the amount by which the aggregate Letter of Credit Outstandings (net in excess of the amount of cash held in the Letter of Credit Account) Account so exceeds (A) prior to the expiration of the Interim Initial Period, the Interim Available Commitment, and (B) from and after the expiration of the Interim Period and prior to the Budget Acceptance Date, the lesser of (x) the Available Commitment and (y) the Borrowing Base, and (C) from and after the Budget Acceptance DateInitial Period, the lesser of (x) the Total Commitment and or (y) the Borrowing Base. (b) Upon The Borrowers shall, within two (2) Business Days of the date of receipt of the Net Proceeds by any Borrower or any of the Borrowers or their Subsidiaries from the sale, lease, transfer or other disposition of any Asset Sales for which the consideration received assets of any Borrower or any of its Subsidiaries other than sales, leases, transfers or other dispositions of assets permitted by the Borrowers, taken together with any other Asset Sales, exceeds $5,000,000 in the aggregate from the date of this Agreement, the Borrowers shallSection 6.11, jointly and severally, apply such Net Proceeds as follows: first, to repay prepay the then outstanding Loans; second, if an Event of Default shall have occurred and be continuing, deposit an amount in the Letter of Credit Account (up to 105% of the then aggregate Letter of Credit Outstandings); and thereafter, such Net Proceeds may be retained by the Borrowers and invested in Permitted Investments or used for expenditures in the ordinary course of business (subject to compliance with the terms and conditions of this Agreement). The Commitments shall be reduced on a pro rata basis by an amount equal to the sum of (i) the Net Proceeds of the subject Asset Sale required to be applied to repay the then outstanding Loans pursuant to preceding sentence, plus (ii) the Net Proceeds of the subject Asset Sale retained by the Borrowers pursuant to the last clause of the preceding sentence. Amounts on deposit in the Letter of Credit Account as of the date of this Agreement shall remain on deposit and shall be applied in accordance with the terms and conditions of this Agreement. (c) If, on any date on which Loans are outstanding, Available Cash exceeds $60,000,000, the Borrowers will provide notice thereof to the Administrative Agent within one Business Day, and within one Business Day of the date of such notice repay Loans in an amount equal to such excess (or if less, in the amount of all outstanding Loans). (d) Upon the Termination Date, the Total Commitment shall be terminated in full and the Borrowers shall pay the Loans in full and, if any Letter of Credit remains outstanding, comply with Section 2.3(b).

Mandatory Prepayment; Commitment Termination. (a) If at any time the aggregate principal amount of the outstanding Tranche A Loans plus the aggregate Letter of Credit Outstandings exceeds (A) prior to the expiration principal amount of the Interim Period, outstanding Tranche B Loans plus the Interim Commitment, (B) from and after the expiration of the Interim Period and prior to the Budget Acceptance Date, the lesser of (x) the Available Commitment and (y) the Borrowing Base, or (C) from and after the Budget Acceptance Date, LC Exposure exceeds the lesser of (x) the Total Commitment at such time and (y) (A) prior to the entry of the Final Order, the amount permitted by the Interim Order and (B) from and after the entry of the Final Order, the Borrowing BaseBase (the "Lesser Amount"), the Borrowers Borrower will within one (1) Business Day (i) prepay the Loans make a prepayment in an amount necessary to cause the aggregate principal amount of the outstanding Tranche A Loans plus the aggregate Letter principal amount of Credit Outstandings, including unreimbursed draws, the outstanding Tranche B Loans plus the LC Exposure to be equal to or less than the Lesser Amount, such prepayment to be applied to repay Tranche A Loans (Awith no corresponding commitment reduction) prior to and/or Tranche B Loans as directed by the expiration of the Interim PeriodBorrower, the Interim Commitment, (B) from and after the expiration of the Interim Period and prior to the Budget Acceptance Date, the lesser of (x) the Available Commitment and (y) the Borrowing Base, and (C) from and after the Budget Acceptance Date, the lesser of (x) the Total Commitment and (y) the Borrowing Base and (ii) if, after giving effect to the prepayment in full of the Tranche A Loans and the Tranche B Loans, the aggregate Letter of Credit Outstandings Uncollateralized LC Exposure exceeds (A) prior to the expiration of the Interim Period, the Available Commitment, (B) from and after the expiration of the Interim Period and prior to the Budget Acceptance Date, the lesser of (x) the Available Commitment and (y) the Borrowing Base, (C) from and after the Budget Acceptance Date, the lesser of (x) the Total Commitment and (y) the Borrowing BaseLesser Amount, deposit into the Letter of Credit Account an amount equal to 105% of the amount by which the aggregate Letter of Credit Outstandings Uncollateralized LC Exposure so exceeds the Lesser Amount, provided that, if on any date thereafter, the Lesser Amount (net of as recalculated on such date) exceeds the LC Exposure plus the outstanding Tranche A Loans plus the outstanding Tranche B Loans on such date, any amount of cash held in deposited into the Letter of Credit AccountAccount pursuant to subclause (ii) so exceeds (A) prior above shall be returned to the expiration of the Interim Period, the Interim Commitment, (B) from and after the expiration of the Interim Period and prior to the Budget Acceptance Date, the lesser of (x) the Available Commitment and (y) the Borrowing Base, and (C) from and after the Budget Acceptance Date, the lesser of (x) the Total Commitment and (y) the Borrowing BaseBorrower. (b) Upon If on any date the Borrower or any Guarantor shall receive Net Cash Proceeds from (i) any Asset Sale or (ii) any Recovery Event (except to the extent that Net Cash Proceeds received in connection with such Recovery Event are applied within 180 days of receipt thereof to the replacement or repair of the assets giving rise thereto), and in each case, the aggregate amount of all Net Cash Proceeds by any of the Borrowers or their Subsidiaries from any Asset Sales for which the consideration and Recovery Events received by the Borrowers, taken together with any other Borrower and the Guarantors from Asset Sales, Sales and Recovery Events occurring on and after the Closing Date exceeds $5,000,000 in 125,000,000 then (without duplication of any reduction to the aggregate from the date Borrowing Base as a result of this Agreementsuch Asset Sale or Recovery Event), the Borrowers shall, jointly and severally, apply such Net Proceeds as follows: first, to repay the then outstanding Loans; second, deposit an amount in the Letter of Credit Account up to 105% of the then Letter of Credit Outstandings; and thereafter, such Net Proceeds may be retained by the Borrowers and invested in Permitted Investments or used for expenditures in the ordinary course of business (subject to compliance with the terms and conditions of this Agreement). The Commitments shall be reduced on a pro rata basis by an amount equal to the sum 66-2/3% of such excess Net Cash Proceeds received on such date shall be promptly, and in any event, within 10 days after such date either (i) first, applied to the Net Proceeds prepayment of the subject Asset Sale required to be Tranche B Loans (with a corresponding permanent reduction of the Total Tranche B Commitments) and second, applied to repay the then outstanding prepayment of the Tranche A Loans pursuant to preceding sentence, plus (with a corresponding permanent reduction of the Total Tranche A Commitments) or (ii) deposited into a cash collateral account maintained with the Net Proceeds Administrative Agent for the benefit of the subject Asset Sale retained by holders of Liens and claims granted under the Borrowers pursuant Final Order in the order of priority set forth therein; provided that the Borrower shall be permitted to the last clause request approval of the preceding sentence. Amounts on deposit in the Letter of Credit Account as of the date of this Agreement shall remain on deposit and shall be applied Bankruptcy Court to use such proceeds in accordance with Section 363 of the terms Bankruptcy Code so long as such uses are permitted under this Agreement and conditions subject to the rights of this Agreementparties in interest to contest such request. (c) If, on any date on which Loans are outstanding, Available Cash exceeds $60,000,000, the Borrowers will provide notice thereof to the Administrative Agent within one Business Day, and within one Business Day of the date of such notice repay Loans in an amount equal to such excess (or if less, in the amount of all outstanding Loans). (d) Upon the Termination Date, the Total Commitment shall be terminated in full and the Borrowers Borrower shall pay repay the Loans in full and, if any Letter of Credit remains outstanding, comply with Section 2.3(b)full.

Mandatory Prepayment; Commitment Termination. (a) If at any time the aggregate principal amount of the outstanding Tranche A Loans plus the aggregate Letter principal amount of Credit Outstandings the outstanding Tranche B Loan plus the LC Exposure exceeds the amount (the “Maximum Amount”) equal to (A) prior to the expiration of the Interim Period, the Interim Commitment, (B) from and after the expiration of the Interim Period and prior to the Budget Acceptance Date, the lesser of (x) the Available Total First-Priority Commitment at such time and (y) the Borrowing Base, or minus (CB) from and after the Budget Acceptance Dateif Available Liquidity at such time is less than $500,000,000, $200,000,000 (any such excess amount, the lesser of (x) the Total Commitment and (y) the Borrowing Base“Excess Drawn Amount”), the Borrowers Borrower will within one (1) Business Day the Prepayment Period (i) prepay the Loans make a prepayment in an amount amount, if any, necessary to cause the aggregate principal amount of the outstanding Tranche A Loans plus the aggregate Letter principal amount of Credit Outstandings, including unreimbursed draws, the outstanding Tranche B Loan plus the LC Exposure to be equal to or less than the Maximum Amount, such prepayment to be applied to repay Tranche A Loans (Awith no corresponding commitment reduction) prior to and/or Tranche B Loan as directed by the expiration of the Interim PeriodBorrower, the Interim Commitment, (B) from and after the expiration of the Interim Period and prior to the Budget Acceptance Date, the lesser of (x) the Available Commitment and (y) the Borrowing Base, and (C) from and after the Budget Acceptance Date, the lesser of (x) the Total Commitment and (y) the Borrowing Base and (ii) if, after giving effect to the prepayment in full of the LoansTranche A Loans and the Tranche B Loan, the aggregate Letter of Credit Outstandings Uncollateralized LC Exposure exceeds (A) prior to the expiration of the Interim Period, the Available Commitment, (B) from and after the expiration of the Interim Period and prior to the Budget Acceptance Date, the lesser of (x) the Available Commitment and (y) the Borrowing Base, (C) from and after the Budget Acceptance Date, the lesser of (x) the Total Commitment and (y) the Borrowing BaseMaximum Amount, deposit into the Letter of Credit Account an amount equal to 105% of the amount by which the aggregate Letter of Credit Outstandings (net of the amount of cash held in the Letter of Credit Account) Uncollateralized LC Exposure so exceeds (A) prior to the expiration of the Interim PeriodLesser Amount, provided that, if on any date thereafter, the Interim CommitmentMaximum Amount (as recalculated on such date) exceeds the LC Exposure plus the outstanding Tranche A Loans plus the outstanding Tranche B Loan on such date, (B) from and after the expiration of the Interim Period and prior to the Budget Acceptance Date, the lesser of (x) the Available Commitment and (y) the Borrowing Base, and (C) from and after the Budget Acceptance Date, the lesser of (x) the Total Commitment and (y) the Borrowing Base. (b) Upon the receipt of the Net Proceeds by any of the Borrowers or their Subsidiaries from any Asset Sales for which the consideration received by the Borrowers, taken together with any other Asset Sales, exceeds $5,000,000 in the aggregate from the date of this Agreement, the Borrowers shall, jointly and severally, apply such Net Proceeds as follows: first, to repay the then outstanding Loans; second, deposit an amount in deposited into the Letter of Credit Account up to 105% of the then Letter of Credit Outstandings; and thereafter, such Net Proceeds may be retained by the Borrowers and invested in Permitted Investments or used for expenditures in the ordinary course of business (subject to compliance with the terms and conditions of this Agreement). The Commitments shall be reduced on a pro rata basis by an amount equal to the sum of (i) the Net Proceeds of the subject Asset Sale required to be applied to repay the then outstanding Loans pursuant to preceding sentence, plus subclause (ii) above shall be returned to the Net Proceeds of the subject Asset Sale retained Borrower. For purposes hereof, “Prepayment Period” shall mean within one Business Day or, if a Qualifying GM Borrowing Notice has been delivered by the Borrowers pursuant Borrower to General Motors Corporation, within three Business Days, and a “Qualifying GM Borrowing Notice” shall mean a notice of borrowing delivered by the last clause of Borrower to General Motors Corporation requesting a borrowing under the preceding sentence. Amounts on deposit in the Letter of Credit Account as of the date of this GM-Delphi Agreement shall remain on deposit and shall be applied in accordance with the terms and conditions of this Agreement. (c) If, on any date on which Loans are outstanding, Available Cash exceeds $60,000,000, the Borrowers will provide notice thereof to the Administrative Agent within one Business Day, and within one Business Day of the date of such notice repay Loans GM-Delphi Agreement in an amount at least equal to the Excess Drawn Amount so long as, at such excess (or if lesstime, in such amount shall then be fully available and permitted to be drawn by the amount of all outstanding Loans)Borrower under the GM-Delphi Agreement. (d) Upon the Termination Date, the Total Commitment shall be terminated in full and the Borrowers shall pay the Loans in full and, if any Letter of Credit remains outstanding, comply with Section 2.3(b).