Common use of Mandatory Prepayments and Mandatory Reductions of Revolving Loan Commitments Clause in Contracts

Mandatory Prepayments and Mandatory Reductions of Revolving Loan Commitments. The Loans shall be prepaid and/or the Revolving Loan Commitments shall be permanently reduced in the amounts and under the circumstances set forth below, all such prepayments and/or reductions to be applied as set forth below or as more specifically provided in subsection 2.4B(iv): (a) PREPAYMENTS AND REDUCTIONS FROM NET ASSET SALE PROCEEDS. No later than the date of receipt by Borrower or any of its Subsidiaries of any Net Asset Sale Proceeds in respect of any Asset Sale, Borrower shall either (1) prepay the Loans and/or the Revolving Loan Commitments shall be permanently reduced in an aggregate amount equal to such Net Asset Sale Proceeds or (2) so long as no Potential Event of Default or Event of Default shall have occurred and be continuing and to the extent that aggregate Net Asset Sale Proceeds for such Fiscal Year exceed $1,000,000, deliver to Administrative Agent an Officer's Certificate setting forth (x) that portion of such Net Asset Sale Proceeds that Borrower or such Subsidiary intends to reinvest in equipment or other productive assets of the general type used in the business of Borrower and its Subsidiaries within 180 days of such date of receipt and (y) the proposed use of such portion of the Net Asset Sale Proceeds and such other information with respect to such reinvestment as Administrative Agent may reasonably request, and Borrower shall, or shall cause one or more of its Subsidiaries to, promptly and diligently apply such portion to such reinvestment purposes. Pending any such reinvestment, such Net Asset Sale Proceeds shall be held in the Collateral Account pledged to Administrative Agent for the ratable benefit of Lenders. In addition, Borrower shall, no later than 180 days after receipt of such Net Asset Sale Proceeds that have not theretofore been applied to the Obligations or that have not been so reinvested as provided above, make an additional prepayment of the Loans (and/or the Revolving Loan Commitments shall be permanently reduced) in the full amount of all such Net Asset Sale Proceeds. (b) PREPAYMENTS AND REDUCTIONS FROM NET INSURANCE/CONDEMNATION PROCEEDS. No later than the first Business Day following the date of receipt by Administrative Agent or by Borrower or any of its Subsidiaries of any Net Insurance/Condemnation Proceeds in excess of $500,000 in the aggregate for such Fiscal Year that are not applied to restoration or reconstruction pursuant to the provisions of subsection 6.4C, immediately following the 180th day occurring after the receipt by Borrower or any of its Subsidiaries of such Net Insurance/Condemnation Proceeds, Borrower shall prepay the Loans and/or the Revolving Loan Commitments shall be permanently reduced in an aggregate amount equal to the amount of such Net Insurance/Condemnation Proceeds. (c) PREPAYMENTS AND REDUCTIONS DUE TO REVERSION OF SURPLUS ASSETS OF PENSION PLANS. On the date of return to Borrower or any of its Subsidiaries or any surplus assets of any Pension Plan of Borrower or any of its Subsidiaries, Borrower shall prepay the Loans and/or the Revolving Loan Commitments shall be permanently reduced in an aggregate amount (such amount being the "NET PENSION PROCEEDS") equal to 100% of such returned surplus assets, net of transaction costs and expenses incurred in obtaining such return, including incremental taxes payable as a result thereof.

Mandatory Prepayments and Mandatory Reductions of Revolving Loan Commitments. The Loans shall be prepaid and/or the Revolving Loan Commitments shall be permanently reduced in the amounts and under the circumstances set forth below, all such prepayments and/or reductions to be applied as set forth below or as more specifically provided in subsection 2.4B(iv): (a) PREPAYMENTS AND REDUCTIONS FROM NET ASSET SALE PROCEEDSPrepayments and Reductions From Net Asset Sale Proceeds. No later than the first Business Day following the date of receipt by Borrower Company or any of its Domestic Subsidiaries of any Net Asset Sale Proceeds in respect of any Asset Sale, Borrower Company shall either (1) prepay the Loans and/or the Revolving Loan Commitments shall be permanently reduced in an aggregate amount equal to such Net Asset Sale Proceeds or (2) Proceeds; provided, however, that so long as no Potential Event of Default or Event of Default shall have has occurred and is continuing, no such prepayment shall be continuing and required to the extent that aggregate Net Asset Sale Proceeds for such Fiscal Year exceed $1,000,000, deliver Company determines to Administrative Agent utilize an Officer's Certificate setting forth (x) that portion amount of such Net Asset Sale Proceeds that Borrower or such Subsidiary intends to reinvest in equipment or other productive assets of the general type used in the business of Borrower and its Subsidiaries within 180 days of such date of receipt and (y) the proposed use of such portion of the Net Asset Sale Proceeds and such other information with respect to such reinvestment as Administrative Agent may reasonably request, and Borrower shall, or shall cause from one or more Asset Sales not to exceed $10,000,000 in the aggregate during the term of its Subsidiaries to, promptly this Agreement to replace the assets so sold and diligently apply such portion Company so utilizes or contractually commits to utilize (and thereafter so utilizes pursuant to such reinvestment purposes. Pending any such reinvestment, contract) such Net Asset Sale Proceeds shall be held in the Collateral Account pledged to Administrative Agent for the ratable benefit of Lenders. In addition, Borrower shall, no later than 180 days after receipt of such Net Asset Sale Proceeds that have not theretofore been applied to the Obligations or that have not been so reinvested as provided above, make an additional prepayment within six months of the Loans (and/or the Revolving Loan Commitments shall be permanently reduced) in the full amount of all such Net Asset Sale Proceedsreceipt thereof. (b) PREPAYMENTS AND REDUCTIONS FROM NET INSURANCE/CONDEMNATION PROCEEDSPrepayments and Reductions from Net Insurance/ Condemnation Proceeds. No later than the first five Business Day Days following the date of receipt by Administrative Agent or by Borrower Company or any of its Domestic Subsidiaries of any Net Insurance/Condemnation Proceeds in excess of $500,000 in the aggregate for such Fiscal Year that are not applied to restoration or reconstruction pursuant to the provisions of subsection 6.4C250,000, immediately following the 180th day occurring after the receipt by Borrower or any of its Subsidiaries of such Net Insurance/Condemnation Proceeds, Borrower Company shall prepay the Loans and/or the Revolving Loan Commitments shall be permanently reduced in an aggregate amount equal to the amount of such Net Insurance/Condemnation Proceeds. (c) PREPAYMENTS AND REDUCTIONS DUE TO REVERSION OF SURPLUS ASSETS OF PENSION PLANS. On the date ; provided, however, that so long as no Event of return to Borrower or any of its Subsidiaries or any surplus assets of any Pension Plan of Borrower or any of its SubsidiariesDefault has occurred and is continuing, Borrower shall prepay the Loans and/or the Revolving Loan Commitments no such prepayment shall be permanently reduced in an aggregate amount (required to the extent Company determines to utilize such amount being Net Insurance/Condemnation Proceeds to replace, rebuild or repair the "NET PENSION PROCEEDS") equal asset damaged, destroyed or taken, and Company so utilizes or contractually commits to 100% utilize such Net Insurance/Condemnation Proceeds within 18 months of such returned surplus assets, net of transaction costs and expenses incurred in obtaining such return, including incremental taxes payable as a result the receipt thereof.

Mandatory Prepayments and Mandatory Reductions of Revolving Loan Commitments. The Loans shall be prepaid and/or the Revolving Loan Commitments shall be permanently reduced in the amounts and under the circumstances set forth below, all such prepayments and/or reductions to be applied as set forth below or as more specifically provided in subsection 2.4B(iv): (a) PREPAYMENTS AND REDUCTIONS FROM NET ASSET SALE PROCEEDSPrepayments and Reductions From Net Asset Sale Proceeds. No later than the date of receipt by Borrower Company or any of its Subsidiaries of any Net Asset Sale Proceeds in respect of any Asset Sale, Borrower Company shall either (1) prepay the Loans and/or the Revolving Loan Commitments shall be permanently reduced in an aggregate amount equal to such Net Asset Sale Proceeds or (2) ), so long as no Potential Event of Default under subsection 8.1, 8.6, 8.7 or 8.9 or Event of Default shall have occurred and be continuing and no Potential Event of Default under subsection 8.8 shall have occurred and be continuing for more than 30 days and to the extent that aggregate Net Asset Sale Proceeds for such Fiscal Year from the Closing Date through the date of determination do not exceed $1,000,000500,000, deliver to Administrative Agent an Officer's Certificate setting forth (x) that portion of such Net Asset Sale Proceeds that Borrower Company or such Subsidiary intends to reinvest in equipment or other productive assets of the general type used in the business of Borrower Company and its Subsidiaries within 180 days of such date of receipt and (y) the proposed use of such portion of the Net Asset Sale Proceeds and such other information with respect to such reinvestment as Administrative Agent may reasonably request, and Borrower Company shall, or shall cause one or more of its Subsidiaries to, promptly and diligently within such 180-day period apply such portion to such reinvestment purposes. Pending any ; provided, however, that such reinvestment, such portion of the Net Asset Sale Proceeds shall be held applied to prepay outstanding Revolving Loans (without a reduction in Revolving Loan Commitments) to the Collateral Account pledged to Administrative Agent for the ratable benefit of Lendersfull extent thereof. In addition, Borrower Company shall, no later than 180 days after receipt of such Net Asset Sale Proceeds that have not theretofore been applied to the Obligations or that have not been so reinvested as provided above, make an additional prepayment of the Loans (and/or the Revolving Loan Commitments shall be permanently reduced) in the full amount of all such Net Asset Sale ProceedsProceeds that have not been so applied or reinvested. (b) PREPAYMENTS AND REDUCTIONS FROM NET INSURANCE/CONDEMNATION PROCEEDS. No later than the first Business Day following the date of receipt by Administrative Agent or by Borrower or any of its Subsidiaries of any Net Insurance/Condemnation Proceeds in excess of $500,000 in the aggregate for such Fiscal Year that are not applied to restoration or reconstruction pursuant to the provisions of subsection 6.4C, immediately following the 180th day occurring after the receipt by Borrower or any of its Subsidiaries of such Net Insurance/Condemnation Proceeds, Borrower shall prepay the Loans and/or the Revolving Loan Commitments shall be permanently reduced in an aggregate amount equal to the amount of such Net Insurance/Condemnation Proceeds. (c) PREPAYMENTS AND REDUCTIONS DUE TO REVERSION OF SURPLUS ASSETS OF PENSION PLANS. On the date of return to Borrower or any of its Subsidiaries or any surplus assets of any Pension Plan of Borrower or any of its Subsidiaries, Borrower shall prepay the Loans and/or the Revolving Loan Commitments shall be permanently reduced in an aggregate amount (such amount being the "NET PENSION PROCEEDS") equal to 100% of such returned surplus assets, net of transaction costs and expenses incurred in obtaining such return, including incremental taxes payable as a result thereof.

Mandatory Prepayments and Mandatory Reductions of Revolving Loan Commitments. The Loans shall be prepaid and/or and the Revolving Loan Commitments shall be permanently reduced in the amounts and under the circumstances set forth below, all such prepayments and/or reductions to be applied as set forth below or as more specifically manner provided in subsection 2.4B(iv):2.4C upon the occurrence of the following circumstances: (a) PREPAYMENTS AND REDUCTIONS FROM NET ASSET SALE PROCEEDSPrepayments and Reductions from Asset Sales. No later than the second Business Day following the date of receipt by Borrower Company or any of its Subsidiaries of any the Net Asset Sale Cash Proceeds in respect of any Asset Sale, Borrower shall either Sale (1) prepay the Loans and/or the Revolving Loan Commitments shall be permanently reduced in an aggregate amount equal to such Net Asset Sale Proceeds or (2) so long as no Potential Event of Default or Event of Default shall have occurred and be continuing and to the extent that aggregate Net Asset Sale Proceeds for such Fiscal Year exceed $1,000,000, deliver to Administrative Agent an Officer's Certificate setting forth (x) that other than any portion of such Net Asset Sale Cash Proceeds that Borrower is reinvested (or such Subsidiary intends to reinvest scheduled for reinvestment) in equipment or other productive assets of the general type used in the business of Borrower Company and its Subsidiaries within 180 360 days of such from the date of receipt of such Net Cash Proceeds), Company shall prepay the Loans (and/or the Revolving Loan Commitments shall be reduced) in an aggregate amount equal to such Net Cash Proceeds; provided, however, that Company may not reinvest (or schedule for reinvestment) Net Cash Proceeds (x) upon the occurrence and during the continuation of an Event of Default and (y) until the proposed use earlier of such portion of (1) the Net Asset Sale Proceeds Term Loan Conversion Date and such other information with respect to such reinvestment as Administrative Agent may reasonably request, and Borrower shall, or shall cause one or more of its Subsidiaries to, promptly and diligently apply such portion to such reinvestment purposes(2) the first Anniversary. Pending any such reinvestment, such Net Asset Sale Proceeds shall be held in the Collateral Account pledged to Administrative Agent for the ratable benefit of Lenders. In addition, Borrower Company shall, no later than 180 360 days after receipt of any such Net Asset Sale Cash Proceeds that have not theretofore been applied to the Obligations or that have not been so reinvested as provided aboveObligations, make an additional prepayment of the Loans (and/or the Revolving Loan Commitments shall be permanently reduced) in the full amount of all such Net Asset Sale Proceeds. (b) PREPAYMENTS AND REDUCTIONS FROM NET INSURANCE/CONDEMNATION PROCEEDSproceeds that have not therefore been so reinvested. No later than the first Business Day following the date Concurrently with any prepayment of receipt by Administrative Agent or by Borrower or any of its Subsidiaries of any Net Insurance/Condemnation Proceeds in excess of $500,000 in the aggregate for such Fiscal Year that are not applied to restoration or reconstruction pursuant to the provisions of subsection 6.4C, immediately following the 180th day occurring after the receipt by Borrower or any of its Subsidiaries of such Net Insurance/Condemnation Proceeds, Borrower shall prepay the Loans and/or reduction of the Commitments pursuant to this subsection 2.4B(iii)(a), Company shall deliver to Administrative Agent an Officer's Certificate demonstrating the derivation of the Net Cash Proceeds of the correlative Asset Sale from the gross sales price thereof. In the event that Company shall, at any time after receipt of Cash Proceeds of any Asset Sale requiring a prepayment or a reduction of the Revolving Loan Commitments shall be permanently reduced pursuant to this subsection 2.4B(iii)(a), determine that the prepayments and/or reductions of the Revolving Loan Commitments previously made in respect of such Asset Sale were in an aggregate amount less than that required by the terms of this subsection 2.4B(iii)(a), Company shall promptly cause to be made an additional prepayment of the Loans (and/or reduction in the Revolving Loan Commitments) in an amount equal to the amount of any such deficit, and Company shall concurrently therewith deliver to Administrative Agent an Officer's Certificate demonstrating the derivation of the additional Net Insurance/Condemnation ProceedsCash Proceeds resulting in such deficit. (c) PREPAYMENTS AND REDUCTIONS DUE TO REVERSION OF SURPLUS ASSETS OF PENSION PLANS. On the date of return to Borrower or any of its Subsidiaries or any surplus assets of any Pension Plan of Borrower or any of its Subsidiaries, Borrower shall prepay the Loans and/or the Revolving Loan Commitments shall be permanently reduced in an aggregate amount (such amount being the "NET PENSION PROCEEDS") equal to 100% of such returned surplus assets, net of transaction costs and expenses incurred in obtaining such return, including incremental taxes payable as a result thereof.

Mandatory Prepayments and Mandatory Reductions of Revolving Loan Commitments. The Loans shall be prepaid and/or the Revolving Loan Commitments and/or the LC Facility Commitment as the case may be, shall be permanently reduced in the amounts and under the circumstances set forth below, all such prepayments and/or reductions to be applied as set forth below or as more specifically provided in subsection 2.4B(iv): (a) PREPAYMENTS AND REDUCTIONS FROM NET ASSET SALE PROCEEDSPrepayments and Reductions From Net Asset Sale Proceeds. No later than the date Within 3 Business Days of receipt by Borrower Parent or any of its Subsidiaries of any Net Asset Sale Proceeds in respect of Asset Sales in an aggregate amount in excess of $3,000,000 in any Fiscal Year (any such Net Asset SaleSale Proceeds being the "REPAYABLE NET ASSET SALE PROCEEDS"), Borrower shall either (1) prepay the Loans and/or the Revolving Loan Commitments and/or the LC Facility Commitment, as the case may be, shall be permanently reduced in an aggregate amount equal to such Net Asset Sale Proceeds or (2) so long as no Potential Event of Default or Event of Default shall have occurred and be continuing and to the extent that aggregate Net Asset Sale Proceeds for such Fiscal Year exceed $1,000,000continuing, deliver to Administrative Agent an Officer's Certificate setting forth (x) that portion of such Net Asset Sale Proceeds that Borrower Parent or such Subsidiary intends to reinvest in equipment or other productive assets of the general type used in the business of Borrower Parent and its Subsidiaries within 180 365 days of such date of receipt and (y) the proposed use of such portion of the Net Asset Sale Proceeds and such other information with respect to such reinvestment as Administrative Agent may reasonably request, and Borrower Parent shall, or shall cause one or more of its Subsidiaries to, promptly and diligently apply such portion to such reinvestment purposes. Pending any ; provided, however, that pending such reinvestment, such portion of the Net Asset Sale Proceeds shall be held applied to prepay outstanding Revolving Loans (without a reduction in Revolving Loan Commitments) to the Collateral Account pledged to Administrative Agent for the ratable benefit of Lendersfull extent thereof. In addition, Borrower shall, no later than 180 365 days after receipt of such Net Asset Sale Proceeds that have not theretofore been applied to the Obligations or that have not been so reinvested as provided above, make an additional prepayment of the Loans (and/or the Revolving Loan Commitments and/or the LC Facility Commitments, as the case may be, shall be permanently reduced) in the full amount of all such Net Asset Sale Proceeds. (b) PREPAYMENTS AND REDUCTIONS FROM NET INSURANCEPrepayments and Reductions from Net Insurance/CONDEMNATION PROCEEDSCondemnation Proceeds. No later than the first third Business Day following the date of receipt by Administrative Agent or by Borrower Parent or any of its Subsidiaries of any Net Insurance/Condemnation Proceeds in excess of $500,000 in the aggregate for such Fiscal Year that are not required to be applied to restoration or reconstruction prepay the Loans and/or reduce the Revolving Loan Commitments and/or the LC Facility Commitment, as the case may be, pursuant to the provisions of subsection 6.4C, immediately following the 180th day occurring after the receipt by Borrower or any of its Subsidiaries of such Net Insurance/Condemnation Proceeds, Borrower shall prepay the Loans and/or the Revolving Loan Commitments shall be permanently reduced in an aggregate amount equal to the amount of such Net Insurance/Condemnation Proceeds. (c) PREPAYMENTS AND REDUCTIONS DUE TO REVERSION OF SURPLUS ASSETS OF PENSION PLANS. On the date of return to Borrower or any of its Subsidiaries or any surplus assets of any Pension Plan of Borrower or any of its Subsidiaries, Borrower shall prepay the Loans and/or the Revolving Loan Commitments shall be permanently reduced in an aggregate amount (such amount being the "NET PENSION PROCEEDS") equal to 100% of such returned surplus assets, net of transaction costs and expenses incurred in obtaining such return, including incremental taxes payable as a result thereof.

Mandatory Prepayments and Mandatory Reductions of Revolving Loan Commitments. The Loans shall be prepaid and/or the Revolving Loan Commitments shall be permanently reduced in the amounts and under the circumstances set forth below, 41 42 all such prepayments and/or reductions to be applied as set forth below or as more specifically provided in subsection 2.4B(iv): (a) PREPAYMENTS AND REDUCTIONS FROM NET ASSET SALE PROCEEDSPrepayments and Reductions From Net Asset Sale Proceeds. No later than the first Business Day following the date of receipt by Borrower Company or any of its Subsidiaries of any Net Asset Sale Proceeds in respect of any Asset SaleSale (excluding up to $10,000,000 in proceeds from the sale of existing computer equipment under the Company's Information Systems outsourcing contract), Borrower Company shall either (1) prepay the Loans and/or the Revolving Loan Commitments shall be permanently reduced in an aggregate amount equal to such Net Asset Sale Proceeds or (2) so long as no Potential Event of Default or Event of Default shall have occurred and be continuing and to the extent that aggregate Net Asset Sale Proceeds for such Fiscal Year exceed $1,000,000continuing, deliver to Administrative Agent an Officer's Certificate setting forth (x) that portion of such Net Asset Sale Proceeds that Borrower Company or such Subsidiary intends to reinvest in equipment or other productive assets apply within 364 days of the general type used in the business of Borrower and its Subsidiaries within 180 days of such date of receipt and (y) the proposed use of such portion of the Net Asset Sale Proceeds and such (i) to make investments in, to make capital expenditures relating to, or to acquire other information tangible assets, (ii) to make Capital Contributions, or (iii) with respect to Net Asset Sale Proceeds received from an Asset Sale by a Regulated Subsidiary which are not permitted under applicable Healthcare Regulations to be distributed or otherwise transferred without the consent or approval of a Healthcare Regulator, to retain such reinvestment as Administrative Agent may reasonably requestNet Asset Sale Proceeds. In addition, and Borrower Company shall, or shall cause one or more of its Subsidiaries to, promptly and diligently apply such portion to such reinvestment purposes. Pending any such reinvestment, such Net Asset Sale Proceeds shall to such purposes; provided that mandatory prepayments required to be held in the Collateral Account pledged made from Asset Sales by Regulated Subsidiaries will be subject to Administrative Agent for the ratable benefit of Lenderscompliance with applicable regulatory requirements, including without limitation any Healthcare Regulations. In addition, Borrower Company shall, no later than 180 days the 365th day after receipt of such any Net Asset Sale Proceeds that Company intends to reinvest as provided in clause (2)(i) above and as described in the Officer's Certificate delivered pursuant to clause (2) above that have not theretofore been applied to the Obligations or that have not been so reinvested as provided abovereinvested, make an additional prepayment of the Loans (and/or the Revolving Loan Commitments shall be permanently reduced) in the full amount of all such Net Asset Sale Proceeds. (b) PREPAYMENTS AND REDUCTIONS FROM NET INSURANCE/CONDEMNATION PROCEEDS. No later than the first Business Day following the date of receipt by Administrative Agent or by Borrower or any of its Subsidiaries of any Net Insurance/Condemnation Proceeds in excess of $500,000 in the aggregate for such Fiscal Year that are not applied to restoration or reconstruction pursuant to the provisions of subsection 6.4C, immediately following the 180th day occurring after the receipt by Borrower or any of its Subsidiaries of such Net Insurance/Condemnation Proceeds, Borrower shall prepay the Loans and/or the Revolving Loan Commitments shall be permanently reduced in an aggregate amount equal to the amount of such Net Insurance/Condemnation Proceedsso reinvested. (c) PREPAYMENTS AND REDUCTIONS DUE TO REVERSION OF SURPLUS ASSETS OF PENSION PLANS. On the date of return to Borrower or any of its Subsidiaries or any surplus assets of any Pension Plan of Borrower or any of its Subsidiaries, Borrower shall prepay the Loans and/or the Revolving Loan Commitments shall be permanently reduced in an aggregate amount (such amount being the "NET PENSION PROCEEDS") equal to 100% of such returned surplus assets, net of transaction costs and expenses incurred in obtaining such return, including incremental taxes payable as a result thereof.

Mandatory Prepayments and Mandatory Reductions of Revolving Loan Commitments. The Loans shall be prepaid and/or the Revolving Loan Commitments shall be permanently reduced in the amounts and under the circumstances set forth below, all such prepayments and/or reductions to be applied as set forth below or as more specifically provided in subsection 2.4B(iv2.4C(iv): (a) PREPAYMENTS AND REDUCTIONS FROM NET ASSET SALE PROCEEDSPrepayments and Reductions From Net Asset Sale Proceeds. No later than the first Business Day following the date of receipt by Borrower Company or any of its Subsidiaries of any Net Asset Sale Proceeds in respect of any Asset Sale, Borrower Company shall either (1) prepay the Loans and/or the Revolving Loan Commitments shall be permanently reduced in an aggregate amount equal to such Net Asset Sale Proceeds or (2) so long as no Potential Event of Default or Event of Default shall have occurred and be continuing and to the extent that aggregate Net Asset Sale Proceeds for such Fiscal Year exceed $1,000,000, deliver to Administrative Agent an Officer's Certificate setting forth (x) that portion of such Net Asset Sale Proceeds that Borrower or such Subsidiary intends to reinvest in equipment or other productive assets of the general type used in the business of Borrower and its Subsidiaries within 180 days of such date of receipt and (y) the proposed use of such portion of the Net Asset Sale Proceeds and such other information with respect to such reinvestment as Administrative Agent may reasonably request, and Borrower shall, or shall cause one or more of its Subsidiaries to, promptly and diligently apply such portion to such reinvestment purposes. Pending any such reinvestment, such Net Asset Sale Proceeds shall be held in the Collateral Account pledged to Administrative Agent for the ratable benefit of Lenders. In addition, Borrower shall, no later than 180 days after receipt of such Net Asset Sale Proceeds that have not theretofore been applied to the Obligations or that have not been so reinvested as provided above, make an additional prepayment of the Loans (and/or the Revolving Loan Commitments shall be permanently reduced) in the full amount of all such Net Asset Sale Proceeds. (b) PREPAYMENTS AND REDUCTIONS FROM NET INSURANCEPrepayments and Reductions from Net Insurance/CONDEMNATION PROCEEDSCondemnation Proceeds. No later than the first Business Day following the date of receipt by Administrative Agent or by Borrower Company or any of its Subsidiaries of any Net Insurance/Condemnation Proceeds in excess of $500,000 in the aggregate for such Fiscal Year that are not applied to restoration or reconstruction pursuant to the provisions of subsection 6.4C, immediately following the 180th day occurring after the receipt by Borrower or any of its Subsidiaries of such Net Insurance/Condemnation Proceeds, Borrower Company shall prepay the Loans and/or the Revolving Loan Commitments shall be permanently reduced in an aggregate amount equal to the amount of such Net Insurance/Condemnation Proceeds. ; provided, however, that no such prepayment shall be required to the extent (ci) PREPAYMENTS AND REDUCTIONS DUE TO REVERSION OF SURPLUS ASSETS OF PENSION PLANS. On under the terms of any lease or other agreement existing on the date hereof such Net Insurance/Condemnation Proceeds are required to be used to replace, rebuild or repair the asset so damaged, destroyed or taken or (ii) Company determines to utilize such Net Insurance/Condemnation Proceeds to replace, rebuild or repair the asset damaged, destroyed or taken, and in each case referred to in clauses (i) and (ii) above, Company so utilizes such Net Insurance/Condemnation Proceeds within 18 months of return to Borrower or any of its Subsidiaries or any surplus assets of any Pension Plan of Borrower or any of its Subsidiaries, Borrower shall prepay the Loans and/or the Revolving Loan Commitments shall be permanently reduced in an aggregate amount (such amount being the "NET PENSION PROCEEDS") equal to 100% of such returned surplus assets, net of transaction costs and expenses incurred in obtaining such return, including incremental taxes payable as a result receipt thereof.

Mandatory Prepayments and Mandatory Reductions of Revolving Loan Commitments. The Loans shall be prepaid and/or the Revolving Loan Commitments shall be permanently reduced in the amounts and under the circumstances set forth below, all such prepayments and/or reductions to be applied as set forth below or as more specifically provided in subsection 2.4B(iv): (a) PREPAYMENTS AND REDUCTIONS FROM NET ASSET SALE PROCEEDSPrepayments and Reductions From Net Asset Sale Proceeds. No later than the first Business Day following the date of receipt by Borrower Company or any of its Subsidiaries of any Net Asset Sale Proceeds in respect of any Asset Sale, Borrower Company shall either (1) prepay the Loans and/or the Revolving Loan Commitments shall be permanently reduced in an aggregate amount equal to such Net Asset Sale Proceeds or (2) so long as no Potential Event of Default or Event of Default shall have occurred and be continuing and to the extent that aggregate Net Asset Sale Proceeds for such Fiscal Year exceed $1,000,000, deliver to Administrative Agent an Officer's Certificate setting forth (x) that portion of such Net Asset Sale Proceeds that Borrower or such Subsidiary intends to reinvest in equipment or other productive assets of the general type used in the business of Borrower and its Subsidiaries within 180 days of such date of receipt and (y) the proposed use of such portion of the Net Asset Sale Proceeds and such other information with respect to such reinvestment as Administrative Agent may reasonably request, and Borrower shall, or shall cause one or more of its Subsidiaries to, promptly and diligently apply such portion to such reinvestment purposes. Pending any such reinvestment, such Net Asset Sale Proceeds shall be held in the Collateral Account pledged to Administrative Agent for the ratable benefit of Lenders. In addition, Borrower shall, no later than 180 days after receipt of such Net Asset Sale Proceeds that have not theretofore been applied to the Obligations or that have not been so reinvested as provided above, make an additional prepayment of the Loans (and/or the Revolving Loan Commitments shall be permanently reduced) in the full amount of all such Net Asset Sale Proceeds. (b) PREPAYMENTS AND REDUCTIONS FROM NET INSURANCEPrepayments and Reductions from Net Insurance/CONDEMNATION PROCEEDSCondemnation Proceeds. No later than the first Business Day following the date of receipt by Administrative Agent or by Borrower Company or any of its Subsidiaries of any Net Insurance/Condemnation Proceeds in excess of $500,000 in the aggregate for such Fiscal Year that are not applied to restoration or reconstruction pursuant to the provisions of subsection 6.4C, immediately following the 180th day occurring after the receipt by Borrower or any of its Subsidiaries of such Net Insurance/Condemnation Proceeds, Borrower Company shall prepay the Loans and/or the Revolving Loan Commitments shall be permanently reduced in an aggregate amount equal to the amount of such Net Insurance/Condemnation Proceeds. ; provided, however, that no such prepayment shall be required to the extent (ci) PREPAYMENTS AND REDUCTIONS DUE TO REVERSION OF SURPLUS ASSETS OF PENSION PLANS. On under the terms of any lease or other agreement existing on the date hereof to the extent such Net Insurance/Condemnation Proceeds are required to be used to replace, rebuild or repair the asset so damaged, destroyed or taken or (ii) Company determines to utilize such Net Insurance/Condemnation Proceeds to replace, rebuild or repair the asset damaged, destroyed or taken, and in each case so utilizes such Net Insurance/Condemnation Proceeds within 18 months of return to Borrower or any of its Subsidiaries or any surplus assets of any Pension Plan of Borrower or any of its Subsidiaries, Borrower shall prepay the Loans and/or the Revolving Loan Commitments shall be permanently reduced in an aggregate amount (such amount being the "NET PENSION PROCEEDS") equal to 100% of such returned surplus assets, net of transaction costs and expenses incurred in obtaining such return, including incremental taxes payable as a result receipt thereof.

Mandatory Prepayments and Mandatory Reductions of Revolving Loan Commitments. The Loans shall be prepaid and/or the Revolving Loan Commitments shall be permanently reduced in the amounts and under the circumstances set forth below, all such prepayments and/or reductions to be applied as set forth below or as more specifically provided in subsection 2.4B(iv): (a) PREPAYMENTS AND REDUCTIONS FROM NET ASSET SALE PROCEEDSPrepayments and Reductions From Net Asset Sale Proceeds. No later than the date of receipt by Borrower or any of its Subsidiaries of any Net Asset Sale Proceeds in respect of any Asset Sale, Borrower shall either (1) prepay the Loans and/or the Revolving Loan Commitments shall be permanently reduced in an aggregate amount equal to such Net Asset Sale Proceeds or (2) so long as no Potential Event of Default or Event of Default shall have occurred and be continuing and to the extent that aggregate Net Asset Sale Proceeds for such Fiscal Year exceed $1,000,000, deliver to Administrative Agent an Officer's Certificate setting forth (x) that portion of such Net Asset Sale Proceeds that Borrower or such Subsidiary intends to reinvest in equipment or other productive assets of the general type used in the business of Borrower and its Subsidiaries within 180 days of such date of receipt and (y) the proposed use of such portion of the Net Asset Sale Proceeds and such other information with respect to such reinvestment as Administrative Agent may reasonably request, and Borrower shall, or shall cause one or more of its Subsidiaries to, promptly and diligently apply such portion to such reinvestment purposes. Pending any such reinvestment, such Net Asset Sale Proceeds shall be held in the Collateral Account pledged to Administrative Agent for the ratable benefit of Lenders. In addition, Borrower shall, no later than 180 days after receipt of such Net Asset Sale Proceeds that have not theretofore been applied to the Obligations or that have not been so reinvested as provided above, make an additional prepayment of the Loans (and/or the Revolving Loan Commitments shall be permanently reduced) in the full amount of all such Net Asset Sale Proceeds. (b) PREPAYMENTS AND REDUCTIONS FROM NET INSURANCE/CONDEMNATION PROCEEDSPrepayments and Reductions from Net Insurance/ Condemnation Proceeds. No later than the first Business Day following the date of receipt by Administrative Agent or by Borrower or any of its Subsidiaries of any Net Insurance/Condemnation Proceeds is required to prepay the Loans in excess of $500,000 in the aggregate for such Fiscal Year that are not applied to restoration or reconstruction pursuant to accordance with the provisions of subsection 6.4C, immediately following the 180th day occurring after the receipt by Borrower or any of its Subsidiaries of such 6.4C with Net Insurance/Condemnation Proceeds, Borrower shall prepay the Loans and/or the Revolving Loan Commitments shall be permanently reduced in an aggregate amount equal to the amount of such Net Insurance/Condemnation Proceeds. (c) PREPAYMENTS AND REDUCTIONS DUE TO REVERSION OF SURPLUS ASSETS OF PENSION PLANS. On the date of return to Borrower or any of its Subsidiaries or any surplus assets of any Pension Plan of Borrower or any of its Subsidiaries, Borrower shall prepay the Loans and/or the Revolving Loan Commitments shall be permanently reduced in an aggregate amount (such amount being the "NET PENSION PROCEEDS") equal to 100% of such returned surplus assets, net of transaction costs and expenses incurred in obtaining such return, including incremental taxes payable as a result thereof.

Mandatory Prepayments and Mandatory Reductions of Revolving Loan Commitments. The Loans shall be prepaid and/or the Revolving Loan Commitments shall be permanently reduced in the amounts and under the circumstances set forth below, all such prepayments and/or reductions to be applied as set forth below or as more specifically provided in subsection 2.4B(iv2.4A(iv): (a) PREPAYMENTS AND REDUCTIONS FROM NET ASSET SALE PROCEEDS. No later than the first Business Day following date of receipt by Borrower Company or any of its Subsidiaries of any Net Asset Sale Proceeds in respect of any Asset Sale, Borrower Company shall either (1) prepay the Loans and/or the Revolving Loan Commitments shall be permanently reduced in an aggregate amount equal to such Net Asset Sale Proceeds or (2) so long as no Potential Event of Default or Event of Default shall have occurred and be continuing and to the extent that aggregate Net Asset Sale Proceeds for such Fiscal Year from the Closing Date through the date of determination do not exceed $1,000,0005,000,000, deliver to Administrative Agent an Officer's Certificate setting forth (x) that portion of such Net Asset Sale Proceeds that Borrower Company or such Subsidiary intends to reinvest in equipment or other productive assets of the general type used in the business of Borrower Company and its Subsidiaries within 180 270 days of such date of receipt and (y) the proposed use of such portion of the Net Asset Sale Proceeds and such other information with respect to such reinvestment as Administrative Agent may reasonably request, and Borrower Company shall, or shall cause one or more of its Subsidiaries to, promptly and diligently apply such portion to such reinvestment purposes. Pending ; PROVIDED, HOWEVER, that, pending any such reinvestmentinvestment, such portion of the Net Asset Sale Proceeds shall be held applied to prepay outstanding Revolving Loans (without a reduction in Revolving Loan Commitments) to the Collateral Account pledged to Administrative Agent for the ratable benefit of Lendersfull extent thereof. In addition, Borrower Company shall, no later than 180 270 days after receipt of such Net Asset Sale Proceeds that have not theretofore been applied to the Obligations or that have not been so reinvested as provided above, make an additional prepayment of the Loans (and/or the Revolving Loan Commitments shall be permanently reduced) in the full amount of all such Net Asset Sale Proceeds. (b) PREPAYMENTS AND REDUCTIONS FROM NET INSURANCE/CONDEMNATION PROCEEDS. No later than the first Business Day following the date of receipt by Administrative Agent or by Borrower or any of its Subsidiaries of any Net Insurance/Condemnation Proceeds in excess of $500,000 in the aggregate for such Fiscal Year that are not applied to restoration or reconstruction pursuant to the provisions of subsection 6.4C, immediately following the 180th day occurring after the receipt by Borrower or any of its Subsidiaries of such Net Insurance/Condemnation Proceeds, Borrower shall prepay the Loans and/or the Revolving Loan Commitments shall be permanently reduced in an aggregate amount equal to the amount of such Net Insurance/Condemnation Proceeds. (c) PREPAYMENTS AND REDUCTIONS DUE TO REVERSION OF SURPLUS ASSETS OF PENSION PLANS. On the date of return to Borrower or any of its Subsidiaries or any surplus assets of any Pension Plan of Borrower or any of its Subsidiaries, Borrower shall prepay the Loans and/or the Revolving Loan Commitments shall be permanently reduced in an aggregate amount (such amount being the "NET PENSION PROCEEDS") equal to 100% of such returned surplus assets, net of transaction costs and expenses incurred in obtaining such return, including incremental taxes payable as a result thereof.

Mandatory Prepayments and Mandatory Reductions of Revolving Loan Commitments. The Loans shall be prepaid and/or the Revolving Loan Commitments Commitment Amount shall be permanently reduced in the amounts and under the circumstances set forth below, all such prepayments and/or reductions to be applied as set forth below or as more specifically provided in subsection 2.4B(iv) and subsection 2.4D and shall be made after delivery of the notice required by subsection 2.4B(iii)(f): (a) PREPAYMENTS AND REDUCTIONS FROM NET ASSET SALE PROCEEDS. No later than the fifth Business Day following the date of receipt by Borrower Company or any of its Domestic Subsidiaries of any Net Asset Sale Proceeds in respect of any Asset Sale, Borrower Company shall either (1) prepay the Loans and/or the Revolving Loan Commitments Commitment Amount shall be permanently reduced in an aggregate amount equal to such Net Asset Sale Proceeds or (2) ), so long as no Potential Event of Default or Event of Default shall have occurred and be continuing and to the extent that aggregate Net Asset Sale Proceeds for such the Fiscal Year in which such proceeds are received do not exceed $1,000,000, 10,000,000 deliver to Administrative Agent an Officer's Certificate setting forth (x) that portion of such Net Asset Sale Proceeds that Borrower Company or such Subsidiary intends to reinvest in equipment or other productive assets of the general type used in the business of Borrower Company and its Subsidiaries within 180 270 days of such date of receipt and (y) the proposed use of such portion of the Net Asset Sale Proceeds and such other information with respect to such reinvestment as Administrative Agent may reasonably request, and Borrower Company shall, or shall cause one or more of its Subsidiaries to, promptly and diligently apply such portion to such reinvestment purposes. Pending any ; PROVIDED, HOWEVER, that, pending such reinvestment, such portion of the Net Asset Sale Proceeds shall be held applied to prepay outstanding Revolving Loans (without a reduction in Revolving Loan Commitment Amount) to the Collateral Account pledged to Administrative Agent for the ratable benefit of Lendersfull extent thereof. In addition, Borrower Company shall, no later than 180 270 days after receipt of such Net Asset Sale Proceeds that have not theretofore been applied to the Obligations or that have not been so reinvested as provided above, make an additional prepayment of the Loans (and/or the Revolving Loan Commitments Commitment Amount shall be permanently reduced) in the full amount of all such Net Asset Sale Proceeds. (b) PREPAYMENTS AND REDUCTIONS FROM NET INSURANCE/CONDEMNATION PROCEEDS. No later than the first fifth Business Day following the date of receipt by Administrative Agent or by Borrower Company or any of its Domestic Subsidiaries of any Net Insurance/Condemnation Proceeds in excess of $500,000 in the aggregate for such Fiscal Year that are not required to be applied to restoration or reconstruction prepay the Loans and/or reduce the Revolving Loan Commitment Amount pursuant to the provisions of subsection 6.4C, immediately following the 180th day occurring after the receipt by Borrower or any of its Subsidiaries of such Net Insurance/Condemnation Proceeds, Borrower Company shall prepay the Loans and/or the 49 Revolving Loan Commitments Commitment Amount shall be permanently reduced in an aggregate amount equal to the amount of such Net Insurance/Condemnation Proceeds. (c) PREPAYMENTS AND REDUCTIONS DUE TO REVERSION OF SURPLUS ASSETS OF PENSION PLANS. On the date of return to Borrower or any of its Subsidiaries or any surplus assets of any Pension Plan of Borrower or any of its Subsidiaries, Borrower shall prepay the Loans and/or the Revolving Loan Commitments shall be permanently reduced in an aggregate amount (such amount being the "NET PENSION PROCEEDS") equal to 100% of such returned surplus assets, net of transaction costs and expenses incurred in obtaining such return, including incremental taxes payable as a result thereof.

Mandatory Prepayments and Mandatory Reductions of Revolving Loan Commitments. The Loans shall be prepaid and/or the Revolving Loan Commitments shall be permanently reduced in the amounts and under the circumstances set forth below, all such prepayments and/or reductions to be applied as set forth below or as more specifically provided in subsection 2.4B(iv): (a) PREPAYMENTS AND REDUCTIONS FROM NET ASSET SALE PROCEEDS. No later than the first Business Day following the date of receipt by Borrower Holdings or any of its Subsidiaries of any Net Asset Sale Proceeds in respect of any Asset Sale, Borrower shall either (1) prepay the Loans and/or the Revolving Loan Commitments shall be permanently reduced in an aggregate amount equal to such Net Asset Sale Proceeds or (2) so long as no Potential Event of Default or Event of Default shall have occurred and be continuing and to the extent that aggregate Net Asset Sale Proceeds for such Fiscal Year exceed $1,000,000, deliver to Administrative Agent an Officer's Certificate setting forth (x) that portion of such Net Asset Sale Proceeds that Borrower or such Subsidiary intends to reinvest in equipment or other productive assets of the general type used in the business of Borrower and its Subsidiaries within 180 days of such date of receipt and (y) the proposed use of such portion of the Net Asset Sale Proceeds and such other information with respect to such reinvestment as Administrative Agent may reasonably request, and Borrower shall, or shall cause one or more of its Subsidiaries to, promptly and diligently apply such portion to such reinvestment purposes. Pending any such reinvestment, such Net Asset Sale Proceeds shall be held in the Collateral Account pledged to Administrative Agent for the ratable benefit of Lenders. In addition, Borrower shall, no later than 180 days after receipt of such Net Asset Sale Proceeds that have not theretofore been applied to the Obligations or that have not been so reinvested as provided above, make an additional prepayment of the Loans (and/or the Revolving Loan Commitments shall be permanently reduced) in the full amount of all such Net Asset Sale Proceeds. (b) PREPAYMENTS AND REDUCTIONS FROM NET INSURANCE/CONDEMNATION PROCEEDS. No later than the first Business Day following the date of receipt by Administrative Agent or by Borrower or any of its Subsidiaries of any Net Insurance/Condemnation Proceeds in excess of $500,000 in the aggregate for such Fiscal Year that are not applied to restoration or reconstruction pursuant to the provisions of subsection 6.4C, immediately following the 180th day occurring after the receipt by Borrower or any of its Subsidiaries of such Net Insurance/Condemnation Proceeds, Borrower shall prepay the Loans and/or the Revolving Loan Commitments shall be permanently reduced in an aggregate amount equal to the amount 100% of such Net Insurance/Condemnation Asset Sale Proceeds. . Notwithstanding the foregoing, Borrower shall not be required to make a mandatory prepayment pursuant to this subsection 2.4B(iii)(a) (cI) PREPAYMENTS AND REDUCTIONS DUE TO REVERSION OF SURPLUS ASSETS OF PENSION PLANS. On to the date of return to Borrower extent that the Net Asset Sale Proceeds received by Holdings or any of its Subsidiaries from any Asset Sale do not exceed an aggregate cumulative amount equal to $1,800,000 or any surplus (II) if the Net Asset Sale Proceeds are reinvested in assets of substantially equivalent value within 365 days of the receipt thereof; PROVIDED, HOWEVER, that the total Net Asset Sale Proceeds which may be so reinvested shall not exceed $1,000,000 in the aggregate during the term of this Agreement. If upon any Pension Plan Asset Sale, Borrower elects to reinvest the Net Asset Sale Proceeds as permitted under this subsection 2.4B(iii)(a)(II), (1) no later than the first Business Day following the consummation of Borrower or any of its Subsidiariessuch Asset Sale, Borrower shall deliver an Officers" Certificate to Administrative Agent indicating Borrower"s election to reinvest the Net Asset Sale Proceeds and (2) upon the expiration of 365 days after the date of receipt of the Net Asset Sale Proceeds of such Asset Sale, Borrower shall deliver to Administrative Agent an Officers" Certificate indicating the amount of Net Asset Sale Proceeds reinvested as of such date, the assets in which such Net Asset Sale Proceeds have been reinvested, and the amount of any remaining Net Asset Sale Proceeds which shall be applied to prepay the Loans and/or reduce the Revolving Loan Commitments shall be permanently reduced as set forth in an aggregate amount (such amount being the "NET PENSION PROCEEDS") equal to 100% of such returned surplus assets, net of transaction costs and expenses incurred in obtaining such return, including incremental taxes payable as a result thereofsubsection 2.4B(iii).

Mandatory Prepayments and Mandatory Reductions of Revolving Loan Commitments. The Loans shall be prepaid and/or the Revolving Loan Commitments Commitment shall be permanently reduced in the amounts and under the circumstances set forth below, all such prepayments and/or reductions to be applied as set forth below or as more specifically provided in subsection 2.4B(iv):: (ai) PREPAYMENTS AND REDUCTIONS FROM NET ASSET SALE PROCEEDS. No later than the date of receipt by the Borrower or any of its Subsidiaries Subsidiary of any Net Asset Sale Proceeds in respect of any Asset Sale, the Borrower shall either (1) prepay the Loans and/or the Revolving Loan Commitments Commitment Amount shall be permanently reduced in an aggregate amount equal to such Net Asset Sale Proceeds or (2) so long as no Potential Event of Default or Event of Default shall have occurred and be continuing and to the extent that aggregate Net Asset Sale Proceeds for such Fiscal Year exceed $1,000,000, deliver to Administrative Agent an Officer's Certificate setting forth (x) that portion 50% of such Net Asset Sale Proceeds that Borrower or such Subsidiary intends to reinvest in equipment or other productive assets of the general type used in the business of Borrower and its Subsidiaries within 180 days of such date of receipt and (y) the proposed use of such portion of the Net Asset Sale Proceeds and such other information with respect to such reinvestment as Administrative Agent may reasonably request, and Borrower shallProceeds, or shall cause one or more of its Subsidiaries toif the Merger Agreement has been terminated, promptly and diligently apply such portion to such reinvestment purposes. Pending any such reinvestment, such Net Asset Sale Proceeds shall be held in the Collateral Account pledged to Administrative Agent for the ratable benefit of Lenders. In addition, Borrower shall, no later than 180 days after receipt 100% of such Net Asset Sale Proceeds that have not theretofore been applied to the Obligations or that have not been so reinvested as provided above, make an additional prepayment of the Loans (and/or the Revolving Loan Commitments shall be permanently reduced) in the full amount of all such Net Asset Sale Proceeds.; (bii) PREPAYMENTS AND REDUCTIONS FROM NET INSURANCE/CONDEMNATION PROCEEDS. No later than the first Business Day following the date of receipt by Administrative Agent the Lender or by the Borrower or any of its Subsidiaries Subsidiary of any Net Insurance/Condemnation Proceeds in excess of $500,000 in the aggregate for such Fiscal Year that are not required to be applied to restoration or reconstruction prepay the Loans and/or reduce the Commitment pursuant to the provisions of subsection 6.4CSection 6.07, immediately following the 180th day occurring after the receipt by Borrower or any of its Subsidiaries of such Net Insurance/Condemnation Proceeds, Borrower shall prepay the Loans and/or the Revolving Loan Commitments Commitment shall be permanently reduced in an aggregate amount equal to the amount of such Net Insurance/Condemnation Proceeds.; (ciii) PREPAYMENTS AND REDUCTIONS DUE TO REVERSION OF SURPLUS ASSETS OF PENSION PLANS. On the date of return to receipt of the Net Securities Proceeds from the issuance of any Capital Stock of the Borrower or any of its Subsidiaries or any surplus assets of any Pension Plan Subsidiary of the Borrower or any of its Subsidiariesafter the Closing Date, the Borrower shall prepay the Loans and/or the Revolving Loan Commitments Commitment shall be permanently reduced in an aggregate amount (such amount being the "NET PENSION PROCEEDS") equal to 100% such Net Securities Proceeds; and (iv) On the date of receipt of the Net Securities Proceeds from the issuance of any Indebtedness of the Borrower or any of its Subsidiaries after the Closing Date the Borrower shall prepay the Loans and/or the Commitment shall be permanently reduced in an aggregate amount equal to such returned surplus assets, net of transaction costs and expenses incurred in obtaining such return, including incremental taxes payable as a result thereofNet Securities Proceeds.

Mandatory Prepayments and Mandatory Reductions of Revolving Loan Commitments. The Loans shall be prepaid and/or the Revolving Loan Commitments shall be permanently reduced in the amounts and under the circumstances set forth below, all such prepayments and/or reductions to be applied as set forth below or as more specifically provided in subsection 2.4B(iv): (a) PREPAYMENTS AND REDUCTIONS FROM NET ASSET SALE PROCEEDS. No later than the date of receipt by Borrower or any of its Subsidiaries of any Net Asset Sale Proceeds in respect of any Asset Sale, Borrower shall either (1) prepay the Loans and/or the Revolving Loan Commitments shall be permanently reduced in an aggregate amount equal to such Net Asset Sale Proceeds or (2) so long as no Potential Event of Default or Event of Default shall have occurred and be continuing and to the extent that aggregate Net Asset Sale Proceeds for such Fiscal Year exceed $1,000,000, deliver to Administrative Agent an Officer's Certificate setting forth (x) that portion of such Net Asset Sale Proceeds that Borrower or such Subsidiary intends to reinvest in equipment or other productive assets of the general type used in the business of Borrower and its Subsidiaries within 180 days of such date of receipt and (y) the proposed use of such portion of the Net Asset Sale Proceeds and such other information with respect to such reinvestment as Administrative Agent may reasonably request, and Borrower shall, or shall cause one or more of its Subsidiaries to, promptly and diligently apply such portion to such reinvestment purposes. Pending any such reinvestment, such Net Asset Sale Proceeds shall be held in the Collateral Account a cash collateral account pledged to Administrative Agent for the ratable benefit of Lenders. In addition, Borrower shall, no later than 180 days after receipt of such Net Asset Sale Proceeds that have not theretofore been applied to the Obligations or that have not been so reinvested as provided above, make an additional prepayment of the Loans (and/or the Revolving Loan Commitments shall be permanently reduced) in the full amount of all such Net Asset Sale Proceeds. Notwithstanding anything to the contrary contained in this subsection 2.4B(iii)(a), Borrower may reinvest the Net Asset Sale Proceeds from the sale of Borrower's corporate aircraft in a new corporate aircraft to the extent that the Net Asset Sale Proceeds do not exceed $2,000,000 in the aggregate. (b) PREPAYMENTS AND REDUCTIONS FROM NET INSURANCE/CONDEMNATION PROCEEDS. No later than the first Business Day following the date of receipt by Administrative Agent or by Borrower or any of its Subsidiaries of any Net Insurance/Condemnation Proceeds in excess of $500,000 in the aggregate for such Fiscal Year that are not applied to restoration or reconstruction pursuant to the provisions of subsection 6.4C, immediately following the 180th day occurring after the receipt by Borrower or any of its Subsidiaries of such Net Insurance/Condemnation Proceeds, Borrower shall prepay the Loans and/or the Revolving Loan Commitments shall be permanently reduced in an aggregate amount equal to the amount of such Net Insurance/Condemnation Proceeds. (c) PREPAYMENTS AND REDUCTIONS DUE TO REVERSION OF SURPLUS ASSETS OF PENSION PLANS. On the date of return to Borrower or any of its Subsidiaries or any surplus assets of any Pension Plan of Borrower or any of its Subsidiaries, Borrower shall prepay the Loans and/or the Revolving Loan Commitments shall be permanently reduced in an aggregate amount (such amount being the "NET PENSION PROCEEDS") equal to 100% of such returned surplus assets, net of transaction costs and expenses incurred in obtaining such return, including incremental taxes payable as a result thereof.

Mandatory Prepayments and Mandatory Reductions of Revolving Loan Commitments. The Loans shall be prepaid and/or the Revolving Loan Commitments shall be permanently reduced in the amounts and under the circumstances set forth below, all such prepayments and/or reductions to be applied as set forth below or as more specifically provided in subsection 2.4B(iv): (a) PREPAYMENTS AND REDUCTIONS FROM NET ASSET SALE PROCEEDSPrepayments and Reductions From Net Asset Sale Proceeds. No later than the first Business Day following the date of receipt by Borrower Company or any of its Subsidiaries of any Net Asset Sale Proceeds in respect of any Asset Sale, the applicable Borrower shall either (1) prepay the Loans and/or the Revolving Loan Commitments shall be permanently reduced in an aggregate amount equal to such Net Asset Sale Proceeds or (2) so long as no Potential Event of Default or Event of Default shall have occurred and be continuing and to the extent that aggregate Net Asset Sale Proceeds for such Fiscal Year exceed $1,000,000, deliver to Administrative Agent an Officer's Certificate setting forth (x) that portion of such Net Asset Sale Proceeds that Borrower or such Subsidiary intends to reinvest in equipment or other productive assets of the general type used in the business of Borrower and its Subsidiaries within 180 days of such date of receipt and (y) the proposed use of such portion of the Net Asset Sale Proceeds and such other information with respect to such reinvestment as Administrative Agent may reasonably request, and Borrower shall, or shall cause one or more of its Subsidiaries to, promptly and diligently apply such portion to such reinvestment purposes. Pending any such reinvestment, such Net Asset Sale Proceeds shall be held in the Collateral Account pledged to Administrative Agent for the ratable benefit of Lenders. In addition, Borrower shall, no later than 180 days after receipt of such Net Asset Sale Proceeds that have not theretofore been applied to the Obligations or that have not been so reinvested as provided above, make an additional prepayment of the Loans (and/or the Revolving Loan Commitments shall be permanently reduced) in the full amount of all such Net Asset Sale Proceeds. (b) PREPAYMENTS AND REDUCTIONS FROM NET INSURANCEPrepayments and Reductions from Net Insurance/CONDEMNATION PROCEEDSCondemnation Proceeds. No later than the first Business Day following the date of receipt by Administrative Agent or by Borrower Company or any of its Subsidiaries of any Net Insurance/Condemnation Proceeds in excess of $500,000 in the aggregate for such Fiscal Year that are not applied to restoration or reconstruction pursuant to the provisions of subsection 6.4C, immediately following the 180th day occurring after the receipt by Borrower or any of its Subsidiaries of such Net Insurance/Condemnation Proceeds, the applicable Borrower shall prepay the Loans and/or the Revolving Loan Commitments shall be permanently reduced in an aggregate amount equal to the amount of such Net Insurance/Condemnation Proceeds; provided, however, that no such prepayment shall be required to the extent (i) under the terms of any lease or other agreement existing on the date hereof such Net Insurance/Condemnation Proceeds are required to be used to replace, rebuild or repair the asset so damaged, destroyed or taken or (ii) Company determines to utilize such Net Insurance/Condemnation Proceeds to replace, rebuild or repair the asset damaged, destroyed or taken, and in each case referred to in clauses (i) and (ii) above, Company or a Subsidiary of Company so utilizes such Net Insurance/Condemnation Proceeds within 18 months of the receipt thereof. (c) PREPAYMENTS AND REDUCTIONS DUE TO REVERSION OF SURPLUS ASSETS OF PENSION PLANSPrepayment and Reductions Due to Reversion of Surplus Assets of Pension Plans. On the date of return to Borrower Company or any of its Subsidiaries or of any surplus assets of any Pension Plan of Borrower Company or any of its Subsidiaries, Borrower Company shall prepay repay the Loans and/or the Revolving Loan Commitments shall be permanently reduced in an aggregate amount (such amount being the "NET PENSION PROCEEDSNet Pension Proceeds") equal to 100% of such returned surplus assets, net of transaction costs and expenses incurred in obtaining such return, including incremental taxes payable as a result thereof.