Common use of Mandatory Prepayments of Loans Clause in Contracts

Mandatory Prepayments of Loans. (a) If on any date the Effective Amount of L/C Obligations exceeds the L/C Commitment, the Borrowers shall Cash Collateralize on such date the outstanding Letters of Credit in an amount equal to the excess of the maximum amount then available to be drawn under the Letters of Credit over the Aggregate L/C Commitment. Subject to Section 4.02, if on any date after giving effect to any Cash Collateralization made on such date pursuant to the preceding sentence, the Effective Amount of all Revolving Loans then outstanding plus the Effective Amount of all L/C Obligations exceeds the Aggregate Commitment, the Borrowers shall immediately, and without notice or demand, prepay the outstanding principal amount of the Revolving Loans and L/C Advances by an amount equal to the applicable excess. (b) The Net Proceeds of any disposition of any Loan Party’s property to be paid to the Agent pursuant to Subsection 8.02(c)(iii)(A) of this Agreement shall be paid to the Agent no later than three (3) days after receipt by the applicable Loan Party of such Net Proceeds. Any prepayments pursuant to this Subsection 2.08(b) shall be applied to the outstanding principal balance of the Revolving Loans (without any reduction in the Revolving Loan Commitment of any Lender), first to all Daily One-Month LIBOR Rate Loans and then to LIBOR Rate Loans in direct order of maturity of the Interest Periods for such LIBOR Rate Loans. The Borrowers shall pay, together with each prepayment under this Subsection 2.08(b), accrued interest on the amount prepaid.

Mandatory Prepayments of Loans. (ai) If on for any date reason the Effective Amount of Total Revolving A Outstandings at any time exceed the Aggregate Revolving A Commitments then in effect, the Company shall immediately prepay Revolving A Loans and/or Swing Line Loans made to it, and/or the Company shall Cash Collateralize the L/C Obligations, in an aggregate amount equal to such excess; provided, however, that the Company shall not be required to Cash Collateralize the L/C Obligations exceeds pursuant to this Section 2.05(b)(i) unless after the prepayment in full of the Revolving A Loans and Swing Line Loans the Total Revolving A Outstandings exceed the Aggregate Revolving A Commitments then in effect. All amounts required to be paid pursuant to this Section 2.05(b)(i) shall be applied, first, ratably to the L/C CommitmentBorrowings and the Swing Line Loans, second, to the Borrowers shall outstanding Revolving A Loans, and, third, to Cash Collateralize on such date the outstanding Letters of Credit in an amount equal to the excess of the maximum amount then available to be drawn under the Letters of Credit over the Aggregate remaining L/C CommitmentObligations. Subject to Section 4.02, if on any date after giving effect to any Cash Collateralization made on such date pursuant to Within the preceding sentence, the Effective Amount of all Revolving Loans then outstanding plus the Effective Amount of all L/C Obligations exceeds the Aggregate Commitment, the Borrowers shall immediately, and without notice or demand, prepay the outstanding principal amount parameters of the Revolving Loans and L/C Advances by an amount equal to the applicable excess. (b) The Net Proceeds of any disposition of any Loan Party’s property to be paid to the Agent pursuant to Subsection 8.02(c)(iii)(A) of this Agreement shall be paid to the Agent no later than three (3) days after receipt by the applicable Loan Party of such Net Proceeds. Any applications set forth above, prepayments pursuant to this Subsection 2.08(b) shall be applied to the outstanding principal balance of the Revolving Loans (without any reduction in the Revolving Loan Commitment of any Lender), first to all Daily One-Month LIBOR Base Rate Loans and then to LIBOR Eurocurrency Rate Loans in direct order of maturity Interest Period maturities. (ii) If for any reason the Outstanding Amount of all Revolving B Loans at any time exceeds the Aggregate Revolving B Commitments then in effect (other than solely as a result of a condition described in clause (iii) below, in which case any required prepayment shall be made in accordance with, and to the extent required by, such clause), the Borrowers shall immediately prepay Revolving B Loans in an aggregate amount equal to such excess. All amounts required to be paid pursuant to this Section 2.05(b)(ii) shall be applied first to Base Rate Loans and then to Eurocurrency Rate Loans in direct order of Interest Period maturities. (iii) If the Administrative Agent notifies the Company at any time that (i) the Outstanding Amount of all Revolving B Loans made to the UK Borrower at such time exceeds an amount equal to 105% of the Interest Periods for UK Borrower Sublimit then in effect or (ii) solely as a result of changes in the applicable Spot Rates, the Outstanding Amount of all Revolving B Loans exceeds 105% of the Aggregate Revolving B Commitments, then, within five Business Days after receipt of such LIBOR Rate Loansnotice, the Company or the UK Borrower, as the case may be, shall prepay Revolving B Loans in an aggregate amount sufficient to reduce such Outstanding Amount as of such date of payment to an amount not to exceed 100% of the UK Borrower Sublimit or the Aggregate Revolving B Commitments, as applicable, then in effect. The Borrowers shall pay, together with each prepayment All prepayments under this Subsection 2.08(b)Section 2.05(b) shall be subject to Section 3.05, accrued but otherwise without premium or penalty, and shall be accompanied by interest on the principal amount prepaidprepaid through the date of prepayment. Notwithstanding anything to the contrary herein, all payments made by the UK Borrower under this Section 2.05(b) shall be applied solely to the Obligations of the UK Borrower hereunder. Payments made by the Company hereunder may at the election of the Company be applied to Obligations of the Company or the UK Borrower.

Mandatory Prepayments of Loans. (a) If on any date the Effective Amount of L/C Obligations exceeds the L/C Commitment, the Borrowers Company shall Cash Collateralize on such date the outstanding Letters of Credit in an amount equal to the excess of the maximum amount then available to be drawn under the Letters of Credit over the Aggregate L/C Commitment. Subject to Section 4.024.04, if on any date after giving effect to any Cash Collateralization made on such date pursuant to the preceding sentence, the Effective Amount of all Revolving Loans, Swing Line Loans and Term Loans then outstanding plus the Effective Amount of all L/C Obligations exceeds the Aggregate Commitment, the Borrowers Company shall immediately, and without notice or demand, prepay the outstanding principal amount of the Revolving Loans and L/C Advances by an amount equal to the applicable excess. (b) The Net Proceeds On each January 15, beginning January 15, 1999, the Company shall prepay the Term Loans in an amount equal to fifty percent (50%) of any disposition the Excess Cash Flow, if any, generated by the Company and its Subsidiaries during the immediately preceding fiscal year of any Loan Party’s property the Company; provided, that with respect to the payment to be paid to the Agent pursuant to Subsection 8.02(c)(iii)(A) of this Agreement made on January 15, 1999, Excess Cash Flow shall be paid to measured for the Agent no later than three (3) days after receipt by the applicable Loan Party seven month period beginning on March 1, 1998. The amount of such Net Proceeds. Any prepayments pursuant to this Subsection 2.08(b) prepayment shall be applied (i) subject to paragraphs (d) and (e) below, on a ratable basis among the then outstanding Term Loans, and (ii) (A) to the outstanding principal balance extent paid in respect of fiscal years 1998, 1999 and 2000, on a ratable basis among all remaining payments in each such Term Loan, and (B) thereafter, 50% to the Revolving Loans (without any reduction payments due on such Term Loan, in the Revolving Loan Commitment order of any Lendermaturity, in the next 12 months (to the extent required), first with all remaining amounts to be applied on a ratable basis among all Daily One-Month LIBOR remaining payments in each such Term Loan. Such proceeds shall be applied first, to the extent possible, to prepay Base Rate Loans and then to LIBOR Rate Loans in direct order of maturity of the Interest Periods for such LIBOR prepay Offshore Rate Loans. The Borrowers Company shall pay, together with use its best efforts to notify the Agent and each prepayment under this Subsection 2.08(b), accrued interest on Lender holding a Term Loan of the amount prepaidof any required prepayment at least three (3) Business Days before it is made. (c) Within five (5) Business Days after the end of each fiscal quarter, the Company shall prepay the Term Loans in an amount equal to 100% of the sum of (a) the Net Proceeds realized upon all Asset Dispositions made by the Company or any Subsidiary in such fiscal quarter, (b) the insurance proceeds received by the Company or any Subsidiary in such fiscal quarter following a casualty involving such Person's Property and (c) the payments received by the Company or any Subsidiary in such fiscal quarter from a condemnation of such Person's Property, aggregating in excess of $250,000, to the extent not applied (or committed to be applied) within 90 days after the consummation or receipt thereof, as applicable, to the purchase of other assets that are not classified as current assets under GAAP and are used or useful in the business of the Company and its Subsidiaries. The amount of such prepayment shall be applied (i) subject to paragraphs (d) and (e) below, on a ratable basis among the then outstanding Term Loans, and (ii) on a ratable basis among all remaining payments in each such Term Loan with such proceeds to be applied first, to the extent possible, to prepay Base Rate Loans and then to prepay Offshore Rate Loans. The Company shall use its best efforts to notify the Agent and each Lender holding a Term Loan of the amount of any required prepayment at least three (3) Business Days before it is made.

Mandatory Prepayments of Loans. (a) If on any date the Effective Amount of L/C Obligations Working Capital Loans then outstanding exceeds the L/C Commitmentamount of such Working Capital Advance Cap, the Co-Borrowers shall Cash Collateralize on such date within three Business Days, and without notice or demand, prepay the outstanding Letters principal amount of Credit in the Working Capital Loans by an amount equal to the excess of the maximum amount then available applicable excess, such payments to be drawn under the Letters of Credit over the Aggregate L/C Commitment. Subject to Section 4.02, if applied pro rata. (b) If on any date after giving effect to any Cash Collateralization made on such date pursuant to the preceding sentence, the Effective Amount of all Revolving Acquisition Loans then outstanding plus the Effective Amount of all L/C Obligations exceeds the Aggregate CommitmentAcquisition Advance Cap, the Co-Borrowers shall immediately, and without notice or demand, prepay the outstanding principal amount of the Revolving Acquisition Loans and L/C Advances by an amount equal to the applicable excess, such payments to be applied pro rata. (bc) The Net Proceeds If on any date any L/C Obligations relating to a type of any disposition Letter of any Loan Party’s property Credit described herein exceeds the applicable L/C Cap, the Co-Borrowers shall Cash Collateralize on such date the outstanding Letters of Credit, or the outstanding type of Letters of Credit, as the case may be, in an amount equal to such excess. Any cash deposited as Cash Collateral or portion thereof, shall be paid returned to Co-Borrowers as soon as reasonably practicable after notice to Agent of the expiration, termination or satisfaction of the Letters of Credit in sufficient amounts such that the Effective Amount of all Loans then outstanding plus the Effective Amount of all L/C Obligations does not exceed the Borrowing Base Advance Cap determined as of the Collateral Position Report most recently received by the Agent pursuant to Subsection 8.02(c)(iii)(A) of this Agreement shall be paid to the Agent no later than three (3) days after receipt by the applicable Loan Party of such Net Proceeds. Any prepayments pursuant to this Subsection 2.08(b) shall be applied to the outstanding principal balance of the Revolving Loans (without any reduction in the Revolving Loan Commitment of any LenderSection 7.02(b), first to all Daily One-Month LIBOR Rate Loans and then to LIBOR Rate Loans in direct order of maturity of the Interest Periods for such LIBOR Rate Loans. The Borrowers shall pay, together with each prepayment under this Subsection 2.08(b), accrued interest on the amount prepaid.

Mandatory Prepayments of Loans. (a) The Effective Amount of all outstanding Revolving Loans, plus the Effective Amount of all L/C Obligations (such total amount being the “Aggregate Amount”) shall not at any time exceed the Borrowing Base Advance Cap. If the Aggregate Amount on any day ever exceeds the Borrowing Base Advance Cap, the Borrower shall immediately (1) repay on that date the excess amount or (2) Cash Collateralize on such date the excess amount. (b) If on any date the Effective Amount of all L/C Obligations exceeds the L/C CommitmentCap, or any LC Obligations relating to a Type of Letter of Credit described herein exceeds the applicable L/C Sub-limit Cap, the Borrowers Borrower shall Cash Collateralize on such date the outstanding Letters of Credit, or the outstanding Type of Letters of Credit, as the case may be, in an amount equal to the excess above any such cap, and on the Maturity Date, Borrower shall Cash Collateralize all then outstanding Letters of Credit in an amount equal to the excess Effective Amount of the maximum amount then available to be drawn under the Letters of Credit over the Aggregate all L/C CommitmentObligations related to such Letters of Credit. Subject to Section 4.02, if If on any date after giving effect to any Cash Collateralization made on such date pursuant to the preceding sentence, the Effective Amount of all Revolving Loans then outstanding plus the Effective Amount of all L/C Obligations exceeds the Aggregate Commitmentlesser of (a) the Borrowing Base Advance Cap or (b) the total Uncommitted Line, the Borrowers Borrower shall immediately, and without notice or demand, prepay the outstanding principal amount of the Revolving Loans and L/C Advances Borrowings by an amount equal to the applicable excess. (b) The Net Proceeds of any disposition of any Loan Party’s property to be paid to the Agent pursuant to Subsection 8.02(c)(iii)(A) of this Agreement shall be paid to the Agent no later than three (3) days after receipt by the applicable Loan Party of such Net Proceeds. Any prepayments pursuant to this Subsection 2.08(b) shall be applied to the outstanding principal balance of the Revolving Loans (without any reduction in the Revolving Loan Commitment of any Lender), first to all Daily One-Month LIBOR Rate Loans and then to LIBOR Rate Loans in direct order of maturity of the Interest Periods for such LIBOR Rate Loans. The Borrowers shall pay, together with each prepayment under this Subsection 2.08(b), accrued interest on the amount prepaid.

Mandatory Prepayments of Loans. (a) If on any date (i) the Effective Amount of Working Capital Loans then outstanding under any Advance Sub-limit Cap exceeds the amount of such Advance Sub-limit Cap, or (ii) the Effective Amount of all Working Capital Loans then outstanding plus the Effective Amount of all L/C Obligations exceeds the lesser of the aggregate of the Working Capital Commitments or the Borrowing Base Advance Cap, the Co-Borrowers shall within three Business Days, and without notice or demand, (1) prepay the outstanding principal amount of the Working Capital Loans and L/C Borrowings by an amount equal to the applicable excess, such payments to be applied pro rata, or (2) Cash Collateralize on such date the excess amount pursuant to subsection (c). (b) If on any date the Effective Amount of all Revolving Loans then outstanding under the Revolving Line exceeds the aggregate of the Revolving Commitments, the Co-Borrowers shall immediately, and without notice or demand, prepay the outstanding principal amount of the Revolving Loans by an amount equal to the applicable excess and shall be applied to the scheduled installments of the Revolving Loan in inverse order of maturity. (c) If on any date the Effective Amount of all L/C Obligations exceeds the lesser of the aggregate Working Capital Commitments or the Borrowing Base Advance Cap, or any L/C CommitmentObligations relating to a type of Letter of Credit described herein exceeds the applicable L/C Sub-limit Cap, the Co-Borrowers shall Cash Collateralize on such date the outstanding Letters of Credit, or the outstanding type of Letters of Credit, as the case may be, in an amount equal to such excess, and thirty (30) days prior to the Expiration Date, Co-Borrowers shall Cash Collateralize all then outstanding Letters of Credit in an amount equal to the excess one hundred five percent (105%) of the maximum amount then available to be drawn under the Letters Effective Amount of Credit over the Aggregate all L/C CommitmentObligations related to such Letters of Credit. Subject to Section 4.02, if If on any date after giving effect to any Cash Collateralization made on such date pursuant to the preceding sentence, the Effective Amount of all Revolving Working Capital Loans then outstanding plus the Effective Amount of all L/C Obligations exceeds the Aggregate Commitmentlesser of the aggregate Working Capital Commitments or the Borrowing Base Advance Cap, the Co-Borrowers shall immediately, and without notice or demand, prepay the outstanding principal amount of the Revolving Working Capital Loans and L/C Advances Borrowings by an amount equal to the applicable excess, such payments to be applied pro rata. Any cash deposited as cash collateral or portion thereof, shall be returned to Co-Borrowers as soon as reasonably practicable after notice to Agent of the expiration, termination or satisfaction of the Letters of Credit in sufficient amounts such that the Effective Amount of all Working Capital Loans then outstanding plus the Effective Amount of all L/C Obligations does not exceed the lesser of the aggregate Working Capital Commitments or the Borrowing Base Advance Cap. (bd) The If an increase in the aggregate Working Capital Commitments is effected as permitted under Section 2.02(a), the Co-Borrowers shall prepay any Working Capital Loans and L/C Borrowings outstanding on the date such increase is effected to the extent necessary to keep the outstanding Working Capital Commitments ratable to reflect the revised Working Capital Percentage of the Banks arising from such increase. Any prepayment made by the Co-Borrowers in accordance with this Section 2.07(d) may be made with the proceeds of Working Capital Loans made by all the Banks in connection such increase occurring simultaneously with the prepayment. (e) If an increase in the aggregate Revolving Commitments is effected as permitted under Section 2.02(b), the Co-Borrowers shall prepay any Revolving Loans outstanding on the date such increase is effected to the extent necessary to keep the outstanding Revolving Commitments ratable to reflect the revised Revolving Percentage of the Banks arising from such increase. Any prepayment made by the Co-Borrowers in accordance with this Section 2.07(e) may be made with the proceeds of Revolving Loans made by all the Banks in connection such increase occurring simultaneously with the prepayment. (f) Any Net Cash Proceeds that are Excess Sale Proceeds from the Disposition by Parent or any of its Restricted Subsidiaries of any disposition property or assets other than the following shall be immediately applied as a mandatory prepayment of the Loans: (i) Dispositions permitted by Section 7.19(a), (b), or (f), and (ii) Dispositions (not including Dispositions described in (i) above) not exceeding $500,000 individually or $1,000,000 in the aggregate during any twelve (12) month period. With respect to any Disposition not included in (i) above and in excess of the amounts set forth in (ii) above, upon receipt of Net Cash Proceeds by Parent or its Restricted Subsidiaries and until application or commitment thereof as provided in the definition of “Excess Sales Proceeds,” Parent or its Restricted Subsidiaries shall maintain such Net Cash Proceeds in a Bank Blocked Account. (g) Immediately upon the consummation by Parent or any of its Restricted Subsidiaries of any issuance of Additional Debt (but without waiving the requirements of the Agent and/or any Bank’s consent to any such issuance in violation of any Loan Party’s property to be paid Document), the Co- Borrowers shall make a mandatory prepayment on the Loans in an amount equal to the Agent pursuant to Subsection 8.02(c)(iii)(ANet Cash Proceeds from any such issuance. (h) of this Agreement Each prepayment under Section 2.07(f) and (g) shall be paid applied ratably to prepay: (i) so long as no Event of Default has occurred and is continuing, the Agent no later than three (3) days after receipt by Effective Amount of the applicable Loan Party of such Net Proceeds. Any prepayments pursuant to this Subsection 2.08(b) Revolving Loans and shall be applied to the outstanding principal balance scheduled installments of the Revolving Loan in inverse order of maturity, without permanent reduction of the aggregate Revolving Commitments; or (ii) if Event of Default has occurred and is continuing, (A) the Effective Amount of the Revolving Loans (without any reduction in and shall be applied to the scheduled installments of the Revolving Loan Commitment of any Lender), first to all Daily One-Month LIBOR Rate Loans and then to LIBOR Rate Loans in direct inverse order of maturity and (2) the Effective Amount of the Interest Periods for such LIBOR Rate Working Capital Loans. The Borrowers In each case of clauses (i) and (ii) above, such payments shall paybe made to the Revolving Banks and the Working Capital Banks, together with each prepayment under this Subsection 2.08(b)as applicable, accrued interest on the amount prepaida pro rata basis.

Mandatory Prepayments of Loans. (a) If on If, at any date time, the Effective Amount aggregate Revolving Credit Exposure of L/C Obligations all Lenders exceeds the L/C CommitmentRevolving Credit Commitment Amount then in effect, the Borrowers shall Cash Collateralize on such date the outstanding Letters of Credit in an amount equal to the excess of the maximum amount then available to be drawn under the Letters of Credit over the Aggregate L/C Commitment. Subject to Section 4.02, if on any date including after giving effect to any Cash Collateralization made on mandatory commitment reductions under Section 2.13(b), then the Borrowers shall promptly (i) prepay Loans in an aggregate amount sufficient to eliminate such date pursuant to excess and (ii) if any such excess remains after prepaying all of the preceding sentence, the Effective Amount Borrowings as a result of all Revolving Loans then outstanding plus the Effective Amount of all any L/C Obligations exceeds Exposure, pay to the Aggregate CommitmentAdministrative Agent, the Borrowers shall immediately, and without notice or demand, prepay the outstanding principal amount on behalf of the Revolving Loans and Lenders, Cash Collateral, as provided in Section 8.4(b), in respect of L/C Advances by Exposure existing at such time in an aggregate amount equal sufficient to the applicable eliminate such remaining excess. (b) The Net Proceeds If, as of the last Business Day of any disposition calendar month (each such date, an “Excess Cash Test Date”), (i) Loans or Reimbursement Obligations are outstanding and (ii) Available Cash exceeds $250,000,000, then the Company shall notify the Administrative Agent thereof pursuant to Section 6.6(e) and the Borrowers shall prepay, or cause to be prepaid, within five (5) Business Days after such Excess Cash Test Date, Loans in an aggregate amount equal to the lesser of (x) the amount sufficient to eliminate such excess Available Cash as of such Excess Cash Test Date and (y) the principal amount of Loans then outstanding. (c) If, immediately after giving pro forma effect to an Asset Sale of any Loan Party’s property Rig (other than an Excluded Rig), (i) the Collateral Coverage Ratio is less than 5.00 to be paid to 1.00 or (ii) the Agent pursuant to Subsection 8.02(c)(iii)(A) of this Agreement shall be paid to the Agent Additional Collateral Rig Test is not satisfied (any such Asset Sale, an “Asset Sale Prepayment Trigger Event”), then no later than three the date that is ten (310) days Business Days after receipt of the Net Cash Proceeds of such Asset Sale by the applicable Loan Party Company or any Restricted Subsidiary (the “Reinvestment Notice Deadline”), the Borrowers shall prepay, or cause to be prepaid, Loans in an aggregate amount equal to 100% of such Net Cash Proceeds. Any prepayments , unless on or prior to the applicable Reinvestment Notice Deadline, the Company (A) notifies the Administrative Agent in writing of the intent of one or more Credit Parties and Restricted Subsidiaries to reinvest all or a portion of such Net Cash Proceeds (it being understood that such description shall not be binding) (a “Reinvestment Notice”) in (I) one or more Related Business Assets or (II) an Investment constituting a Permitted Acquisition within the relevant Designated Reinvestment Period following receipt of such Net Cash Proceeds; provided that (x) no Event of Default shall have occurred and be continuing at the time of the application of such Net Cash Proceeds for such reinvestment and (y) any such Net Cash Proceeds not actually reinvested within the relevant Designated Reinvestment Period in accordance with the foregoing shall be promptly applied by the Borrowers to prepay the Loans immediately upon the expiration of such Designated Reinvestment Period and/or (B) delivers an Additional Collateral Rig Election; provided, further, that if the Company has made an Additional Collateral Rig Election on or prior to the applicable Reinvestment Notice Deadline, but has failed to cause both (I) the Additional Collateral Rig Test to be satisfied and (II) the Collateral Coverage Ratio to be equal to or greater than 5.00 to 1.00 on or prior to the applicable Additional Collateral Rig Deadline, then on the applicable Additional Collateral Rig Deadline, the Borrowers shall prepay, or cause to be prepaid, on or prior to such Additional Collateral Rig Deadline, Loans in an aggregate amount equal to the positive difference, if any, between (1) 100% of such Net Cash Proceeds and (2) the portion of such Net Cash Proceeds that are the subject of a Reinvestment Notice with respect to such Asset Sale (if any) and that are not required to be applied to prepay the Loans pursuant to this Subsection 2.08(bSection 2.10(c) as a result of such Reinvestment Notice. (d) If the Administrative Agent shall notify the Company that the Administrative Agent has determined that any prepayment is required under Section 2.10(a), the applicable Borrower shall make such prepayment no later than the second (2nd) Business Day following the Company’s receipt of such notice from the Administrative Agent. Any mandatory prepayment of Loans pursuant hereto shall not be limited by the notice or minimum prepayment requirements set forth in Section 2.9. Except as set forth in Section 2.13(b), any prepayment or Cash Collateralization pursuant to this Section 2.10 shall be applied made without any corresponding reduction to the outstanding principal balance of the Revolving Loans (without any reduction in the Revolving Loan Credit Commitment of any Lender), first to all Daily One-Month LIBOR Rate Loans and then to LIBOR Rate Loans in direct order of maturity of the Interest Periods for Amount. Each such LIBOR Rate Loans. The Borrowers shall pay, together with each prepayment under this Subsection 2.08(b), Section 2.10 shall be accompanied by a payment of all accrued and unpaid interest on the amount prepaidLoans prepaid and any applicable breakage fees and funding losses pursuant to Section 2.11.

Mandatory Prepayments of Loans. (ai) If on for any date reason the Effective Amount of Total Revolving Outstandings at any time exceed the Aggregate Revolving Commitments then in effect, the Borrower shall immediately prepay Revolving Loans and/or the Swing Line Loans and/or Cash Collateralize the L/C Obligations exceeds in an aggregate amount equal to such excess; provided, however, that the Borrower shall not be required to Cash Collateralize the L/C Commitment, the Borrowers shall Cash Collateralize on such date the outstanding Letters of Credit in an amount equal to the excess of the maximum amount then available to be drawn under the Letters of Credit over the Aggregate L/C Commitment. Subject to Section 4.02, if on any date after giving effect to any Cash Collateralization made on such date Obligations pursuant to this Section 2.05(b)(i) unless after the preceding sentence, the Effective Amount of all Revolving Loans then outstanding plus the Effective Amount of all L/C Obligations exceeds the Aggregate Commitment, the Borrowers shall immediately, and without notice or demand, prepay the outstanding principal amount prepayment in full of the Revolving Loans and Swing Line Loans the Total Revolving Outstandings exceed the Aggregate Revolving Commitments then in effect. (ii) If the Administrative Agent notifies the Borrower at any time that the Outstanding Amount of all Loans and L/C Advances by Obligations denominated in Alternative Currencies at such time exceeds an amount equal to 105% of the applicable excessAlternative Currency Sublimit then in effect, the Borrower shall, within two Business Days after receipt of such notice, prepay Loans and/or Cash Collateralize the L/C Obligations, in an aggregate amount sufficient to reduce the Outstanding Amount as of such date of paymentto an amount not to exceed 100% of the Alternative Currency Sublimit then in effect. The Administrative Agent may, at any time and from time to time after the initial deposit of such Cash Collateral, request that additional Cash Collateral be provided in order to protect against the results of further exchange rate fluctuations. (biii) The Net Proceeds If the Borrower is required to make a mandatory prepayment of any disposition Eurocurrency Rate Loans under Section 2.05(b)(ii), so long as no Event of any Loan Party’s property Default exists, the Borrower shall have the right, in lieu of making such prepayment in full, to be paid deposit an amount equal to such mandatory prepayment with the Administrative Agent in a cash collateral account maintained (pursuant to documentation reasonably satisfactory to the Agent pursuant to Subsection 8.02(c)(iii)(AAdministrative Agent) by and in the sole dominion and control of this Agreement the Administrative Agent. Any amounts so deposited shall be paid to the Agent no later than three (3) days after receipt held by the applicable Loan Party Administrative Agent as collateral for the prepayment of such Net Proceeds. Any prepayments pursuant to this Subsection 2.08(b) Eurocurrency Rate Loans and shall be applied to the outstanding principal balance prepayment of the Revolving applicable Eurocurrency Rate Loans (without at the end of the current Interest Periods applicable thereto or, sooner, at the election of the Administrative Agent, upon the occurrence of an Event of Default. At the request of the Borrower, amounts so deposited shall be invested by the Administrative Agent in Cash Equivalents maturing on or prior to the date or dates on which it is anticipated that such amounts will be applied to prepay such Eurocurrency Rate Loans; any reduction in interest earned on such Cash Equivalents will be for the Revolving Loan Commitment account of the Borrower and the Borrower will deposit with the Administrative Agent the amount of any Lender), first loss on any such Cash Equivalents to all Daily One-Month LIBOR Rate Loans and then to LIBOR Rate Loans the extent necessary in direct order of maturity that the amount of the Interest Periods for such LIBOR Rate Loans. The Borrowers shall pay, together prepayment to be made with each prepayment under this Subsection 2.08(b), accrued interest on the amount prepaiddeposited amounts may not be reduced.

Mandatory Prepayments of Loans. (a) If on any date the Effective Amount of L/C Obligations exceeds the L/C Commitment, the The Borrowers shall Cash Collateralize on such date prepay the outstanding Letters of Credit Loans in accordance with Section 5.08(e) below in an amount equal to the excess one hundred percent (100%) of the maximum Net Cash Proceeds of all sales or dispositions consummated after the Closing Date by the Borrowers and their Subsidiaries of non-current assets (except for sales and dispositions permitted by Section 9.03) in any Fiscal Year. To the extent any prepayment is required under this Section 5.08(a) such prepayment shall be due no later than five (5) Business Days after the expiration of the applicable acquisition or capital investment period set forth above, along with a detailed calculation showing all deductions from gross proceeds in order to arrive at Net Cash Proceeds. (b) The Borrowers shall prepay the Loans in accordance with Section 5.08(e) below in an amount then available equal to be drawn under one hundred percent (100%) of the Letters Net Cash Proceeds from the issuance of Credit over the Aggregate L/C Commitment. Subject Subordinated Debt pursuant to Section 4.028.10 hereof, if on any date after giving effect to any provided that, so long as no Default or Event of Default has occurred and is continuing, and the Borrowers shall have prepaid the Loans from the Net Cash Collateralization made on such date Proceeds of the issuance of Subordinated Debt pursuant to the preceding sentence, the Effective Amount of all Revolving Loans then outstanding plus the Effective Amount of all L/C Obligations exceeds the Aggregate CommitmentSection 8.10 in an amount equal to at least $7,500,000, the Borrowers shall immediatelybe required to prepay the Loans in accordance with Section 5.08(e) below in an amount equal to fifty percent (50%) of the Net Cash Proceeds from the issuance of any other Subordinated Debt. Such prepayment shall be made on the day such Subordinated Debt transaction is consummated. (c) The Borrowers shall prepay the Loans in an amount equal to one hundred percent (100%) of the Net Cash Proceeds from the issuance by any Borrower of Stock (except for Stock issued with respect to employee stock options more particularly described on Schedule 7.24) or debt securities. Such prepayment shall be made no later than the Business Day following the date of receipt by any Borrower of any such Net Cash Proceeds. (d) The Borrowers shall, and without notice or demandconcurrently with the delivery of the financial information required under Section 8.07(a) with respect to each Fiscal Year (but in no event later than the date such information is required to be delivered) commencing with the delivery of the financial information with respect to Fiscal Year 2001, prepay make a mandatory prepayment of the outstanding principal amount of the Revolving Loans and L/C Advances by (i) in an amount equal to fifty percent (50%) of Excess Cash Flow for each Fiscal Year for which Leverage Ratio, as reported in the applicable excesscompliance certificate required by Section 8.07(c) and delivered with the financial information required under Section 8.07(A) with respect to such Fiscal Year, is less than 2.50:1.00, or (ii) in an amount equal to sixty percent (60%) of Excess Cash Flow for each Fiscal Year for which Leverage Ratio, as reported in the compliance certificate required by Section 8.07(c) and delivered with the financial information required under Section 8.07(a) with respect to such Fiscal Year, is equal to or in excess of 2.50:1.00; provided, however, that the Borrowers shall not be required to prepay the Term Loans pursuant to this Section 5.08(d) with respect to any Fiscal Year, to the extent any such prepayment would cause the sum of (A) the amount of prepayments of the Term Loans made during such Fiscal Year pursuant to this Section 5.08(d), plus (B) the amount of principal repayments of the Term Loans made during such Fiscal Year pursuant to Section 3.01(c) and 4.01(c), to be in excess of $6,000,000. (be) The Net Proceeds of any disposition of any Loan Party’s property to be paid to the Agent pursuant to Subsection 8.02(c)(iii)(A) of Prepayments required under this Agreement shall be paid to the Agent no later than three (3) days after receipt by the applicable Loan Party of such Net Proceeds. Any prepayments pursuant to this Subsection 2.08(b) Section 5.08 shall be applied as follows: first to the outstanding Administrative Agent's Fee and reimbursable expenses of the Administrative Agent then due and payable pursuant to any of the Credit Documents; second, to all other Fees and reimbursable expenses of the Lenders and the Issuing Banks then due and payable pursuant to any of the Credit Documents, pro rata to the Lenders and the Issuing Banks based on their respective pro rata share of such expenses; third, to the interest then due and payable on the Term Loans made pro rata to the Term Lenders based on their respective Pro Rata Shares of the Term Loan Commitments, fourth, to the principal balance of the Term Loans applied pro rata against the remaining installments of principal due in respect of the Term Loans, until the same shall have been paid in full, pro rata to the Term Lenders based on their respective Pro Rata share of the Term Loan Commitments, fifth, if required pursuant to subsections 5.08(a), (b) and (c) above, to the interest then due and payable on the Revolving Loans made pro rata to the Revolving Lenders based on their respective Pro Rata Shares of the Revolving Credit Commitments, sixth, if required pursuant to subsections 5.08(a), (b) and (c) above, to the principal balance of the Revolving Loans (without any reduction applied pro rata against the remaining installments of principal due in respect of the Revolving Loan Commitment of any Lender)Loans, first until the same shall have been paid in full, pro rata to all Daily One-Month LIBOR Rate Loans and then to LIBOR Rate Loans in direct order of maturity the Revolving Credit Lenders based on their respective Pro Rata share of the Interest Periods for such LIBOR Rate Loans. The Borrowers shall pay, together with each prepayment under this Subsection 2.08(b), accrued interest on the amount prepaidRevolving Credit Commitments.

Mandatory Prepayments of Loans. (a) If on any date In the Effective Amount of L/C Obligations exceeds the L/C Commitment, the Borrowers shall Cash Collateralize event and on such date the outstanding Letters occasion (whether upon delivery of Credit in an amount equal to the excess of the maximum amount then available to be drawn under the Letters of Credit over the Aggregate L/C Commitment. Subject a Borrowing Base Certificate pursuant to Section 4.025.1(i), if on any date after giving effect to any Cash Collateralization made on such date a Monthly Certificate pursuant to Section 5.1(j) or a BPO pursuant to Section 5.1(k) or any other circumstance) that (i) the preceding sentence, the Effective Amount of all Total Revolving Loans then outstanding plus exceed the Effective Amount of all L/C Obligations exceeds Total Commitments or (ii) the Aggregate Commitment, the Borrowers shall immediately, and without notice or demand, prepay the outstanding aggregate principal amount of the Revolving Loans and L/C Advances by exceed the Borrowing Base, the Borrower shall within 30 days after such occasion prepay the Loans in an aggregate amount equal to the applicable excesssuch excess or cause one or more additional Eligible Credit Tenant Lease Assets or Eligible Loan Assets to become Covered Assets in accordance with Section 2.18. (b) The Net Proceeds Any prepayment of any disposition of any Loan Party’s property Loans pursuant to this Section 2.11 shall be paid made upon notice (which shall be irrevocable unless otherwise agreed by the Administrative Agent) delivered to the Agent pursuant to Subsection 8.02(c)(iii)(A) of this Agreement shall be paid to the Administrative Agent no later than 12:00 Noon (New York City time), three (3) days after Eurodollar Business Days prior thereto, in the case of Eurodollar Loans, and no later than 12:00 Noon (New York City time), one (1) Business Day prior thereto, in the case of Base Loans, which notice shall specify the date and amount of prepayment and whether the prepayment is of Eurodollar Loans or Base Rate Loans; provided, that if a Eurodollar Loan is prepaid on any day other than the last day of the Interest Period applicable thereto, the Borrower shall also pay any amounts owing pursuant to Section 2.14. Upon receipt by of any such notice the applicable Loan Party Administrative Agent shall promptly notify each Bank thereof. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein. The application of such Net Proceeds. Any prepayments any mandatory prepayment pursuant to this Subsection 2.08(b) Section 2.11 shall be applied made, first, to Base Rate Loans, and second, to Eurodollar Loans. Each prepayment of the Loans under this Section 2.11 shall be accompanied by accrued and unpaid interest thereon to the outstanding principal balance date of the Revolving Loans (without any reduction in the Revolving Loan Commitment of any Lender), first to all Daily One-Month LIBOR Rate Loans and then to LIBOR Rate Loans in direct order of maturity of the Interest Periods for such LIBOR Rate Loans. The Borrowers shall pay, together with each prepayment under this Subsection 2.08(b), accrued interest on the amount so prepaid.

Mandatory Prepayments of Loans. (a) If on any date the Effective Amount of L/C Obligations exceeds the L/C Commitment, the Borrowers shall Cash Collateralize on such date the outstanding Letters of Credit in an amount equal to the excess of the maximum amount then available to be drawn under the Letters of Credit over the Aggregate L/C Commitment. Subject to Section 4.02, if on any date (after giving effect to any Cash Collateralization made other payments on such date) (A) the aggregate Dollar Equivalent amount of Revolving Facility Usage exceeds the aggregate Revolving Credit Commitments, (B) the Dollar Equivalent amount of Revolving Credit Loans from a Lender exceeds such Lender's Revolving Credit Commitment minus such Lender's Ratable Share of the Dollar Equivalent amount of Letter of Credit Obligations, or (C) the Swing Loans outstanding exceed the Swing Loan Sublimit; then, in the case of each of the foregoing, the applicable Borrower or the Company shall prepay on such date pursuant to the preceding sentence, the Effective Amount of all Revolving Loans then outstanding plus the Effective Amount of all L/C Obligations exceeds the Aggregate Commitment, the Borrowers shall immediately, and without notice or demand, prepay the outstanding principal amount of the Revolving Loans and L/C Advances by and, after Loans have been paid in full, any Unpaid Drawings, in an aggregate amount at least equal to such excess and conforming in the case of partial prepayments of Loans to the requirements as to the amounts of partial prepayments of Loans that are contained in Section 5.6 [Voluntary Prepayments]; provided, however, that if such excess results solely from fluctuations in the exchange rates related to any Optional Currencies applicable to any of the Loans or unpaid drawings, then neither the applicable excess. (b) The Net Proceeds of any disposition of any Loan Party’s property to be paid to Borrower nor the Agent pursuant to Subsection 8.02(c)(iii)(A) of this Agreement Company shall be paid obligated to the Agent no later than three (3) days after receipt by the applicable Loan Party of such Net Proceeds. Any prepayments make a prepayment pursuant to this Subsection 2.08(bSection 5.7.1 unless and/or until (1) shall be applied to the outstanding principal balance aggregate Dollar Equivalent amount of Revolving Facility Usage exceeds 105% of the aggregate of the Revolving Credit Commitments, or (2) the Dollar Equivalent amount of Revolving Credit Loans (without any reduction in the from a Lender exceeds 105% of such Lender's Revolving Loan Credit Commitment of any minus such Lender), first to all Daily One-Month LIBOR Rate Loans and then to LIBOR Rate Loans in direct order of maturity 's Ratable Share of the Interest Periods for Dollar Equivalent amount of Letter of Credit Obligations, and, in all cases governed by this proviso, such LIBOR Rate Loans. The Borrowers prepayment shall pay, together with each prepayment under this Subsection 2.08(b), accrued interest on not be required until the amount prepaidthird (3rd) Business Day after the date such excess first arose.

Mandatory Prepayments of Loans. (a) If on any date the Effective Amount of L/C Obligations exceeds the L/C Commitment, the Borrowers shall Cash Collateralize on such date the outstanding Letters of Credit in an amount equal to the excess of the maximum amount then available to be drawn under the Letters of Credit over the Aggregate L/C Commitment. Subject to Section 4.02, if on any date (after giving effect to any Cash Collateralization made other payments on such date) (A) the aggregate Dollar Equivalent amount of Revolving Facility Usage exceeds the aggregate Revolving Credit Commitments, (B) the Dollar Equivalent amount of Revolving Credit Loans from a Lender exceeds such Lender’s Revolving Credit Commitment minus such Lender’s Ratable Share of the Dollar Equivalent amount of Letter of Credit Obligations, or (C) the Swing Loans outstanding exceed the Swing Loan Sublimit; then, in the case of each of the foregoing, the applicable Borrower or the Company shall prepay on such date pursuant to the preceding sentence, the Effective Amount of all Revolving Loans then outstanding plus the Effective Amount of all L/C Obligations exceeds the Aggregate Commitment, the Borrowers shall immediately, and without notice or demand, prepay the outstanding principal amount of the Revolving Loans and L/C Advances by and, after Loans have been paid in full, any Unpaid Drawings, in an aggregate amount at least equal to such excess and conforming in the case of partial prepayments of Loans to the requirements as to the amounts of partial prepayments of Loans that are contained in Section 5.6 [Voluntary Prepayments]; provided, however, that if such excess results solely from fluctuations in the exchange rates related to any Optional Currencies applicable to any of the Loans or unpaid drawings, then neither the applicable excess. (b) The Net Proceeds of any disposition of any Loan Party’s property to be paid to Borrower nor the Agent pursuant to Subsection 8.02(c)(iii)(A) of this Agreement Company shall be paid obligated to the Agent no later than three (3) days after receipt by the applicable Loan Party of such Net Proceeds. Any prepayments make a prepayment pursuant to this Subsection 2.08(bSection 5.7.1 unless and/or until (1) shall be applied to the outstanding principal balance aggregate Dollar Equivalent amount of Revolving Facility Usage exceeds 105% of the aggregate of the Revolving Credit Commitments, or (2) the Dollar Equivalent amount of Revolving Credit Loans (without any reduction in the from a Lender exceeds 105% of such Lender’s Revolving Loan Credit Commitment of any minus such Lender), first to all Daily One-Month LIBOR Rate Loans and then to LIBOR Rate Loans in direct order of maturity ’s Ratable Share of the Interest Periods for such LIBOR Rate Loans. The Borrowers shall pay, together with each prepayment under this Subsection 2.08(b), accrued interest on the Dollar Equivalent amount prepaidof Letter of Credit Obligations.

Mandatory Prepayments of Loans. (a) If on any date or after the Effective Amount Date any Equity Issuance or Incurrence of L/C Obligations exceeds Indebtedness shall occur (excluding (i) issuances of Equity Interests to Comcast, GE or their respective affiliates and (ii) any Indebtedness incurred by any Restricted Subsidiary in accordance with Section 7.02 other than clause (f) thereof), an amount equal to 100% of the L/C CommitmentNet Cash Proceeds thereof shall be applied not later than 5 Business Days following the receipt of such Net Cash Proceeds toward the prepayment of the Loans. (b) If on or after the Effective Date the Borrower or any of its Restricted Subsidiaries shall receive Net Cash Proceeds from any Asset Sale or Recovery Event then, unless a Reinvestment Notice shall be delivered in respect thereof, such Net Cash Proceeds shall be applied not later than 5 Business Days following the Borrowers receipt of such Net Cash Proceeds toward the prepayment of the Loans; provided, that, notwithstanding the foregoing, (i) the aggregate Net Cash Proceeds of Asset Sales and Recovery Events that may be excluded from the foregoing requirement pursuant to a Reinvestment Notice shall Cash Collateralize not exceed $100,000,000 in the aggregate and (ii) on such date the outstanding Letters of Credit in each Reinvestment Prepayment Date, an amount equal to the excess Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied toward the prepayment of the maximum amount then available to be drawn under the Letters of Credit over the Aggregate L/C Commitment. Subject to Section 4.02, if on any date after giving effect to any Cash Collateralization made on such date pursuant to the preceding sentence, the Effective Amount of all Revolving Loans then outstanding plus the Effective Amount of all L/C Obligations exceeds the Aggregate Commitment, the Borrowers shall immediately, and without notice or demand, prepay the outstanding principal amount of the Revolving Loans and L/C Advances by an amount equal to the applicable excessLoans. (bc) The Net Proceeds Administrative Agent will promptly notify each Lender of any disposition such mandatory prepayment of any the Loans. Each such Lender’s Loan Party’s property to be paid to the Agent pursuant to Subsection 8.02(c)(iii)(A) of this Agreement shall be paid to the Agent no later than three (3) days after receipt reduced pro rata by the applicable Loan Party amount of such Net Proceedsprepayment. Any prepayments pursuant to this Subsection 2.08(b) prepayment of a Eurodollar Rate Loan shall be applied to the outstanding principal balance of the Revolving Loans (without any reduction in the Revolving Loan Commitment of any Lender), first to accompanied by all Daily One-Month LIBOR Rate Loans and then to LIBOR Rate Loans in direct order of maturity of the Interest Periods for such LIBOR Rate Loans. The Borrowers shall payaccrued interest thereon, together with each prepayment under this Subsection 2.08(b), accrued interest on the amount prepaidcosts set forth in Section 3.05. Mandatory prepayments of the Loans may not be reborrowed.

Mandatory Prepayments of Loans. (a) If on any date date, the Effective Amount aggregate outstanding principal balance of L/C Loans shall exceed the lesser of $100,000,000 or the aggregate Revolving Commitments, or if the aggregate outstanding principal balance of the Loans and the aggregate of all outstanding Letter of Credit Obligations exceeds shall exceed the L/C CommitmentCommitments then in effect, the Borrowers shall Cash Collateralize on such date the outstanding Letters of Credit prepay Loans in an aggregate amount equal to the such excess of the maximum together with any amount then available required to be drawn under the Letters of Credit over the Aggregate L/C Commitment. Subject paid in connection therewith pursuant to Section 4.02, if on any date after giving effect to any Cash Collateralization made on such date pursuant to the preceding sentence, the Effective Amount of all Revolving Loans then outstanding plus the Effective Amount of all L/C Obligations exceeds the Aggregate Commitment, the Borrowers shall immediately, and without notice or demand, prepay the outstanding principal amount of the Revolving Loans and L/C Advances by an amount equal to the applicable excess4.13. (b) The Net Proceeds Upon any Permitted Acquisition and Investment which, together with all other Permitted Acquisitions and Investments since the later of (i) the Closing Date or (ii) the date of the most recent Notice of Borrowing or L/C Application, shall cause the aggregate amount of Loans borrowed and all financial Letters of Credit (and all Letters of Credit which are part of the deferred purchase price of any disposition of any Loan Party’s property such acquisition) issued in Permitted Acquisitions and Investments to be paid exceed $10,000,000, the Borrowers (through the Company) will promptly send to the Agent pursuant to Subsection 8.02(c)(iii)(A) a Notice of Investment. The aggregate amount of all proceeds of all Loans used in connection with such acquisition or investment shall be repaid in equal quarterly installments, the first of which shall be due on the last Business Day of the second fiscal quarter of the Company following the closing of the acquisition or the completion of the project associated with such investment which causes the aggregate amount described in the first sentence of this Agreement Section 2.8(b) to exceed $10,000,000 and the remainder of which shall be paid fall due in their order, one each on the last Business Day of each succeeding fiscal quarter thereafter prior to the Agent no later than three Commitment Termination Date. (3c) days after receipt by the applicable Loan Party of such Net Proceeds. Any prepayments pursuant to this Subsection 2.08(b) Section 2.8 made on a day other than an Interest Payment Date for any Loan shall be applied to the outstanding principal balance of the Revolving Loans (without any reduction in the Revolving Loan Commitment of any Lender), first to all Daily One-Month LIBOR any Base Rate Loans then outstanding and then to LIBOR Eurodollar Rate Loans in direct order with the shortest Interest Periods remaining; provided, however, that if the amount of maturity Base Rate Loans then outstanding is not sufficient to satisfy the entire prepayment requirement, the Borrowers may, at their option, place any amounts which would otherwise be required to be used to prepay Eurodollar Rate Loans on a day other than the last day of the Interest Periods for Period therefor in an interest-bearing account pledged to the Agent on behalf of the Banks until the end of such LIBOR Interest Period at which time such pledged amounts will be applied to repay such Eurodollar Rate Loans. The Borrowers shall pay, together with each prepayment under this Subsection 2.08(b), accrued interest on the amount prepaid.

Mandatory Prepayments of Loans. (a) If at any time the Aggregate Amount on any day ever exceeds the Borrowing Base Advance Cap (including, in the event of a reduction of the Maximum Amount in accordance with the requirements of Section 2.01(b) or a reduction contemplated in the definition of Maximum Amount), the Borrower shall immediately (1) repay on that date the excess amount, or (2) Cash Collateralize on such date the excess amount. (b) If on any date the Effective Amount of all L/C Obligations exceeds the L/C CommitmentCap, or any L/C Obligations relating to a Type of Letter of Credit described herein exceeds the applicable L/C Sub-limit Cap, the Borrowers Borrower shall Cash Collateralize on such date the outstanding Letters of Credit, or the outstanding Type of Letters of Credit, as the case may be, in an amount equal to the excess above any such cap, and on the Expiration Date, Borrower shall Cash Collateralize all then outstanding Letters of Credit in an amount equal to the excess Effective Amount of the maximum amount then available to be drawn under the Letters of Credit over the Aggregate all L/C CommitmentObligations related to such Letters of Credit. Subject to Section 4.02, if If on any date after giving effect to any Cash Collateralization made on such date pursuant to the preceding sentence, the Effective Amount of all Revolving Loans then outstanding plus the Effective Amount of all L/C Obligations exceeds the Aggregate Commitmentlesser of (a) the Borrowing Base Advance Cap or (b) the total Uncommitted Line, the Borrowers Borrower shall immediately, and without notice or demand, prepay the outstanding principal amount of the Revolving Loans and L/C Advances Borrowings by an amount equal to the applicable excess. (b) The Net Proceeds of any disposition of any Loan Party’s property to be paid to . Prepayments received from the Agent pursuant to Subsection 8.02(c)(iii)(A) of this Agreement Borrower shall be paid allocated among the Lenders according to each Lender’s Pro Rata Share and the Administrative Agent no later than three (3) days after receipt shall promptly apply such payments in chronological order by the applicable Loan Party issuance date of such Net Proceeds. Any prepayments pursuant to this Subsection 2.08(b) shall be applied to Lender’s Obligation (the outstanding principal balance of the Revolving Loans (without any reduction in the Revolving Loan Commitment of any Lenderoldest Obligation being repaid first), first to all Daily One-Month LIBOR Rate Loans and then to LIBOR Rate Loans in direct order of maturity of the Interest Periods for such LIBOR Rate Loans. The Borrowers shall pay, together with each prepayment under this Subsection 2.08(b), accrued interest on the amount prepaid.

Mandatory Prepayments of Loans. (a) If on any date (i) the Effective Amount of Working Capital Loans then outstanding under any Advance Sub-limit Cap exceeds the amount of such Advance Sub-limit Cap, or (ii) the Effective Amount of all Working Capital Loans then outstanding plus the Effective Amount of all L/C Obligations exceeds the lesser of the aggregate of the Working Capital Commitments or the Borrowing Base Advance Cap, the Co-Borrowers shall within three Business Days, and without notice or demand, (1) prepay the outstanding principal amount of the Working Capital Loans and L/C Borrowings by an amount equal to the applicable excess, such payments to be applied pro rata, or (2) Cash Collateralize on such date the excess amount pursuant to subsection (c). (b) If on any date the Effective Amount of all Revolving Loans then outstanding under the Revolving Line exceeds the aggregate of the Revolving Commitments, the Co-Borrowers shall immediately, and without notice or demand, prepay the outstanding principal amount of the Revolving Loans by an amount equal to the applicable excess and shall be applied to the scheduled installments of the Revolving Loan in inverse order of maturity. (c) If on any date the Effective Amount of all L/C Obligations exceeds the lesser of the aggregate Working Capital Commitments or the Borrowing Base Advance Cap, or any L/C CommitmentObligations relating to a type of Letter of Credit described herein exceeds the applicable L/C Sub-limit Cap, the Co-Borrowers shall Cash Collateralize on such date the outstanding Letters of Credit, or the outstanding type of Letters of Credit, as the case may be, in an amount equal to such excess, and thirty (30) days prior to the Expiration Date, Co-Borrowers shall Cash Collateralize all then outstanding Letters of Credit in an amount equal to the excess one hundred five percent (105%) of the maximum amount then available to be drawn under the Letters Effective Amount of Credit over the Aggregate all L/C CommitmentObligations related to such Letters of Credit. Subject to Section 4.02, if If on any date after giving effect to any Cash Collateralization made on such date pursuant to the preceding sentence, the Effective Amount of all Revolving Working Capital Loans then outstanding plus the Effective Amount of all L/C Obligations exceeds the Aggregate Commitmentlesser of the aggregate Working Capital Commitments or the Borrowing Base Advance Cap, the Co-Borrowers shall immediately, and without notice or demand, prepay the outstanding principal amount of the Revolving Working Capital Loans and L/C Advances Borrowings by an amount equal to the applicable excess, such payments to be applied pro rata. Any cash deposited as cash collateral or portion thereof, shall be returned to Co-Borrowers as soon as reasonably practicable after notice to Agent of the expiration, termination or satisfaction of the Letters of Credit in sufficient amounts such that the Effective Amount of all Working Capital Loans then outstanding plus the Effective Amount of all L/C Obligations does not exceed the lesser of the aggregate Working Capital Commitments or the Borrowing Base Advance Cap. (bd) The If an increase in the aggregate Working Capital Commitments is effected as permitted under Section 2.02(a), the Co-Borrowers shall prepay any Working Capital Loans and L/C Borrowings outstanding on the date such increase is effected to the extent necessary to keep the outstanding Working Capital Commitments ratable to reflect the revised Working Capital Percentage of the Banks arising from such increase. Any prepayment made by the Co-Borrowers in accordance with this Section 2.07(d) may be made with the proceeds of Working Capital Loans made by all the Banks in connection such increase occurring simultaneously with the prepayment. (e) If an increase in the aggregate Revolving Commitments is effected as permitted under Section 2.02(b), the Co-Borrowers shall prepay any Revolving Loans outstanding on the date such increase is effected to the extent necessary to keep the outstanding Revolving Commitments ratable to reflect the revised Revolving Percentage of the Banks arising from such increase. Any prepayment made by the Co-Borrowers in accordance with this Section 2.07(e) may be made with the proceeds of Revolving Loans made by all the Banks in connection such increase occurring simultaneously with the prepayment. (f) Any Net Cash Proceeds that are Excess Sale Proceeds from the Disposition by Parent or any of its Subsidiaries of any disposition property or assets other than the following shall be immediately applied as a mandatory prepayment of the Loans: (i) Dispositions permitted by Section 7.19(a), (b), or (f), and (ii) Dispositions (not including Dispositions described in (i) above) not exceeding $500,000 individually or $1,000,000 in the aggregate during any twelve (12) month period. With respect to any Disposition not included in (i) above and in excess of the amounts set forth in (ii) above, upon receipt of Net Cash Proceeds by Parent or its Subsidiaries and until application or commitment thereof as provided in the definition of “Excess Sales Proceeds,” Parent or its Subsidiaries shall maintain such Net Cash Proceeds in a Bank Blocked Account. (g) Immediately upon the consummation by Parent or any of its Subsidiaries of any issuance of Additional Debt (but without waiving the requirements of the Agent and/or any Bank’s consent to any such issuance in violation of any Loan Party’s property to be paid Document), the Co-Borrowers shall make a mandatory prepayment on the Loans in an amount equal to the Agent pursuant to Subsection 8.02(c)(iii)(ANet Cash Proceeds from any such issuance. (h) of this Agreement Each prepayment under Section 2.07(f) and (g) shall be paid applied ratably to prepay: (i) so long as no Event of Default has occurred and is continuing, the Agent no later than three (3) days after receipt by Effective Amount of the applicable Loan Party of such Net Proceeds. Any prepayments pursuant to this Subsection 2.08(b) Revolving Loans and shall be applied to the outstanding principal balance scheduled installments of the Revolving Loan in inverse order of maturity, without permanent reduction of the aggregate Revolving Commitments; or (ii) if Event of Default has occurred and is continuing, (A) the Effective Amount of the Revolving Loans (without any reduction in and shall be applied to the scheduled installments of the Revolving Loan Commitment of any Lender), first to all Daily One-Month LIBOR Rate Loans and then to LIBOR Rate Loans in direct inverse order of maturity and (2) the Effective Amount of the Interest Periods for such LIBOR Rate Working Capital Loans. The Borrowers In each case of clauses (i) and (ii) above, such payments shall paybe made to the Revolving Banks and the Working Capital Banks, together with each prepayment under this Subsection 2.08(b)as applicable, accrued interest on the amount prepaida pro rata basis.

Mandatory Prepayments of Loans. (a) If on any date the Effective Amount of L/C Obligations exceeds the L/C Commitment, the The Borrowers shall Cash Collateralize on such date prepay the outstanding Letters of Credit Loans in accordance with Section 5.08(e) below in an amount equal to the excess one hundred percent (100%) of the maximum Net Cash Proceeds of all sales or dispositions consummated after the Original Closing Date by the Borrowers and their Subsidiaries of non-current assets (except for sales and dispositions permitted by Section 9.03). To the extent any prepayment is required under this Section 5.08(a) such prepayment shall be due no later than five (5) Business Days after such sale or disposition is effected, along with a detailed calculation showing all deductions from gross proceeds in order to arrive at Net Cash Proceeds. (b) The Borrowers shall prepay the Loans in accordance with Section 5.08(e) below in an amount then available equal to be drawn under one hundred percent (100%) of the Letters Net Cash Proceeds from the issuance of Credit over the Aggregate L/C Commitment. Subject Subordinated Debt pursuant to Section 4.028.10 hereof, if on any date after giving effect to any provided that, so long as no Default or Event of Default has occurred and is continuing, and the Borrowers shall have prepaid the Loans from the Net Cash Collateralization made on such date Proceeds of the issuance of Subordinated Debt pursuant to the preceding sentence, the Effective Amount of all Revolving Loans then outstanding plus the Effective Amount of all L/C Obligations exceeds the Aggregate CommitmentSection 8.10 in an amount equal to at least $7,500,000, the Borrowers shall immediatelybe required to prepay the Loans in accordance with Section 5.08(e) below in an amount equal to fifty percent (50%) of the Net Cash Proceeds from the issuance of any other Subordinated Debt. Such prepayment shall be made on the day such Subordinated Debt transaction is consummated. (c) The Borrowers shall prepay the Loans in an amount equal to one hundred percent (100%) of the Net Cash Proceeds from the issuance by any Borrower of Stock (except for Stock issued with respect to employee stock options more particularly described on Schedule 7.24) or debt securities (other than Subordinated Debt described in Section 5.08 (b) above). Such prepayment shall be made no later than the Business Day following the date of receipt by any Borrower of any such Net Cash Proceeds. (d) The Borrowers shall, and without notice or demandconcurrently with the delivery of the financial information required under Section 8.07(a) with respect to each Fiscal Year (but in no event later than the date such information is required to be delivered), prepay commencing with the delivery of the financial information with respect to Fiscal Year 2001, make a mandatory prepayment of the outstanding principal amount of the Revolving Term Loans and L/C Advances by (i) in an amount equal to fifty percent (50%) of Excess Cash Flow for each Fiscal Year for which the applicable excessLeverage Ratio, as reported in the compliance certificate required by Section 8.07(c) and delivered with the financial information required under Section 8.07(a) with respect to such Fiscal Year, is less than 2.50:1.00, or (ii) in an amount equal to sixty percent (60%) of Excess Cash Flow for each Fiscal Year for which the Leverage Ratio, as reported in the compliance certificate required by Section 8.07(c) and delivered with the financial information required under Section 8.07(a) with respect to such Fiscal Year, is equal to or in excess of 2.50:1.00; provided, however, that the Borrowers shall not be required to prepay the Term Loans pursuant to this Section 5.08(d) with respect to any Fiscal Year, to the extent any such prepayment would cause the sum of (A) the amount of prepayments of the Term Loans made during such Fiscal Year pursuant to this Section 5.08(d), plus (B) the amount of principal repayments of the Term Loans made during such Fiscal Year pursuant to Section 3.01(c) and 4.01(c), to be (in Sterling and Dollars) in excess of the Dollar Equivalent of $6,000,000. (e) Prepayments required under subsections (a), (b) The Net Proceeds of any disposition of any Loan Party’s property to be paid to the Agent pursuant to Subsection 8.02(c)(iii)(Aand (c) of this Agreement shall be paid to the Agent no later than three (3) days after receipt by the applicable Loan Party of such Net Proceeds. Any prepayments pursuant to this Subsection 2.08(b) Section 5.08 shall be applied as follows: first to the Administrative Agent's Fee and reimbursable expenses of the Administrative Agent then due and payable pursuant to any of the Credit Documents; second, to all other Fees and reimbursable expenses of the Lenders and the Issuing Banks then due and payable pursuant to any of the Credit Documents, to the Lenders and the Issuing Banks based on their respective pro rata share of such expenses; third, to the interest then due and payable on the Term Loans made to the Term Lenders based on their respective Pro Rata Shares of the aggregate outstanding principal amounts of the Term Loans, fourth, to the principal balance of the Term Loans applied against the remaining installments of principal due in respect of the Term Loans, in the inverse order of maturity, until the same shall have been paid in full, to the Term Lenders based on their respective Pro Rata Shares of the aggregate outstanding principal amounts of the Term Loan, fifth, if required pursuant to subsections 5.08(a), (b) and (c) above, to the interest then due and payable on the Revolving Loans made to the Revolving Lenders based on their respective Pro Rata Shares of both aggregate outstanding principal amounts of all Revolving Loans, sixth, if required pursuant to subsections 5.08(a), (b) and (c) above, to the principal balance of the Sterling and Domestic Revolving Loans applied against the aggregate outstanding principal amounts of all Revolving Loans, until the same shall have been paid in full, pro rata to the Revolving Lenders based on their respective Pro Rata Shares of the aggregate outstanding principal amounts of all Revolving Loans. (f) If at any time the aggregate outstanding principal amount of the Domestic Revolving Loans, the Dollar Equivalent of the aggregate outstanding principal amount of Sterling Revolving Loans (without any reduction in as of the Revolving Loan Commitment of any Lendermost recent Determination Date), first to all Daily One-Month LIBOR Rate the aggregate amount of L/C Obligations (as of the most recent Determination Date), the aggregate outstanding principal amount of Domestic Swingline Loans and then the Dollar Equivalent of the aggregate outstanding principal amount of Sterling Swingline Loans (as of the most recent Determination Date) exceeds the Borrowing Limit, as reduced pursuant to LIBOR Rate Section 2.12(a) or otherwise (a "Revolving Credit Deficiency"), the Domestic Borrower shall immediately repay the Domestic Revolving Loans and the Domestic Swingline Loans and the Sterling Borrower shall immediately repay the Sterling Revolving Loans and the Sterling Swingline Loans in direct order of maturity of the Interest Periods for an amount equal to such LIBOR Rate Loans. The Borrowers shall payexcess, together with each prepayment under this Subsection 2.08(b), all accrued and unpaid interest on the such excess amount prepaidand any amounts due under Section 5.

Mandatory Prepayments of Loans. (a) If on any date the Effective Amount of L/C Obligations exceeds the L/C Commitment, the Borrowers shall Cash Collateralize on such date the outstanding Letters of Credit in an amount equal to the excess of the maximum amount then available to be drawn under the Letters of Credit over the Aggregate L/C Commitment. Subject to Section 4.02, if on any date (after giving effect to any Cash Collateralization made other payments on such date) (A) the aggregate Dollar Equivalent amount of Revolving Facility Usage exceeds the aggregate Revolving Credit Commitments, (B) the Dollar Equivalent amount of Revolving Credit Loans from a Lender exceeds such Lender’s Revolving Credit Commitment minus such Lender’s Ratable Share of the Dollar Equivalent amount of Letter of Credit Obligations, or (C) the Swing Loans outstanding exceed the Swing Loan Sublimit; then, in the case of each of the foregoing, the applicable Borrower or the Company shall prepay on such date pursuant to the preceding sentence, the Effective Amount of all Revolving Loans then outstanding plus the Effective Amount of all L/C Obligations exceeds the Aggregate Commitment, the Borrowers shall immediately, and without notice or demand, prepay the outstanding principal amount of the Revolving Loans and L/C Advances by and, after Loans have been paid in full, any Unpaid Drawings, in an aggregate amount at least equal to such excess and conforming in the case of partial prepayments of Loans to the requirements as to the amounts of partial prepayments of Loans that are contained in Section 5.6 [Voluntary Prepayments]; provided, however, that if such excess results solely from fluctuations in the exchange rates related to any Optional Currencies applicable to any of the Loans or unpaid drawings, then neither the applicable excess. (b) The Net Proceeds of any disposition of any Loan Party’s property to be paid to Borrower nor the Agent pursuant to Subsection 8.02(c)(iii)(A) of this Agreement Company shall be paid obligated to the Agent no later than three (3) days after receipt by the applicable Loan Party of such Net Proceeds. Any prepayments make a prepayment pursuant to this Subsection 2.08(bSection 5.7.1 unless and/or until (1) shall be applied to the outstanding principal balance aggregate Dollar Equivalent amount of Revolving Facility Usage exceeds 105% of the aggregate of the Revolving Credit Commitments, or (2) the Dollar Equivalent amount of Revolving Credit Loans (without any reduction in the from a Lender exceeds 105% of such Lender’s Revolving Loan Credit Commitment of any minus such Lender), first to all Daily One-Month LIBOR Rate Loans and then to LIBOR Rate Loans in direct order of maturity ’s Ratable Share of the Interest Periods for Dollar Equivalent amount of Letter of Credit Obligations, and, in all cases governed by this proviso, such LIBOR Rate Loans. The Borrowers prepayment shall pay, together with each prepayment under this Subsection 2.08(b), accrued interest on not be required until the amount prepaidthird (3rd) Business Day after the date such excess first arose.

Mandatory Prepayments of Loans. (a) If on any date (i) the Effective Amount of all Working Capital Loans then outstanding under the Working Capital Line exceeds the aggregate of the Commitments, or (ii) the Effective Amount of Working Capital Loans then outstanding under any Advance Sub-limit Cap exceeds the amount of such Advance Sub-limit Cap, or (iii) the Effective Amount of all Working Capital Loans then outstanding plus the Effective Amount of all L/C Obligations exceeds the lesser of the aggregate of the Commitments or the Borrowing Base Advance Cap, the Co-Borrowers shall within three Business Days, and without notice or demand, (1) prepay the outstanding principal amount of the Working Capital Loans and L/C Borrowings by an amount equal to the applicable excess, such payments to be applied pro rata, or (2) Cash Collateralize on such date the excess amount pursuant to subsection (c). (b) If on any date the Effective Amount of all L/C Obligations exceeds the aggregate of Commitments, or any L/C CommitmentObligations relating to a type of Letter of Credit described herein exceeds the applicable L/C Sub-limit Cap, the Co-Borrowers shall Cash Collateralize on such date the outstanding Letters of Credit, or the outstanding type of Letters of Credit, as the case may be, in an amount equal to such excess, and thirty (30) days prior to the Expiration Date, Co-Borrowers shall Cash Collateralize all then outstanding Letters of Credit in an amount equal to the excess one hundred five percent (105%) of the maximum amount then available to be drawn under the Letters Effective Amount of Credit over the Aggregate all L/C CommitmentObligations related to such Letters of Credit. Subject to Section 4.02, if If on any date after giving effect to any Cash Collateralization made on such date pursuant to the preceding sentence, the Effective Amount of all Revolving Working Capital Loans then outstanding plus the Effective Amount of all L/C Obligations exceeds the Aggregate Commitmentaggregate of the Commitments, the Co-Borrowers shall immediatelywithin three Business Days, and without notice or demand, prepay the outstanding principal amount of the Revolving Working Capital Loans and L/C Advances Borrowings by an amount equal to the applicable excess. (b) The Net Proceeds of any disposition of any Loan Party’s property , such payments to be paid to the Agent pursuant to Subsection 8.02(c)(iii)(A) of this Agreement applied pro rata. Any cash deposited as cash collateral or portion thereof, shall be paid returned to the Co-Borrowers as soon as reasonably practicable after notice to Agent no later than three (3) days after receipt by the applicable Loan Party of such Net Proceeds. Any prepayments pursuant to this Subsection 2.08(b) shall be applied to the outstanding principal balance of the Revolving Loans (without any reduction in the Revolving Loan Commitment of any Lender)expiration, first to all Daily One-Month LIBOR Rate Loans and then to LIBOR Rate Loans in direct order of maturity termination or satisfaction of the Interest Periods for Letters of Credit in sufficient amounts such LIBOR Rate Loans. The Borrowers shall pay, together with each prepayment under this Subsection 2.08(b), accrued interest on that the amount prepaidEffective Amount of all Working Capital Loans then outstanding plus the Effective Amount of all L/C Obligations does not exceed the aggregate of Commitments.

Mandatory Prepayments of Loans. (a) If on the Agent notifies the Company at any date time that the Effective Amount Total Revolving Usage at such time exceeds an amount equal to 105% of the Aggregate Revolving Commitment then in effect, then, within two Business Days after receipt of such notice, the applicable Borrowers shall prepay Loans and/or the applicable Borrowers shall Cash Collateralize (or provide other Backup Support for) the L/C Obligations in an aggregate amount sufficient to reduce the Total Revolving Usage as of such date of payment to an amount not to exceed 100% of the Aggregate Revolving Commitment then in effect. (b) If at any time of calculation by the Agent (pursuant to Section 2.08(a) or otherwise) the Dollar Equivalent principal amount of all outstanding Fronted Offshore Currency Loans in the same Alternative Currency exceeds the L/C Commitmentaggregate Fronted Offshore Currency Commitments with respect thereto as a result of fluctuations in currency exchange rates, the applicable Borrowers shall Cash Collateralize on such date the outstanding Letters shall, within two Business Days after receipt of Credit notice thereof, prepay Fronted Offshore Currency Loans in an amount equal sufficient to eliminate such excess. (c) If the excess Company, any Material Domestic Subsidiary or any Securitization Subsidiary receives any Net Cash Proceeds from any of the maximum amount then available following events, the Company shall, for so long as any Term Loans are outstanding, apply such Net Cash Proceeds at the following times, in the following amounts (in each case rounded down to be drawn under an integral multiple of $100,000) and in the Letters order of Credit over application set forth in subsection (d) below (any such application, a “Proceeds Application”): (i) Within five Business Days following the Aggregate L/C Commitment. Subject receipt of any Net Cash Proceeds from any Prepayment Disposition (other than (A) at any time that the Leverage Ratio is less than 3.50 to Section 4.02, if 1.0 on any date a pro forma basis immediately after giving effect to any Cash Collateralization made on such date pursuant to the preceding sentencePermitted Securitization, the Effective Amount of all Revolving Loans then outstanding plus first $375,000,000 in Net Cash Proceeds from any Permitted Securitization made after the Effective Amount Date that is permitted by Section 8.02(d); and (B) the first $25,000,000 of all L/C Obligations exceeds Net Cash Proceeds from any Disposition made after the Aggregate CommitmentEffective Date that is permitted solely by Section 8.02(p)), whether by merger, consolidation or otherwise, the Borrowers Company shall immediately, and without notice or demand, prepay the outstanding principal amount of the Revolving Loans and L/C Advances by make a Proceeds Application in an amount (rounded down as provided above) equal to the applicable excessresult (if positive) of (x) all Net Cash Proceeds from all such Dispositions received after the Effective Date minus (y) $100,000,000 minus (z) all amounts previously applied pursuant to this clause (i) after the Effective Date. (bii) The Net Proceeds Within five Business Days following the receipt of any disposition Net Cash Proceeds from the issuance of any Loan Party’s property to be paid Indebtedness not permitted under Section 8.05, the Company shall make a Proceeds Application in an amount (rounded down as provided above) equal to the Agent pursuant to Subsection 8.02(c)(iii)(Aresult of (x) all Net Cash Proceeds from issuances of this Agreement shall be paid to all such Indebtedness received after the Agent no later than three Effective Date minus (3y) days after receipt by the applicable Loan Party of such Net Proceeds. Any prepayments all amounts previously applied pursuant to this Subsection 2.08(bclause (ii). (d) Each Proceeds Application shall be applied ratably to the outstanding Term Loan(s) in proportion to the original principal balance of amounts thereof, and shall be applied ratably to the Revolving Loans (without any reduction in the Revolving Loan Commitment of any Lender), first to all Daily One-Month LIBOR Rate Loans and then to LIBOR Rate Loans in direct order of maturity of the Interest Periods for such LIBOR Rate Loans. The Borrowers shall pay, together with each prepayment under this Subsection 2.08(b), accrued interest on the amount prepaidremaining installments thereof.