Common use of Mandatory Prepayments Clause in Contracts

Mandatory Prepayments. (a) If on any date any Group Member 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 on such date toward the prepayment of the Loans as set forth in Section 2.5(d); 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 not exceed $250,000 and (ii) on each Reinvestment Prepayment Date, an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied toward the prepayment of the Loans as set forth in Section 2.5(d). (b) If on any date of determination the aggregate principal amount of Loans (excluding any Additional Loans) outstanding exceeds the Borrowing Base (such excess amount being referred to herein as, an “Over Advance”), the Borrower shall prepay the Loans in an aggregate amount equal to such Over Advance on such date. Notwithstanding the foregoing, the Borrower shall not be required to make a prepayment pursuant to this Section 2.5(b) so long as (i) the aggregate amount of Over Advances on such date does not exceed $3,000,000, (ii) no Default or Event of Default has occurred and is continuing, (iii) an amount equal to (A) 110% of the aggregate principal amount of Loans (excluding any Additional Loans) outstanding on such date minus (B) the Borrowing Base is deposited by the Borrower on such date in an interest-bearing segregated account subject to the sole dominion and control of the Administrative Agent (the “Over Advance Account”), and (iv) upon the earlier of (A) the next date on which the Borrower is required to deliver to the Administrative Agent a Borrowing Base Certificate pursuant to Section 6.2 and (B) the occurrence of a Default or an Event of Default, the Borrower either (i) directs the Administrative Agent to apply the proceeds in the Over Advance Account equal to the then applicable Over Advances to the prepayment of the Loans (with the remaining balance to be paid to the Borrower in such account designated by the Borrower) or (ii) only to the extent no Over Advance exists on such date, directs the Administrative Agent to (and the Administrative Agent thereafter shall promptly, but in any event within two (2) Business Days of receiving such direction) deposit all amounts in the Over Advance Account to such account designated by the Borrower in writing at such time. (c) If any Indebtedness shall be incurred by any Group Member (excluding any Indebtedness incurred in accordance with Section 7.2), an amount equal to 100% of the Net Cash Proceeds thereof shall be applied on the date of such incurrence toward the prepayment of the Loans as set forth in Section 2.5(d). (d) Amounts to be applied in connection with prepayments made pursuant to Section 2.5 shall be applied to the prepayment of the Loans in accordance with Section 2.9. Each prepayment of the Loans under Section 2.5 shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid and the prepayment premium pursuant to Section 2.6.

Mandatory Prepayments. (a) If on at any date any Group Member shall receive Net Cash Proceeds from any Asset Sale or Recovery Event thentime, unless a Reinvestment Notice shall be delivered in respect thereof, such Net Cash Proceeds shall be applied on such date toward the prepayment of the Loans as set forth in Section 2.5(d); 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 not exceed $250,000 and (ii) on each Reinvestment Prepayment Date, an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied toward the prepayment of the Loans as set forth in Section 2.5(d). (b) If on any date of determination the aggregate principal amount of Loans (excluding any Additional Loans) outstanding Borrower’s Revolving Credit Outstandings exceeds the Borrowing Base (such excess amount being referred to herein asBorrower’s Revolving Credit Sublimit at such time, an “Over Advance”)such Borrower shall forthwith prepay first, the Swingline Loans and then the Revolving Loans made to such Borrower shall prepay the Loans then outstanding in an aggregate amount equal to such Over Advance on excess. If any such date. Notwithstanding excess remains after repayment in full of the foregoingaggregate outstanding Swingline Loans and Revolving Loans made to such Borrower, such Borrower shall provide cash collateral for its then outstanding Letter of Credit Obligations in the manner set forth in Section 8.2 (Actions in Respect of Letters of Credit) in an amount equal to 105% of such excess. (b) If at any time, the aggregate principal amount of Revolving Credit Outstandings exceeds the aggregate Revolving Credit Commitments at such time, each Borrower shall not be required forthwith prepay first, the Swingline Loans and then the Revolving Loans made to make a prepayment pursuant such Borrower then outstanding in an aggregate amount equal to this Section 2.5(b) so long as (i) the percentage obtained by dividing the aggregate outstanding principal balance of the Revolving Credit Outstandings owing by such Borrower by the aggregate outstanding principal balance of the Revolving Credit Outstandings owing by all Borrowers multiplied by (ii) the aggregate amount of Over Advances on such date does not exceed $3,000,000excess. If any such excess remains after repayment in full of the aggregate outstanding Swingline Loans and Revolving Loans, each Borrower shall provide cash collateral for its then outstanding Letter of Credit Obligations in the manner set forth in Section 8.2 (iiActions in Respect of Letters of Credit) no Default or Event of Default has occurred and is continuing, (iii) in an amount equal to (A) 110105% of the aggregate principal amount of Loans (excluding any Additional Loans) outstanding on such date minus (B) the Borrowing Base is deposited by the Borrower on such date in an interest-bearing segregated account subject to the sole dominion and control of the Administrative Agent (the “Over Advance Account”), and (iv) upon the earlier of (A) the next date on which percentage obtained by dividing the aggregate outstanding amount of the Letter of Credit Obligations owing by such Borrower is required to deliver to by the Administrative Agent a Borrowing Base Certificate pursuant to Section 6.2 and aggregate outstanding amount of the Letter of Credit Obligations owing by all Borrowers multiplied by (B) the occurrence of a Default or an Event of Default, the Borrower either (i) directs the Administrative Agent to apply the proceeds in the Over Advance Account equal to the then applicable Over Advances to the prepayment of the Loans (with the remaining balance to be paid to the Borrower in such account designated by the Borrower) or (ii) only to the extent no Over Advance exists on such date, directs the Administrative Agent to (and the Administrative Agent thereafter shall promptly, but in any event within two (2) Business Days of receiving such direction) deposit all amounts in the Over Advance Account to such account designated by the Borrower in writing at such time. (c) If any Indebtedness shall be incurred by any Group Member (excluding any Indebtedness incurred in accordance with Section 7.2), an aggregate amount equal to 100% of the Net Cash Proceeds thereof shall be applied on the date of such incurrence toward the prepayment of the Loans as set forth in Section 2.5(d)excess. (d) Amounts to be applied in connection with prepayments made pursuant to Section 2.5 shall be applied to the prepayment of the Loans in accordance with Section 2.9. Each prepayment of the Loans under Section 2.5 shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid and the prepayment premium pursuant to Section 2.6.

Mandatory Prepayments. (a) If on Without reducing the Revolving Loan Facility or any date any Group Member 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 on such date toward the prepayment of the Loans as set forth in Section 2.5(d); 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 not exceed $250,000 and (ii) on each Reinvestment Prepayment Date, an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied toward the prepayment of the Loans as set forth in Section 2.5(d). (b) If on any date of determination the aggregate principal amount of Loans (excluding any Additional Loans) outstanding exceeds the Borrowing Base (such excess amount being referred to herein as, an “Over Advance”)Revolving Loan Commitments, the Borrower shall prepay the Loans as follows: (i) If, at any time, the Effective Amount of all Revolving Loans, Swing Line Loans and L/C Obligations then outstanding exceeds the Revolving Loan Facility at such time, the Borrower shall immediately (A) prepay the Swing Line Loans to the extent Swing Line Loans in a sufficient amount are then outstanding, (B) then prepay the Revolving Loans to the extent Revolving Loans in a sufficient amount are then outstanding, in an aggregate principal amount equal to such Over Advance excess and (C) Cash Collateralize the Obligations in respect of the outstanding Letters of Credit in an amount equal to the then Effective Amount of the L/C Obligations. (ii) If, during any fiscal year (including fiscal year 2008), any CBII Entity consummates any Asset Sale and the Net Cash Proceeds of such Asset Sale, when added to the Net Cash Proceeds of all such Asset Sales by all CBII Entities during such fiscal year, in the aggregate, exceed $15,000,000 for such fiscal year (the “Sales Basket Amount”), the Borrower shall, immediately after the completion of each Asset Sale which results in such an excess or an increase in such an excess, prepay (or cause to be prepaid) the outstanding Loans and the other Obligations in the manner set forth in Section 2.06(e), in each case, in an aggregate principal amount equal to 100% of such excess or such increase in such excess; provided, however, that: (A) no such prepayment shall be required in connection with any Asset Sale (or related Asset Sales, in a series or otherwise) otherwise permitted under Section 5.02(c) to the extent the aggregate consideration received by the CBII Entities for such Asset Sale (or related Asset Sales, in a series or otherwise) does not exceed $1,000,000 (and such sale proceeds shall not be counted towards the Sales Basket Amount); (B) so long as no Event of Default has occurred and is continuing or would result therefrom, no such prepayment shall be required in connection with any Asset Sale (or related Asset Sale, in a series or otherwise) (each, a “Relevant Sale”) otherwise permitted under Section 5.02(c) to the extent (1) if the Net Cash Proceeds from all Relevant Sales in any fiscal year exceed $5,000,000, the Borrower advises the Administrative Agent in writing at the time the Net Cash Proceeds from such Relevant Sale are received that the Borrower intends to cause a Borrower Entity to reinvest all or any portion of such Net Cash Proceeds in property, plant, equipment, other fixed or capital assets, and/or investments (including joint ventures) in Food Related Businesses and (2) such Net Cash Proceeds are in fact so reinvested in the acquisition of such assets or investments within 180 days from the date on which such dateNet Cash Proceeds from such Relevant Sale are received; and (C) anything contained in this Section 2.06(c)(ii) to the contrary notwithstanding, so long as no Event of Default has occurred and is continuing or would result from any sale or disposition of assets otherwise giving rise to a required prepayment under this Section 2.06(c)(ii), in the event the Borrower Leverage Ratio is, on a pro forma basis, (1) less than 2.50 to 1.00 both before and after giving effect to such sale or disposition of assets, no such prepayment shall be required, or (2) equal to or in excess of 2.50 to 1.00 both before or after giving effect to such disposition, such prepayment shall be required in an amount equal to the lesser of (i) the amount of such Net Cash Proceeds and (ii) the amount necessary to decrease the Borrower Leverage Ratio to, on a pro forma basis, less than 2.5 to 1.0 both before and after giving effect to such disposition and the use of such Net Cash Proceeds. If, at any time after the occurrence of a Relevant Sale and prior to the acquisition of such assets or investments, the 180-day period provided in clause (B) above in the preceding sentence shall elapse without the occurrence of the related acquisition or investment or an Event of Default shall occur and is continuing, then the Borrower shall immediately prepay the Loans in the amount and in the manner described in the first sentence of this Section 2.06(c)(ii). (iii) If, during any fiscal year (including fiscal year 2008), any CBII Entity receives Extraordinary Receipts and the Net Cash Proceeds of such Extraordinary Receipts that, when added to the Net Cash Proceeds of all such Extraordinary Receipts obtained by all CBII Entities during such fiscal year, in the aggregate, exceed $20,000,000 for such fiscal year, the Borrower shall, after receipt thereof by the CBII Entities of the Net Cash Proceeds from such Extraordinary Receipts which results in such an excess or an increase in such an excess (but subject to the reinvestment exceptions below), immediately prepay (or cause to be prepaid) the outstanding Loans and the other Obligations in the manner set forth in Section 2.06(e), in each case, in an aggregate principal amount equal to 100% of such excess or such increase in such excess. Notwithstanding the foregoing, the Borrower shall not be required to make a prepayment pursuant to this Section 2.5(b2.06(c)(iii) so long as with respect to any event resulting in the receipt of Extraordinary Receipts (ia “Relevant Event”) if the aggregate amount Borrower advises the Administrative Agent in writing promptly after the time the excess Net Cash Proceeds from such Relevant Event are received that the Borrower intends to cause a Borrower Entity to reinvest all or any portion of Over Advances on such date does not exceed $3,000,000excess Net Cash Proceeds in property, plant, equipment, other replacement assets, and/or investments (iiincluding joint ventures) no Default or Event of Default has occurred and is continuing, (iii) an amount equal in Food-Related Businesses to the extent (A) 110% of the aggregate principal amount of Loans (excluding any Additional Loans) outstanding on such date minus (B) the Borrowing Base is deposited excess Net Cash Proceeds are in fact committed to be reinvested by the Borrower on such date in an interest-bearing segregated account subject to the sole dominion and control of the Administrative Agent (the “Over Advance Account”), and (iv) upon the earlier of (A) the next date on which the Borrower is required to deliver to the Administrative Agent a Borrowing Base Certificate Person pursuant to Section 6.2 a purchase contract providing for the acquisition of such replacement assets that is executed by such Person and the related seller within one year from the date of such Relevant Event and (B) the acquisition of such replacement assets or investments occurs within two years from the date on which the Net Cash Proceeds from the Relevant Event are received; provided, however, that the Borrower’s requirement to advise the Administrative Agent as provided above shall not apply to any Relevant Event until the Net Cash Proceeds in respect of such Relevant Events during such fiscal year exceed $20,000,000. If, at any time after the occurrence of a Default Relevant Event and prior to the acquisition of the related replacement assets or investments, the one-year or two-year period provided in clause (A) or (B), respectively, of the preceding sentence shall elapse without execution of the related purchase contract (in the case of clause (A)), the occurrence of the related acquisition or investment (in the case of clause (B)) or an Event of DefaultDefault shall occur and only so long as continuing, then, upon request of the Administrative Agent or the Required Lenders, the Borrower either (i) directs shall immediately prepay the Loans in the amount and in the manner described in the first sentence of this Section 2.06(c)(iii). At any time after the occurrence of a Relevant Event and prior to the acquisition of the related replacement assets or investments, upon request of the Administrative Agent to apply or the proceeds Required Lenders, the Borrower shall deposit the Net Cash Proceeds from such Relevant Event which result in an excess over the Over Advance Account equal $20,000,000 per fiscal year amount described above or an increase in such an excess into an interest-bearing account with Rabobank, N.A. or another institution reasonably satisfactory to the then applicable Over Advances Administrative Agent (which interest-bearing account shall be subject to the prepayment a security interest in favor of the Loans (with Collateral Agent for the remaining balance to be paid to benefit of the Secured Parties that is perfected by the Borrower in entering into a control agreement and other documentation reasonably requested by the Administrative Agent) until such account designated Net Cash Proceeds are reinvested or paid toward the Loans as directed by the Borrower. (iv) If, at any time after the Effective Date, any CBII Entity issues or incurs any Indebtedness for borrowed money, including Indebtedness evidenced by notes, bonds, debentures or other similar instruments that, when added to all such Indebtedness for borrowed money issued or incurred by all CBII Entities after the Effective Date, in the aggregate, exceeds $50,000,000 (provided that (A) Permitted Indebtedness (1) secured solely by a Lien of the type described in clause (c) of the definition of Permitted Liens or (ii2) only owed by a CBII Entity to another CBII Entity and (B) Refinancing Indebtedness shall not be counted and non-cash assets received upon issuance of debt in connection with asset acquisitions shall be excluded, except to the extent no Over Advance exists on any such datePermitted Indebtedness is issued or incurred to finance, directs directly or indirectly, the Administrative Agent payment in cash or otherwise, of any Distributions by any of the CBII Entities), the Borrower shall, after such issuance or incurrence which results in such an excess or an increase in such an excess, immediately prepay (or cause to (be prepaid) the outstanding Loans and the Administrative Agent thereafter shall promptly, but in any event within two (2) Business Days of receiving such direction) deposit all amounts other Obligations in the Over Advance Account to such account designated by the Borrower manner set forth in writing at such time. (c) If any Indebtedness shall be incurred by any Group Member (excluding any Indebtedness incurred in accordance with Section 7.22.06(e), in each case, in an aggregate principal amount equal to 100% of the Net Cash Proceeds thereof shall be applied on the date of such incurrence toward of such excess or such increase in such excess. (v) On or prior to the prepayment 120th day following the end of each fiscal year of CBII (commencing with the fiscal year of CBII ending December 31, 2008), the Borrower shall prepay (or cause to be prepaid) the outstanding Loans as and the other Obligations in the manner set forth in Section 2.5(d)2.06(e) in an aggregate amount equal to 50% of Excess Cash Flow for such most recently ended fiscal year, provided that such amount shall be reduced to 0% of Excess Cash Flow if the Borrower Leverage Ratio as of the most recently ended fiscal year of CBII shall be less than 2.50:1.00. (dvi) Amounts If, at any time after the Effective Date, any CBII Entity issues any Equity Securities (other than (v) issuances thereof the proceeds of which are used to be applied make a Permitted Acquisition; provided that such Permitted Acquisition occurs within 90 days after such issuance, (w) any issuances thereof to CBII or any Borrower Entity, (x) sales or issuances to any management or employees under any employee stock option or stock purchase plans in existence from time to time, (y) issuances of director’s qualifying shares and (z) any issuances in connection with prepayments made pursuant the exercise of warrants), the Borrower shall, after such issuance or incurrence, immediately prepay (or cause to be prepaid) the outstanding Loans and the other Obligations in the manner set forth in Section 2.5 2.06(e), in each case, in an aggregate principal amount equal to 50% of the Net Cash Proceeds from such Equity Securities. (vii) If, at any time, any CBII Entity shall be applied fail to observe or perform the covenant contained in Section 5.02(p)(ii), the Administrative Agent may or, upon instructions from the Required Term Lenders, shall, by written notice to the prepayment of Borrower, require the Borrower to prepay the outstanding Term Loans and the other Obligations with respect thereto, and the Borrower shall so prepay the outstanding Term Loans and the other Obligations with respect thereto, immediately (and in accordance with Section 2.9. Each prepayment of the Loans under Section 2.5 shall be accompanied by accrued interest to the date any event within 10 Business Days) following receipt of such prepayment on the amount prepaid and the prepayment premium pursuant to Section 2.6notice.

Mandatory Prepayments. (a) If on the Borrower or any date any Group Member of its Subsidiaries shall receive any proceeds from any sale, lease, transfer or disposition to any Person of any of its Property or Equity Securities (other than sales of inventory in the ordinary course of business and permitted Sale and Leaseback Transactions) then the Borrower shall immediately upon receipt thereof apply in accordance with Section 2.9 an amount in cash equal to 100% of the Net Cash Sale Proceeds from any Asset Sale such sale, lease, transfer or Recovery Event then, unless a Reinvestment Notice shall be delivered in respect thereof, such Net Cash Proceeds shall be applied on such date toward the prepayment of the Loans as set forth in Section 2.5(d); 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 not exceed $250,000 and (ii) on each Reinvestment Prepayment Date, an amount equal disposition to the Reinvestment Prepayment Amount Lenders as a mandatory repayment of outstanding Loans and reduction in the remaining Loan Commitment in accordance with respect to the relevant Reinvestment Event shall be applied toward the prepayment requirements of the Loans as set forth in Section 2.5(d)2.8. (b) If on the Borrower or any date of determination its Subsidiaries shall receive any proceeds from any incurrence by the aggregate principal amount Borrower or any of Loans (excluding any Additional Loans) outstanding exceeds the Borrowing Base (such excess amount being referred to herein asits Subsidiaries of Permitted Interim Financing, an “Over Advance”), then the Borrower shall prepay the Loans in an aggregate amount equal to such Over Advance on such date. Notwithstanding the foregoing, the Borrower shall not be required to make a prepayment pursuant to this Section 2.5(b) so long as (i) the aggregate amount of Over Advances on such date does not exceed $3,000,000, (ii) no Default or Event of Default has occurred and is continuing, (iii) an amount equal to (A) 110% of the aggregate principal amount of Loans (excluding any Additional Loans) outstanding on such date minus (B) the Borrowing Base is deposited by the Borrower on such date in an interest-bearing segregated account subject to the sole dominion and control of the Administrative Agent (the “Over Advance Account”), and (iv) immediately upon the earlier of (A) the next date on which the Borrower is required to deliver to the Administrative Agent a Borrowing Base Certificate pursuant to Section 6.2 and (B) the occurrence of a Default or an Event of Default, the Borrower either (i) directs the Administrative Agent to receipt thereof apply the proceeds in the Over Advance Account equal to the then applicable Over Advances to the prepayment of the Loans (with the remaining balance to be paid to the Borrower in such account designated by the Borrower) or (ii) only to the extent no Over Advance exists on such date, directs the Administrative Agent to (and the Administrative Agent thereafter shall promptly, but in any event within two (2) Business Days of receiving such direction) deposit all amounts in the Over Advance Account to such account designated by the Borrower in writing at such time. (c) If any Indebtedness shall be incurred by any Group Member (excluding any Indebtedness incurred in accordance with Section 7.2), 2.9 an amount equal to 100% of the Net Cash Debt Proceeds thereof shall be applied on from the date Permitted Interim Financing to the Lenders as a mandatory repayment of such incurrence toward outstanding Loans and reduction in the prepayment remaining Loan Commitment in accordance with the requirements of the Loans as set forth in Section 2.5(d)2.8. (dc) Amounts If the Borrower enters into any Acquisition Agreement relating to be applied in connection with prepayments made a CDnow Takeover Proposal or there is consummated a Third Party Tender Offer or the Merger Agreement is terminated pursuant to Section 2.5 shall be applied 10.01 (c) (to the prepayment extent that one or more of the Loans in accordance with Section 2.9. Each prepayment breaches of the Loans under Section 2.5 shall be accompanied by accrued interest to representations, warranties, covenants and agreements of CDnow that formed the date basis of such prepayment on termination could reasonably be expected to have been avoided had CDnow used its reasonable best efforts to ensure the amount prepaid continued accuracy, compliance and performance of its representations, warranties, covenants and agreements under the Merger Agreement) or Section 10.01(d) thereof, then (i) the Loan Commitment shall automatically and immediately terminate and the prepayment premium pursuant unpaid aggregate principal amount of, and any and all accrued Interest on, the Loans and any and all other Obligations shall automatically become immediately due and payable, with all Interest from time to Section 2.6time accrued thereon and without presentation, demand or protest or other requirements of any kind (including without limitation, valuation and appraisement, due diligence, presentment, notice of intent to demand or accelerate and notice of acceleration), all of which are hereby expressly waived by the Borrower, and the obligation of the Lenders to make any Loans hereunder shall thereupon terminate.

Mandatory Prepayments. (ai) If If, after giving effect to any termination or reduction of the aggregate Commitments pursuant to Section 2.06(b), the total Revolving Credit Exposures exceed the total Commitments, then the Borrower shall prepay the Borrowings on the date of such termination or reduction in an aggregate principal amount equal to such excess, and if any date excess remains after prepaying all of the Borrowings as a result of an LC Exposure, Cash Collateralize such excess as provided in Section 2.07(j). (ii) Each prepayment of Borrowings pursuant to this Section 3.04(c) shall be applied, first, ratably to any Group Member ABR Borrowings then outstanding, and, second, to any Eurodollar Borrowings then outstanding, and if more than one Eurodollar Borrowing is then outstanding, to each such Eurodollar Borrowing in order of priority beginning with the Eurodollar Borrowing with the least number of days remaining in the Interest Period applicable thereto and ending with the Eurodollar Borrowing with the most number of days remaining in the Interest Period applicable thereto. (iii) The Borrower shall receive prepay the outstanding principal amount of Loans in amounts equal to (A) one hundred percent (100%) of the aggregate Net Cash Proceeds from any Asset Sale Disposition (other than any Asset Disposition by a Drop Down Entity Mortgagor) or Recovery Event then, unless (B) the Drop Down Entity Ownership Percentage with respect to such Drop Down Entity Mortgagor of the aggregate Net Proceeds from any Asset Disposition by a Reinvestment Notice Drop Down Entity Mortgagor. Such prepayments shall be delivered in respect thereofmade within three (3) Business Days after the date of receipt of the Net Proceeds of any such Asset Disposition by such Credit Party or Drop Down Entity Mortgagor, as applicable; provided that so long as no Event of Default has occurred and is continuing, no prepayments of aggregate Net Proceeds from Asset Dispositions shall be required hereunder to the extent such Net Cash Proceeds shall be applied on such date toward are used to acquire other assets useful in the prepayment ordinary course of the Loans business of the Credit Parties or such Drop Down Entity Mortgagor, as set forth in Section 2.5(d)applicable, within three hundred sixty (360) days after receipt of such Net Proceeds by the Credit Parties or such Drop Down Entity Mortgagor, as applicable, or such longer period of time as may be agreed to by Majority Lenders; provided, thathowever, notwithstanding that any portion of the foregoing, (i) Net Proceeds not actually reinvested within 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 not exceed $250,000 and (ii) on each Reinvestment Prepayment Date, an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event applicable time period shall be applied toward the prepayment of the Loans as set forth prepaid in accordance with this Section 2.5(d3.04(c). (biv) If on Promptly following the issuance of any date of determination the aggregate principal amount of Loans Debt by any Credit Party (excluding any Additional Loans) outstanding exceeds the Borrowing Base (such excess amount being referred other than Debt permitted by Section 9.02 or otherwise consented to herein as, an “Over Advance”by Majority Lenders), the Borrower shall prepay the Loans in an aggregate amount equal to one hundred percent (100%) of the Net Proceeds received in respect of such Over Advance on Debt. Nothing in this paragraph is intended to permit any Credit Party to incur Debt other than as permitted under Section 9.02, and any such date. Notwithstanding the foregoing, the incurrence of Debt in violation of Section 9.02 shall be a breach of this Agreement. (v) The Borrower shall not prepay the outstanding principal amount of Loans in an amount equal to (A) one hundred percent (100%) of the aggregate Net Proceeds from any Insurance and Condemnation Event received by any Credit Party and (B) the Drop Down Entity Ownership Percentage with respect to such Drop Down Entity Mortgagor of the aggregate Net Proceeds from any Insurance and Condemnation Event received by any Drop Down Entity Mortgagor. Such prepayments shall be required to make a prepayment pursuant to this Section 2.5(bmade within three (3) Business Days after the date of receipt of Net Proceeds of any such Insurance and Condemnation Event by such Credit Party or Drop Down Entity Mortgagor, as applicable; provided that, so long as (i) the aggregate amount of Over Advances on such date does not exceed $3,000,000, (ii) no Default or Event of Default has occurred and is continuing, (iii) an amount equal to (A) 110% no prepayments of the aggregate principal amount of Loans (excluding any Additional Loans) outstanding on such date minus (B) the Borrowing Base is deposited by the Borrower on such date in an interest-bearing segregated account subject to the sole dominion Net Proceeds from Insurance and control of the Administrative Agent (the “Over Advance Account”), and (iv) upon the earlier of (A) the next date on which the Borrower is Condemnation Events shall be required to deliver to the Administrative Agent a Borrowing Base Certificate pursuant to Section 6.2 and (B) the occurrence of a Default or an Event of Default, the Borrower either (i) directs the Administrative Agent to apply the proceeds in the Over Advance Account equal to the then applicable Over Advances to the prepayment of the Loans (with the remaining balance to be paid to the Borrower in such account designated by the Borrower) or (ii) only hereunder to the extent no Over Advance exists on such date, directs the Administrative Agent Net Proceeds are used to (and the Administrative Agent thereafter shall promptly, but in any event within two (2) Business Days of receiving such direction) deposit all amounts acquire other assets useful in the Over Advance Account to ordinary course of the business of the Credit Parties or such account designated Drop Down Entity Mortgagor, as applicable, within three hundred sixty (360) days after receipt of such Net Proceeds by the Borrower in writing at Credit Parties or such time. (c) If Drop Down Entity Mortgagor, as applicable, or such longer period of time as may be agreed to by Majority Lenders; provided, however, that any Indebtedness portion of the Net Proceeds not actually reinvested within the applicable time period shall be incurred by any Group Member (excluding any Indebtedness incurred prepaid in accordance with this Section 7.2), an amount equal to 100% of the Net Cash Proceeds thereof shall be applied on the date of such incurrence toward the prepayment of the Loans as set forth in Section 2.5(d3.04(c). (dvi) Amounts to be applied in connection with prepayments made Each prepayment of Borrowings pursuant to this Section 2.5 3.04(c) shall be applied ratably to the prepayment of Loans included in the Loans in accordance with prepaid Borrowings. Prepayments pursuant to this Section 2.9. Each prepayment of the Loans under Section 2.5 3.04(c) shall be accompanied by accrued interest to the date extent required by Section 3.02. (vii) If any prepayment is required to be made under Section 3.04(c)(iii)(B) or Section 3.04(c)(v)(B), the Borrower shall cause the applicable Drop Down Entity Mortgagor to make a cash dividend to a Credit Party in an amount not less than the amount of such prepayment on the amount prepaid and the prepayment premium pursuant to Section 2.6required prepayment.

Mandatory Prepayments. (a) If on any date any Group Member 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 on such date toward the prepayment of the Loans as set forth in Section 2.5(d); provided, that, notwithstanding the foregoing, (i) If, after giving effect to any termination or reduction of the aggregate Net Cash Proceeds of Asset Sales and Recovery Events that may be excluded from the foregoing requirement Aggregate Maximum Credit Amounts pursuant to a Reinvestment Notice shall not exceed $250,000 and (ii) on each Reinvestment Prepayment Date, an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied toward the prepayment of the Loans as set forth in Section 2.5(d). (b) If on any date of determination the aggregate principal amount of Loans (excluding any Additional Loans) outstanding exceeds the Borrowing Base (such excess amount being referred to herein as, an “Over Advance”2.06(b), the Borrower shall prepay total Revolving Credit Exposures exceeds the Loans in an aggregate amount equal to such Over Advance on such date. Notwithstanding the foregoingtotal Commitments, then the Borrower shall not be required to make a prepayment pursuant to this Section 2.5(b) so long as (i) the aggregate amount of Over Advances on such date does not exceed $3,000,000, (ii) no Default or Event of Default has occurred and is continuing, (iii) an amount equal to (A) 110% of prepay the aggregate principal amount of Loans (excluding any Additional Loans) outstanding on such date minus (B) the Borrowing Base is deposited by the Borrower on such date in an interest-bearing segregated account subject to the sole dominion and control of the Administrative Agent (the “Over Advance Account”), and (iv) upon the earlier of (A) the next date on which the Borrower is required to deliver to the Administrative Agent a Borrowing Base Certificate pursuant to Section 6.2 and (B) the occurrence of a Default or an Event of Default, the Borrower either (i) directs the Administrative Agent to apply the proceeds in the Over Advance Account equal to the then applicable Over Advances to the prepayment of the Loans (with the remaining balance to be paid to the Borrower in such account designated by the Borrower) or (ii) only to the extent no Over Advance exists on such date, directs the Administrative Agent to (and the Administrative Agent thereafter shall promptly, but in any event within two (2) Business Days of receiving such direction) deposit all amounts in the Over Advance Account to such account designated by the Borrower in writing at such time. (c) If any Indebtedness shall be incurred by any Group Member (excluding any Indebtedness incurred in accordance with Section 7.2), an amount equal to 100% of the Net Cash Proceeds thereof shall be applied Borrowings on the date of such incurrence toward the prepayment termination or reduction in an aggregate principal amount equal to such excess, and (B) if any excess remains after prepaying all of the Loans Borrowings as set forth a result of an LC Exposure, pay to the Administrative Agent on behalf of the Lenders an amount equal to such excess to be held as cash collateral as provided in Section 2.5(d2.08(i). (dii) Amounts to be applied in connection with prepayments made pursuant to Section 2.5 shall be applied to the prepayment Upon any scheduled or interim redetermination of the Loans amount of the Borrowing Base in accordance with Section 2.92.07(d) or adjustment under Section 8.13(c) at any time, if the total Revolving Credit Exposures exceeds the redetermined or adjusted Borrowing Base, then the Borrower shall, within thirty (30) days after its receipt of a New Borrowing Base Notice inform the Administrative Agent of the Borrower’s election to: (A) prepay the Loans in six equal monthly installments, commencing on the 30th day following its receipt of such New Borrowing Base Notice or notice of adjustment with each payment being equal to 1/6th of the deficiency (provided that all payments required to be made pursuant to this Section 3.04(c)(ii) must be made on or prior to the Termination Date), (B) furnish additional Oil and Gas Properties not evaluated in the Reserve Report having a loan value (as determined by the Lenders in their sole discretion) not less than the deficiency or (C) undertake a combination of clauses (A) and (B) satisfactory to the Administrative Agent and all of the Lenders. If, because of LC Exposure, a Borrowing Base deficiency remains after prepaying all of the Loans, the Borrower shall pay to the Administrative Agent on behalf of the Lenders an amount equal to such remaining Borrowing Base deficiency to be held as cash collateral as provided in Section 2.08(i). (iii) Upon any adjustments to the Borrowing Base pursuant to Section 2.07(f) or Section 9.11, if the total Revolving Credit Exposures exceeds the Borrowing Base as adjusted, then the Borrower shall (A) prepay Borrowings in an aggregate principal amount equal to such excess, and (B) if any excess remains after prepaying all Borrowings as a result of an LC Exposure, pay to the Administrative Agent on behalf of the Lenders an amount equal to such excess to be held as cash collateral as provided in Section 2.08(i). The Borrower shall be obligated to make such prepayment and/or deposit of cash collateral on the date the Parent Guarantor, the Borrower or such other Person receives cash proceeds as a result of such disposition or such incurrence of Debt. (iv) Each prepayment of Borrowings pursuant to this Section 3.04(c) shall be applied, first, ratably to any ABR Borrowings then outstanding, and, second, to any Eurodollar Borrowings then outstanding as the Borrower may direct. (v) Each prepayment of Borrowings pursuant to this Section 3.04(c) shall be applied ratably to the Loans under included in the prepaid Borrowings. Prepayments pursuant to this Section 2.5 3.04(c) shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid and the prepayment premium pursuant to extent required by Section 2.63.02.

Mandatory Prepayments. (a) If On each date on which the Commitments are reduced or terminated pursuant to Section 2.08 or Section 2.09, the Borrower shall repay or prepay such principal amount of the outstanding Advances and Swing Line Advances, if any date (together with interest accrued thereon and any Group Member shall receive Net Cash Proceeds from any Asset Sale amounts due under Section 8.05(a)), as may be necessary so that after such payment the aggregate unpaid principal amount of the Advances, together with the aggregate principal amount of all Swing Line Advances, Letter of Credit Advances, Licensee Loans and Undrawn Amounts does not exceed the aggregate amount of the Commitments as then reduced. Each such payment or Recovery Event then, unless a Reinvestment Notice shall be delivered in respect thereof, such Net Cash Proceeds prepayment shall be applied to repay or prepay first to Swing Line Advances outstanding on the date of such date toward prepayment and then, ratably to the prepayment Advances of the Loans as set forth in Section 2.5(d); 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 not exceed $250,000 and (ii) on each Reinvestment Prepayment Date, an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied toward the prepayment of the Loans as set forth in Section 2.5(d)several Banks. (b) If on any date of determination In the event that: (1) the aggregate principal amount of Loans (excluding any Additional Loans) outstanding exceeds the Borrowing Base (such excess amount being referred to herein asall Advances, an “Over Advance”), the Borrower shall prepay the Loans in an aggregate amount equal to such Over Advance on such date. Notwithstanding the foregoing, the Borrower shall not be required to make a prepayment pursuant to this Section 2.5(b) so long as (i) the aggregate amount of Over Advances on such date does not exceed $3,000,000, (ii) no Default or Event of Default has occurred and is continuing, (iii) an amount equal to (A) 110% of together with the aggregate principal amount of Loans (excluding the Swing Line Advances, Licensee Loans, Letter of Credit Advances and Undrawn Amounts at any Additional Loans) one time outstanding on such date minus (B) shall at any time exceed the Borrowing Base is deposited by the Borrower on such date in an interest-bearing segregated account subject to the sole dominion and control of the Administrative Agent (the “Over Advance Account”), and (iv) upon the earlier of (A) the next date on which the Borrower is required to deliver to the Administrative Agent a Borrowing Base Certificate pursuant to Section 6.2 and (B) the occurrence of a Default Base; or an Event of Default, the Borrower either (i) directs the Administrative Agent to apply the proceeds in the Over Advance Account equal to the then applicable Over Advances to the prepayment of the Loans (with the remaining balance to be paid to the Borrower in such account designated by the Borrower) or (ii) only to the extent no Over Advance exists on such date, directs the Administrative Agent to (and the Administrative Agent thereafter shall promptly, but in any event within two (2) Business Days the aggregate principal amount of receiving all Advances, together with the aggregate principal amount of the Swing Line Advances, Licensee Loans, Letter of Credit Advances and Undrawn Amounts at any one time outstanding shall at any time exceed the aggregate amount of the Commitments of all of the Banks at such directiontime, the Borrowers shall immediately repay so much of the Advances and Swing Line Advances as is necessary in order that: (1) deposit the aggregate principal amount of the Advances thereafter outstanding, together with the aggregate principal amount of the Swing Line Advances, Licensee Loans, Letter of Credit Advances and Undrawn Amounts shall not exceed the Borrowing Base; and (2) the aggregate principal amount of the Advances thereafter outstanding, together with the aggregate principal amount of the Swing Line Advances, Licensee Loans, Letter of Credit Advances and Undrawn Amounts shall not exceed the aggregate amount of the Commitments of all amounts in of the Over Advance Account to such account designated by the Borrower in writing Banks at such time. (c) If any Indebtedness shall be incurred by any Group Member (excluding any Indebtedness incurred in accordance with Section 7.2), an amount equal to 100% of the Net Cash Proceeds thereof shall be applied on the date of such incurrence toward the prepayment of the Loans as set forth in Section 2.5(d). (d) Amounts to be applied in connection with prepayments made pursuant to Section 2.5 shall be applied to the prepayment of the Loans in accordance with Section 2.9. Each prepayment of the Loans under Section 2.5 shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid and the prepayment premium pursuant to Section 2.6.

Mandatory Prepayments. (a) [Reserved]. (b) If any Indebtedness shall be incurred by any Group Member (excluding any Indebtedness incurred in accordance with Section 7.2), an amount equal to 100% of the Net Cash Proceeds thereof shall be applied on the date of such incurrence toward the prepayment of the Term Loans and other amounts as set forth in Section 2.12(e). (c) If on any date any Group Member 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 on such date toward the prepayment of the Loans and other amounts as set forth in Section 2.5(d2.12(e); provided, that, 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 not exceed $250,000 5,000,000 in any fiscal year of the Borrower and (ii) on each Reinvestment Prepayment Date, an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied toward the prepayment of the Loans and other amounts as set forth in Section 2.5(d). (b) If on any date of determination the aggregate principal amount of Loans (excluding any Additional Loans) outstanding exceeds the Borrowing Base (such excess amount being referred to herein as, an “Over Advance”), the Borrower shall prepay the Loans in an aggregate amount equal to such Over Advance on such date. Notwithstanding the foregoing, the Borrower shall not be required to make a prepayment pursuant to this Section 2.5(b) so long as (i) the aggregate amount of Over Advances on such date does not exceed $3,000,000, (ii) no Default or Event of Default has occurred and is continuing, (iii) an amount equal to (A) 110% of the aggregate principal amount of Loans (excluding any Additional Loans) outstanding on such date minus (B) the Borrowing Base is deposited by the Borrower on such date in an interest-bearing segregated account subject to the sole dominion and control of the Administrative Agent (the “Over Advance Account”), and (iv) upon the earlier of (A) the next date on which the Borrower is required to deliver to the Administrative Agent a Borrowing Base Certificate pursuant to Section 6.2 and (B) the occurrence of a Default or an Event of Default, the Borrower either (i) directs the Administrative Agent to apply the proceeds in the Over Advance Account equal to the then applicable Over Advances to the prepayment of the Loans (with the remaining balance to be paid to the Borrower in such account designated by the Borrower) or (ii) only to the extent no Over Advance exists on such date, directs the Administrative Agent to (and the Administrative Agent thereafter shall promptly, but in any event within two (2) Business Days of receiving such direction) deposit all amounts in the Over Advance Account to such account designated by the Borrower in writing at such time. (c) If any Indebtedness shall be incurred by any Group Member (excluding any Indebtedness incurred in accordance with Section 7.2), an amount equal to 100% of the Net Cash Proceeds thereof shall be applied on the date of such incurrence toward the prepayment of the Loans as set forth in Section 2.5(d2.12(e). (d) [Reserved]. (e) Amounts to be applied in connection with prepayments made pursuant to this Section 2.5 2.12 shall be applied to the prepayment of installments due in respect of the Term Loans on a pro rata basis as to such remaining installments and in accordance with Sections 2.3 and 2.18(b) (provided that any Term Loan Lender may decline any such prepayment (the aggregate amount of all such prepayments declined in connection with any particular prepayment, collectively, the “Declined Amount”), in which case the Declined Amount shall be distributed first, to the prepayment, on a pro rata basis, of the Term Loans held by Term Loan Lenders that have elected to accept such Declined Amounts; second, to the extent of any residual, if no Term Loans remain outstanding, to the prepayment of the Revolving Loans and Swingline Loans in accordance with Section 2.92.15(c) (with no corresponding permanent reduction in the Revolving Commitments); and third, to the extent of any residual, if no Term Loans, Revolving Loans or Swingline Loans remain outstanding, to the replacement of outstanding Letters of Credit and/or the deposit of an amount in cash (in an amount not to exceed 105% of the then existing L/C Exposure) in a Cash Collateral account established with the Administrative Agent for the benefit of the L/C Lenders on terms and conditions satisfactory to the Issuing Lender. Each prepayment of the Loans under this Section 2.5 2.12 (except in the case of Revolving Loans that are ABR Loans and Swingline Loans, in the event all Revolving Commitments have not been terminated) shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid. The Borrower shall deliver to the Administrative Agent and each Term Loan Lender notice of each prepayment of Term Loans in whole or in part pursuant to this Section 2.12 not less than five (5) Business Days prior to the date such prepayment shall be made (each, a “Mandatory Prepayment Date”). Such notice shall set forth (i) the Mandatory Prepayment Date, (ii) the aggregate amount of such prepayment and (iii) the options of each Term Loan Lender to (x) decline or accept its share of such prepayment and (y) to accept Declined Amounts. Any Term Loan Lender that wishes to exercise its option to decline such prepayment or to accept Declined Amounts shall notify the Administrative Agent by facsimile not later than three (3) Business Days prior to the Mandatory Prepayment Date. (f) The Borrower shall deliver to the Administrative Agent, at the time of each prepayment required under this Section 2.12, (i) a certificate signed by a Responsible Officer setting forth in reasonable detail the calculation of the amount of such prepayment or reduction and (ii) to the extent practicable, at least ten (10) days prior written notice of such prepayment or reduction (and the Administrative Agent shall promptly provide the same to each Lender). Each notice of prepayment shall specify the prepayment or reduction date, the Type of each Loan being prepaid and the principal amount of each Loan (or portion thereof) to be prepaid. (g) No prepayment premium fee shall be payable in respect of any mandatory prepayments made pursuant to this Section 2.62.12.

Mandatory Prepayments. (ai) If on the Administrative Agent notifies a Borrower at any time that (x) the Revolving Credit Exposure under a Revolving Credit Facility at such time exceeds an amount equal to 100% of the Revolving Commitments for such Revolving Credit Facility then in effect, then, within two Business Days after receipt of such notice, the relevant Borrower shall prepay Revolving Loans of such Borrower under such Revolving Credit Facility and/or Cash Collateralize the L/C Exposure in respect of Letters of Credit issued for the account of such Borrower in an aggregate amount sufficient to reduce such Revolving Credit Exposure as of such date of payment to an amount not to exceed 100% of the Revolving Commitments then in effect under such Revolving Credit Facility; provided, however, that, subject to the provisions of Section 2.05(g)(ii), no Borrower shall be required to Cash Collateralize the L/C Exposures pursuant to this Section 2.10(b) unless, after the prepayment in full of the Revolving Loans under the applicable Revolving Credit Facility, the Revolving Credit Exposure under such Revolving Credit Facility exceeds the Revolving Commitments then in effect under such Revolving Credit Facility. (ii) (A) If the Company or any Group Member shall receive Subsidiary receives any 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 on such date toward the prepayment of the Loans as set forth in Section 2.5(d); 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 not exceed $250,000 and (ii) on each Reinvestment Prepayment Date, an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied toward the prepayment of the Loans as set forth in Section 2.5(d). (b) If on any date of determination the aggregate principal amount of Loans (excluding any Additional Loans) outstanding exceeds the Borrowing Base (such excess amount being referred to herein as, an “Over Advance”)Casualty Event, the Borrower Borrowers shall prepay the Loans in an aggregate amount equal to such Over Advance on such date. Notwithstanding the foregoing, the Borrower shall not be required to make a prepayment pursuant to this Section 2.5(b) so long as (i) the aggregate amount of Over Advances on such date does not exceed $3,000,000, (ii) no Default or Event of Default has occurred and is continuing, (iii) an amount equal to (A) 110% of the aggregate principal amount of Loans (excluding any Additional Loans) outstanding on such date minus (B) the Borrowing Base is deposited by the Borrower on such date in an interest-bearing segregated account subject to the sole dominion and control of the Administrative Agent (the “Over Advance Account”), and (iv) upon the earlier of (A) the next date on which the Borrower is required to deliver to the Administrative Agent a Borrowing Base Certificate pursuant to Section 6.2 and (B) the occurrence of a Default or an Event of Default, the Borrower either (i) directs the Administrative Agent to apply the proceeds in the Over Advance Account equal to the then applicable Over Advances to the prepayment of the Loans (with the remaining balance to be paid to the Borrower in such account designated by the Borrower) or (ii) only to the extent no Over Advance exists on such date, directs the Administrative Agent to (and the Administrative Agent thereafter shall promptly, but in any event within two (2) Business Days of receiving such direction) deposit all amounts in the Over Advance Account to such account designated by the Borrower in writing at such time. (c) If any Indebtedness shall be incurred by any Group Member (excluding any Indebtedness incurred in accordance with Section 7.2), an amount equal to 100% of such Net Cash Proceeds (in the case of an Asset Sale by a Foreign Subsidiary, net of additional taxes payable (or that would be payable if the Net Cash Proceeds thereof shall be applied on the date of such incurrence toward the prepayment of the Loans as set forth in Section 2.5(d). (d) Amounts to be applied in connection with prepayments made pursuant to Section 2.5 shall be applied were repatriated to the prepayment of the Loans United States) or reserved against as a result thereof) in accordance with Section 2.9. Each prepayment of the Loans under Section 2.5 shall be accompanied by accrued interest 2.10(b)(vi) on or prior to the date which is ten (10) Business Days after the date of the realization or receipt of such Net Cash Proceeds; provided that no such prepayment on the amount prepaid and the prepayment premium shall be required pursuant to this Section 2.62.10(b)(ii)(A) with respect to such Net Cash Proceeds that the Company or a Subsidiary shall reinvest in accordance with Section 2.10(b)(ii)(B).

Mandatory Prepayments. (a) If on any date any Group Member shall receive Net Cash Proceeds from any Asset Sale or Recovery Event thenWithin five days after delivery to Agent of Borrowers' audited annual financial statements pursuant to Section 9.1.2 (the "ECF Payment Date"), unless a Reinvestment Notice shall be delivered in respect thereof, such Net Cash Proceeds shall be applied on such date toward commencing with the prepayment delivery to Agent of the Loans as set forth in Section 2.5(d); providedaudited annual financial statements for the Fiscal Year ending December 31, that2017, notwithstanding the foregoing, Borrowers shall (i) deliver to Agent a written calculation of Excess Cash Flow for such Fiscal Year, certified by a Senior Officer of 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 not exceed $250,000 Ultimate Parent, and (ii) on each Reinvestment Prepayment Date(A) if the Leverage Ratio is greater than 3.25:1.00 as of the last day of such Fiscal Year, prepay the outstanding principal amount of the Term Loans in an amount equal to the Reinvestment Prepayment Amount with respect result of (to the relevant Reinvestment Event shall be applied toward the prepayment extent positive) (1) 75% of the Loans as set forth in Section 2.5(d). Excess Cash Flow of the Ultimate Parent and its Subsidiaries for such Fiscal Year minus (b2) If on any date of determination the aggregate principal amount of Loans (excluding any Additional Loans) outstanding exceeds all payments made by the Borrowing Base (Borrowers pursuant to Section 5.2.3 for such excess amount being referred Fiscal Year or, at the option of the Borrowers, prior to herein the ECF Payment Date, so long as, an “Over Advance”)to the extent any deduction is made pursuant to the foregoing clause (2) after such Fiscal Year and prior to when such Excess Cash Flow prepayment is due, the Borrower shall prepay the Loans in an aggregate amount equal to such Over Advance on such date. Notwithstanding the foregoing, the Borrower prepayment shall not be required deducted with respect to make a the Excess Cash Flow prepayment pursuant for the succeeding Fiscal Year, or (B) if the Leverage Ratio is less than or equal to this Section 2.5(b) so long 3.25:1.00 as (i) of the aggregate last day of such Fiscal Year, prepay the outstanding principal amount of Over Advances on such date does not exceed $3,000,000, (ii) no Default or Event of Default has occurred and is continuing, (iii) the Term Loans in an amount equal to the result of (Ato the extent positive) 110(1) 50% of the Excess Cash Flow of the Ultimate Parent and its Subsidiaries for such Fiscal Year minus (2) the aggregate principal amount of Loans all payments made by the Borrowers pursuant to Section 5.2.3 for such Fiscal Year or, at the option of the Borrowers, prior to the ECF Payment Date, so long as, to the extent any deduction is made pursuant to the foregoing clause (2) after such Fiscal Year and prior to when such Excess Cash Flow prepayment is due, such prepayment shall not be deducted with respect to the Excess Cash Flow prepayment for the succeeding Fiscal Year (the "Excess Cash Flow Payment Amount"); provided, that if the Payment Conditions are not satisfied at the time such payment is due, Borrowers shall pay such portion of the Excess Cash Flow Payment Amount permitted to be paid on such date, if any, and shall on the first day of each month thereafter, pay such portion of the unpaid amount of the Excess Cash Flow Payment Amount permitted to be paid such that the Payment Conditions are satisfied until such time as the entire Excess Cash Flow Payment Amount has been paid in full; (b) Concurrently with any disposition of assets of an Obligor in excess of $750,000 in any Fiscal Year (excluding any Additional Loans) outstanding on such date minus (B) the Borrowing Base is deposited by sale or other transfer of Inventory and Accounts in the Borrower on such date Ordinary Course of Business), Borrowers shall prepay the Term Loan in an interest-bearing segregated account subject amount equal to the sole dominion Net Proceeds of such disposition; provided that so long as no Event of Default shall have occurred and control be continuing, the recipient of any such Net Proceeds may reinvest such Net Proceeds within (i) 180 days of such disposition in replacement assets performing the Administrative Agent same or similar functions; or (ii) within 270 days of such disposition if Borrowers have entered into a binding commitment to make such reinvestment in replacement assets performing the “Over Advance Account”)same or similar functions within the 180 day period referred to in clause (i) provided that, and (iv) upon the earlier of (A) the next date on which the Borrower is required to deliver to the Administrative Agent a Borrowing Base Certificate pursuant extent such disposition relates to Section 6.2 ABL Priority Collateral, such ABL Priority Collateral Proceeds shall be applied (i) first, to Revolver Debt until paid in full and (ii) second, to the Term Loans until paid in full and (B) to the occurrence of a Default or an Event of Defaultextent such disposition relates to Term Priority Collateral, the Borrower either such Term Priority Collateral Proceeds shall be applied (i) directs first, to the Administrative Agent Term Loan until paid in full and (ii) second, to apply the Revolver Debt until paid in full; (c) Concurrently with the receipt by any Obligor of any proceeds of any insurance or condemnation award in excess of $2,500,000, the Over Advance Account recipient of such proceeds shall prepay the Term Loan in an amount equal to such proceeds; provided that so long as no Event of Default shall have occurred and be continuing, the then applicable Over Advances recipient of any such proceeds may reinvest such proceeds (only to the prepayment extent that the aggregate amount of such proceeds from any single casualty or condemnation award do not exceed $7,000,000) within (i) 180 days of such disposition in replacement assets performing the Loans (with the remaining balance to be paid to the Borrower in such account designated by the Borrower) same or similar functions or (ii) only within 270 days of such disposition if Borrowers have entered into a binding commitment to make such reinvestment in replacement assets performing the same or similar functions within the 180 day period referred to in clause (i); provided that, (A) to the extent no Over Advance exists on such dateproceeds of insurance or condemnation award relates to ABL Priority Collateral, directs such ABL Priority Collateral Proceeds shall be applied (i) first, to Revolver Debt until paid in full and (ii) second, to the Administrative Agent Term Loans until paid in full and (B) to the extent such proceeds of insurance or condemnation award relates to Term Priority Collateral, such Term Priority Collateral Proceeds shall be applied (i) first, to the Term Loan until paid in full and (ii) second, to the Administrative Agent thereafter shall promptlyRevolver Debt until paid in full; (d) Concurrently with any issuance of Equity Interests (including issuances of Equity Interests constituting Equity Cure Contributions, but in any event within two excluding issuances of Equity Interests constituting "Equity Cure Contributions" (2) Business Days of receiving such direction) deposit all amounts as defined in the Over Advance Account to such account designated by the Borrower in writing at such time. (cRevolver Loan Agreement)) If any Indebtedness shall be incurred by any Group Member (excluding any Indebtedness incurred Obligor, Borrowers shall prepay the Term Loan in accordance with Section 7.2), an amount equal to 100% the net proceeds of such issuance; (e) Concurrently with any issuance of Debt (other than Debt permitted by Section 9.2.1) by any Obligor, Borrowers shall prepay the Net Cash Term Loan in an amount equal to the net proceeds of such issuance; (f) [reserved]; (g) Concurrently with the receipt of any Extraordinary Receipts by any Obligor, Borrowers shall prepay Term Loans in an amount equal to such proceeds; provided that to the extent such proceeds relates to ABL Priority Collateral, such ABL Priority Collateral Proceeds thereof shall be applied on the date of such incurrence toward the prepayment of the Loans as set forth (i) first, to Revolver Debt until paid in Section 2.5(d). full and (dii) Amounts to be applied in connection with prepayments made pursuant to Section 2.5 shall be applied second, to the prepayment of the Term Loans until paid in accordance with Section 2.9. Each prepayment of the Loans under Section 2.5 shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid and the prepayment premium pursuant to Section 2.6full.

Mandatory Prepayments. (a) If on Upon the occurrence of any date any Group Member shall receive Net Cash Proceeds from any Asset Sale or Recovery Event thenof the events set forth in Section 2.1 of the Common Agreement, unless a Reinvestment Notice the Borrower shall be delivered in respect thereofrequired to prepay the Advances, such Net Cash Proceeds shall be applied on such date toward the prepayment of the Loans as set forth in Section 2.5(d); provided, that, notwithstanding 2.1 of 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 not exceed $250,000 and (ii) on each Reinvestment Prepayment Date, an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event Common Agreement. All such prepayments shall be applied toward made in the prepayment of the Loans as manner set forth in Section 2.5(d). (b) If on any date of determination the aggregate principal amount of Loans (excluding any Additional Loans) outstanding exceeds the Borrowing Base (such excess amount being referred to herein as, an “Over Advance”), the Borrower shall prepay the Loans in an aggregate amount equal to such Over Advance on such date. Notwithstanding the foregoing, the Borrower shall not be required to make a prepayment pursuant to this Section 2.5(b) so long as (i) the aggregate amount of Over Advances on such date does not exceed $3,000,000, (ii) no Default or Event of Default has occurred and is continuing, (iii) an amount equal to (A) 110% 2.1 of the aggregate principal amount of Loans (excluding any Additional Loans) outstanding on such date minus (B) the Borrowing Base is deposited by the Borrower on such date in an interest-bearing segregated account subject to the sole dominion and control of the Administrative Agent (the “Over Advance Account”)Common Agreement, and (iv) upon the earlier of (A) the next date on which the Borrower is required to deliver to the Administrative Agent a Borrowing Base Certificate pursuant to Section 6.2 and (B) the occurrence of a Default or an Event of Default, the Borrower either (i) directs the Administrative Agent to apply the proceeds in the Over Advance Account equal to the then applicable Over Advances to the prepayment of the Loans (together with the remaining balance to be paid to the Borrower in such account designated by the Borrower) or (ii) only to the extent no Over Advance exists on such date, directs the Administrative Agent to (and the Administrative Agent thereafter shall promptly, but in any event within two (2) Business Days of receiving such direction) deposit all amounts in the Over Advance Account to such account designated by the Borrower in writing at such time. (c) If any Indebtedness shall be incurred by any Group Member (excluding any Indebtedness incurred in accordance with Section 7.2), an amount equal to 100% of the Net Cash Proceeds thereof shall be applied on the date of such incurrence toward the prepayment of the Loans as set forth in Section 2.5(d). (d) Amounts to be applied in connection with prepayments made pursuant to Section 2.5 shall be applied to the prepayment of the Loans in accordance with Section 2.9. Each prepayment of the Loans under Section 2.5 shall be accompanied by accrued interest to the date of such prepayment on the principal amount prepaid, together with any amounts owing pursuant to Section 8.5(c). Amounts prepaid pursuant to this Section 2.6 and Section 2.1 of the Common Agreement may not be reborrowed. Amounts prepaid pursuant to this Section 2.6 and Section 2.1 of the Common Agreement shall be applied on a pro rata basis across maturities to the Advances held by each Lender, unless otherwise specified in Section 2.1 of the Common Agreement. (b) On the Test Date (as defined below), the Borrower shall notify the Administrative Agent in writing of the Gross Principal Due (as defined below) and the Cash Resources Available (as defined below), in each case as of the Test Date. If, on the Test Date, the Gross Principal Due exceeds the Cash Resources Available, as of the Test Date, the Borrower shall, no later than forty-five (45) days after the Test Date (the “Mandatory Prepayment Date”) prepay all of the Advances of all of the Lenders, provided that any Lender (each, a “Waiving Lender”) may, on or before the Mandatory Prepayment Date, by written notice to the Borrower (with a copy to the Administrative Agent) (a “Mandatory Prepayment Waiver Notice”) waive the requirement pursuant to this Section 2.6(b) for such mandatory prepayment with respect to the Advances of such Waiving Lender, whereupon the Borrower shall have no obligation to prepay the Advances of such Waiving Lender. Immediately after receipt thereof, the Administrative Agent shall provide a copy of each Mandatory Prepayment Waiver Notice to each Lender. On the Mandatory Prepayment Date, the Borrower shall prepay the Advances of all Lenders (other than each Waiving Lender). All such prepayments shall be made to the Lenders entitled thereto pro rata and shall otherwise be paid in the manner set forth in Section 2.1 of the Common Agreement. Such prepayments shall be made together with accrued interest to the date of such prepayment on the principal amount prepaid and the prepayment premium together with any amounts owing pursuant to Section 2.6.8.5(c) as a result of such prepayment. Amounts prepaid pursuant to this Section 2.6(b) may not be reborrowed. For the purposes of this Section 2.6(b):

Mandatory Prepayments. (a) If on any date any Group Member 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 on such date toward the prepayment of the Loans as set forth in Section 2.5(d); 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 not exceed $250,000 and [INTENTIONALLY OMITTED] (ii) on each Reinvestment Prepayment Date, an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied toward the prepayment of the Loans as set forth in Section 2.5(d). (b) If on any date of determination the aggregate principal amount of Loans (excluding any Additional Loans) outstanding exceeds the Borrowing Base (such excess amount being referred to herein as, an “Over Advance”), the Borrower shall prepay the Loans in an aggregate amount equal to such Over Advance on such date. Notwithstanding the foregoing, the Borrower shall not be required to make a prepayment pursuant to this Section 2.5(b) so long as (i) the aggregate amount of Over Advances on such date does not exceed $3,000,000, (ii) no Default or Event of Default has occurred and is continuing, (iii) an amount equal to (A) 110% of the aggregate principal amount of Loans (excluding any Additional Loans) outstanding on such date minus (B) the Borrowing Base is deposited by the Borrower on such date in an interest-bearing segregated account subject to the sole dominion and control of the Administrative Agent (the “Over Advance Account”), and (iv) upon the earlier of (A) the next date on which the Borrower is required to deliver to the Administrative Agent a Borrowing Base Certificate pursuant to Section 6.2 and (B) the occurrence of a Default or an Event of Default, the Borrower either (i) directs the Administrative Agent to apply the proceeds in the Over Advance Account equal to the then applicable Over Advances to the prepayment of the Loans (with the remaining balance to be paid to the Borrower in such account designated by the Borrower) or (ii) only to the extent no Over Advance exists on such date, directs the Administrative Agent to (and the Administrative Agent thereafter shall promptly, but in any event within No later than two (2) Business Days following receipt of receiving such direction) deposit all amounts Net Cash Proceeds from any voluntary or involuntary sale or disposition by Borrower or any of its Subsidiaries of property or assets after the Closing Date (other than sales or dispositions of Inventory or Equipment or other fixed assets in the Over Advance Account ordinary course of business and other than any proceeds from the termination of the lease for Borrower’s store located on 34th Street, New York City, NY), subject to such account designated by the Senior Loan Subordination Agreement, Borrower in writing at such time. (c) If any Indebtedness shall be incurred by any Group Member (excluding any Indebtedness incurred prepay the outstanding Obligations in accordance with Section 7.2), clause (d) below in an amount equal to 100% of the Net Cash Proceeds thereof shall be applied on in excess of $500,000 in any fiscal year of Borrower received by such Person in connection with such sales or dispositions to the date extent that the aggregate amount of such incurrence toward the Net Cash Proceeds received by Borrower and its Subsidiaries (and not paid to Agent as a prepayment of the Loans as set forth Obligations) for all such sales or dispositions shall exceed $500,000 in Section 2.5(d). any fiscal year. Nothing contained in this subclause (dii) Amounts shall permit Borrower or any of its Subsidiaries to be applied in connection with prepayments made pursuant to Section 2.5 shall be applied to the prepayment sell or otherwise dispose of the Loans any property or assets other than in accordance with Section 2.9. Each prepayment 6.4. (iii) No later than two (2) Business Days following the receipt by Borrower or any of its Subsidiaries of any cash or other collected funds in respect of Extraordinary Receipts after the Closing Date in excess of $500,000 in the aggregate in any fiscal year of Borrower ending after the Closing Date, subject to the Senior Loan Subordination Agreement, Borrower shall prepay the outstanding Obligations in accordance with clause (d) below in an amount equal to 100% of such Extraordinary Receipts in excess of $500,000 in the aggregate in any fiscal year of Borrower ending after the Closing Date, net of any reasonable expenses incurred in collecting such Extraordinary Receipts. (iv) No later than two (2) Business Days following the issuance or incurrence by Borrower or any of its Subsidiaries of any Indebtedness (other than Indebtedness referred to in clauses (a) through (c) and (e) through (g) of Section 6.1) after the Closing Date, or the sale or issuance by Borrower or any of its Subsidiaries of any shares of its Capital Stock in an amount in excess of $500,000 in any one transaction or series of related transactions, subject to the Senior Loan Subordination Agreement and excluding proceeds from the issuance of Capital Stock as a result of the Loans under Section 2.5 shall be accompanied by accrued interest exercise of options, warrants or subordinated convertible debentures outstanding prior to the date Closing Date or the exercise of rights with respect to any Capital Stock based compensation awarded to officers, directors or employees of Borrower, Borrower shall prepay the outstanding principal of the Obligations in accordance with clause (d) in an amount equal to 50% of the Net Cash Proceeds received by Borrower or its Subsidiaries in connection with such prepayment on sale, issuance, or incurrence. The provisions of this subsection (iv) shall not be deemed to be implied consent to any such sale, issuance, or incurrence otherwise prohibited by the amount prepaid terms and the prepayment premium pursuant to Section 2.6conditions of this Agreement.

Mandatory Prepayments. (a) If If, on any date any Group Member 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 on such date toward the prepayment of the Loans as set forth in Section 2.5(d); provided, that, notwithstanding the foregoingCalculation Date, (i) the aggregate Net Cash Proceeds Total Outstanding Extensions of Asset Sales and Recovery Events that may be excluded from Credit exceed the foregoing requirement pursuant to a Reinvestment Notice shall not exceed $250,000 and Total Commitments, (ii) the aggregate Foreign Borrower Exposure of all Foreign Borrowers exceeds 105% of the Aggregate Foreign Sublimit then in effect, or (iii) the Dollar Equivalent of the Multicurrency Loans outstanding on each Reinvestment Prepayment Datesuch date exceeds 105% of the Multicurrency Sublimit on such date, the applicable Borrower or Borrowers shall, without notice or demand, immediately repay such of the outstanding Loans in an aggregate principal amount such that, after giving effect thereto, (x) the Total Outstanding Extensions of Credit do not exceed the Total Commitments, (y) the aggregate Foreign Borrower Exposure of all Foreign Borrowers does not exceed the Aggregate Foreign Sublimit then in effect and (z) the Dollar Equivalent of the Multicurrency Loans outstanding on such date is equal to or less than the Multicurrency Sublimit on such date, together with interest accrued to the date of such payment or prepayment on the principal so prepaid and any amounts payable under Section 2.26 in connection therewith. Any prepayment of Dollar Revolving Loans pursuant to clause (i) of the immediately preceding sentence shall be applied to prepay any outstanding Swingline Loans. Each Borrower may in lieu of prepaying Multicurrency Loans outstanding to such Borrower in order to comply with this paragraph deposit amounts in the relevant Foreign Currencies in a Cash Collateral Account, for the benefit of the Multicurrency Lenders, equal to the aggregate principal amount of Multicurrency Loans of such Borrower required to be prepaid. To the extent that after giving effect to any prepayment of Loans required by this paragraph, the Total Outstanding Extensions of Credit at such time exceed the Total Commitments at such time, the Company or the applicable Foreign Borrower shall, without notice or demand, immediately deposit in a Cash Collateral Account, for the benefit of the Lenders, upon terms reasonably satisfactory to the Administrative Agent an amount equal to the Reinvestment Prepayment Amount with respect amount of such remaining excess. The Administrative Agent shall apply any cash deposited in any Cash Collateral Account (to the relevant Reinvestment Event shall be applied toward extent thereof) to pay any Reimbursement Obligations which are or become due thereafter and/or to repay Multicurrency Loans at the prepayment end of the Loans Interest Periods therefor, as set forth in Section 2.5(d). the case may be, provided that, (b) If on any date of determination the aggregate principal amount of Loans (excluding any Additional Loans) outstanding exceeds the Borrowing Base (such excess amount being referred to herein as, an “Over Advance”), the Borrower shall prepay the Loans in an aggregate amount equal to such Over Advance on such date. Notwithstanding the foregoing, the Borrower shall not be required to make a prepayment pursuant to this Section 2.5(bx) so long as (i) the aggregate amount of Over Advances on such date does not exceed $3,000,000, (ii) no Default or Event of Default has occurred and is continuing, (iii) an amount equal to (A) 110% of the aggregate principal amount of Loans (excluding any Additional Loans) outstanding on such date minus (B) the Borrowing Base is deposited by the Borrower on such date in an interest-bearing segregated account subject to the sole dominion and control of the Administrative Agent (shall release to the “Over Advance Account”), relevant Borrower from time to time such portion of the amount on deposit in any Cash Collateral Account by such Borrower to the extent such amount is not required to be so deposited in order for the Borrowers to be in compliance with this Section 2.17 and (iv) upon the earlier of (Ay) the next date on which Administrative Agent may so apply such cash at any time after the Borrower is required to deliver occurrence and during the continuation of an Event of Default. “Cash Collateral Account” means an account specifically established by the Borrowers with the Administrative Agent for purposes of this Section 2.17 and hereby pledged to the Administrative Agent a Borrowing Base Certificate pursuant to Section 6.2 and (B) the occurrence of a Default or an Event of Default, the Borrower either (i) directs over which the Administrative Agent to apply shall have exclusive dominion and control, including the proceeds in the Over Advance Account equal to the then applicable Over Advances to the prepayment right of the Loans (with the remaining balance to be paid to the Borrower in such account designated by the Borrower) or (ii) only to the extent no Over Advance exists on such date, directs the Administrative Agent to (and the Administrative Agent thereafter shall promptly, but in any event within two (2) Business Days of receiving such direction) deposit all amounts in the Over Advance Account to such account designated by the Borrower in writing at such time. (c) If any Indebtedness shall be incurred by any Group Member (excluding any Indebtedness incurred withdrawal for application in accordance with this Section 7.2)2.17. For the avoidance of doubt, an amount equal to 100% of the Net Cash Proceeds thereof any amounts paid by any Foreign Borrower shall be applied on solely to the date Loans of such incurrence toward Foreign Borrower or the prepayment of the Loans as set forth in Section 2.5(d). (d) Amounts to be applied in connection with prepayments made pursuant to Section 2.5 shall be applied to the prepayment of the Loans in accordance with Section 2.9. Each prepayment of the Loans under Section 2.5 shall be accompanied by accrued interest to the date Reimbursement Obligations of such prepayment on Foreign Borrower or deposited in the amount prepaid and Cash Collateral Account in respect of Multicurrency Loans of such Foreign Borrower or in respect of Letters of Credit issued for the prepayment premium pursuant to Section 2.6account of such Foreign Borrower.

Mandatory Prepayments. (a) If on any date any Group Member 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 on such date toward the prepayment of the Loans as set forth in Section 2.5(d); provided, that, notwithstanding the foregoing, (i) If the aggregate Net Cash Proceeds Agent notifies the Company on the second Business Day prior to any interest payment date that the sum of Asset Sales and Recovery Events that may be excluded from the foregoing requirement pursuant to a Reinvestment Notice shall not exceed $250,000 and (iiA) on each Reinvestment Prepayment Date, an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied toward the prepayment of the Loans as set forth in Section 2.5(d). (b) If on any date of determination the aggregate principal amount of Loans all Advances denominated in Dollars plus the Available Amount of Letters of Credit denominated in Dollars then outstanding plus (excluding any Additional Loans) outstanding exceeds the Borrowing Base (such excess amount being referred to herein as, an “Over Advance”), the Borrower shall prepay the Loans in an aggregate amount equal to such Over Advance on such date. Notwithstanding the foregoing, the Borrower shall not be required to make a prepayment pursuant to this Section 2.5(b) so long as (iB) the aggregate amount of Over Advances on such date does not exceed $3,000,000, Equivalent in Dollars (ii) no Default or Event of Default has occurred and is continuing, (iii) an amount equal to both (A) 110% and (B) determined on the third Business Day prior to such interest payment date) of the aggregate principal amount of Loans (excluding any Additional Loans) all Advances denominated in Committed Currencies plus the Available Amount of all Letters of Credit denominated in Committed L/C Currencies then outstanding on such date minus (B) the Borrowing Base is deposited by the Borrower on such date in an interest-bearing segregated account subject to the sole dominion and control exceeds 105% of the Administrative Agent (the “Over Advance Account”), and (iv) upon the earlier of (A) the next date on which the Borrower is required to deliver to the Administrative Agent a Borrowing Base Certificate pursuant to Section 6.2 and (B) the occurrence of a Default or an Event of Default, the Borrower either (i) directs the Administrative Agent to apply the proceeds in the Over Advance Account equal to the then applicable Over Advances to the prepayment aggregate Revolving Credit Commitments of the Loans (with the remaining balance to be paid to the Borrower in such account designated by the Borrower) or (ii) only to the extent no Over Advance exists Lenders on such date, directs the Administrative Agent to (and the Administrative Agent thereafter shall promptlyBorrowers shall, but in any event within two (2) Business Days after receipt of receiving such direction) deposit all amounts in notice, prepay the Over Advance Account to such account designated outstanding principal amount of any Advances owing by the Borrower Borrowers in writing at an aggregate amount sufficient to reduce such time. (c) If any Indebtedness shall be incurred by any Group Member (excluding any Indebtedness incurred in accordance with Section 7.2), sum after such payment to an amount equal not to exceed 100% of the Net Cash Proceeds thereof shall be applied on the date of such incurrence toward the prepayment aggregate Revolving Credit Commitments of the Loans as set forth in Section 2.5(d)Lenders. The Agent shall provide such notice to the Company at the request of any Lender. (dii) Amounts to be applied in connection with prepayments Each prepayment made pursuant to this Section 2.5 2.10(b) shall be applied to the prepayment of the Loans in accordance made together with Section 2.9. Each prepayment of the Loans under Section 2.5 shall be accompanied by any interest accrued interest to the date of such prepayment on the amount principal amounts prepaid and and, in the case of any prepayment premium of a Eurocurrency Rate Advance on a date other than the last day of an Interest Period or at its maturity, any additional amounts which the Borrowers shall be obligated to reimburse to the Lenders in respect thereof pursuant to Section 2.69.04(c). The Agent shall give prompt notice of any prepayment required under this Section 2.10(b) to the Company and the Lenders.

Mandatory Prepayments. (a) If If, on any date any Group Member shall receive Net Cash Proceeds from any Asset Sale or Recovery Event thendate, unless a Reinvestment Notice shall be delivered in respect thereof, such Net Cash Proceeds shall be applied on such date toward the prepayment sum of the Loans as set forth in Section 2.5(d); provided, that, notwithstanding the foregoing, (i) the aggregate Net Cash Proceeds principal amount of Asset Sales and Recovery Events that may be excluded from the foregoing requirement pursuant to a Reinvestment Notice shall not exceed $250,000 and all Advances denominated in Dollars then outstanding plus (ii) the Equivalent in Dollars (determined on each Reinvestment Prepayment Date, an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied toward the prepayment of the Loans as set forth in Section 2.5(d). (b) If on any date of determination the aggregate principal amount of Loans (excluding any Additional Loans) outstanding exceeds the Borrowing Base (such excess amount being referred to herein as, an “Over Advance”), the Borrower shall prepay the Loans in an aggregate amount equal third Business Day prior to such Over Advance on such date. Notwithstanding the foregoing, the Borrower shall not be required to make a prepayment pursuant to this Section 2.5(b) so long as (i) the aggregate amount of Over Advances on such date does not exceed $3,000,000, (ii) no Default or Event of Default has occurred and is continuing, (iii) an amount equal to (A) 110% of the aggregate principal amount of Loans all Advances denominated in Alternative Currencies then outstanding plus (excluding any Additional Loans) outstanding on such date minus (Biii) the Borrowing Base is deposited by the Borrower on such date aggregate Available Amount of all Letters of Credit denominated in an interest-bearing segregated account subject to the sole dominion and control of the Administrative Agent (the “Over Advance Account”), and Dollars then outstanding plus (iv) upon the earlier of Equivalent in Dollars (Adetermined on the third Business Day prior to such date) the next date on which the Borrower is required to deliver to the Administrative Agent a Borrowing Base Certificate pursuant to Section 6.2 and (B) the occurrence of a Default or an Event of Default, the Borrower either (i) directs the Administrative Agent to apply the proceeds in the Over Advance Account equal to the then applicable Over Advances to the prepayment of the Loans (with aggregate Available Amount of all Letters of Credit denominated in Alternative Currencies then outstanding exceeds 103% of the remaining balance to be paid to aggregate Commitments of the Borrower in such account designated by the Borrower) or (ii) only to the extent no Over Advance exists Lenders on such date, directs the Administrative Agent to Company and each other Borrower, if any, shall thereupon promptly prepay the outstanding principal amount of any Advances owing by such Borrower in an aggregate amount (and the Administrative Agent thereafter shall promptly, but in any event within two (2) Business Days of receiving such direction) or deposit all amounts an amount in the Over Advance Account Cash Deposit Account) sufficient to reduce such account designated sum (calculated on the basis of the Available Amount of Letters of Credit being reduced by the Borrower amount in writing at such time. (cthe Cash Deposit Account) If any Indebtedness shall be incurred by any Group Member (excluding any Indebtedness incurred in accordance with Section 7.2), to an amount equal not to exceed 100% of the Net Cash Proceeds thereof shall be applied on the date of such incurrence toward the prepayment aggregate Commitments of the Loans as set forth in Section 2.5(d). (d) Amounts to be applied in connection Lenders on such date, together with prepayments made pursuant to Section 2.5 shall be applied to the prepayment of the Loans in accordance with Section 2.9. Each prepayment of the Loans under Section 2.5 shall be accompanied by any interest accrued interest to the date of such prepayment on the amount principal amounts prepaid and and, in the case of any prepayment premium of a Term Rate Advance on a date other than the last day of an Interest Period or an Alternative Currency Daily Rate Advance other than on an Interest Payment Date applicable thereto, any additional amounts which such Borrower shall be obligated to reimburse to the Lenders in respect thereof pursuant to Section 2.69.04(c). The Administrative Agent shall give prompt notice of any prepayment required under this Section 2.10(b) to the Borrowers and the Lenders.

Mandatory Prepayments. (a) If on any date any Group Member 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 on such date toward the prepayment of the Loans as set forth in Section 2.5(d); provided, that, notwithstanding the foregoing, (i) If, after giving effect to any termination or reduction of the aggregate Net Cash Proceeds of Asset Sales and Recovery Events that may be excluded from the foregoing requirement Aggregate Maximum Credit Amounts pursuant to a Reinvestment Notice shall not exceed $250,000 and (ii) on each Reinvestment Prepayment Date, an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied toward the prepayment of the Loans as set forth in Section 2.5(d). (b) If on any date of determination the aggregate principal amount of Loans (excluding any Additional Loans) outstanding exceeds the Borrowing Base (such excess amount being referred to herein as, an “Over Advance”2.06(b), the Borrower shall prepay total Revolving Credit Exposures exceeds the Loans in an aggregate amount equal to such Over Advance on such date. Notwithstanding the foregoingtotal Commitments, then the Borrower shall not be required to make a prepayment pursuant to this Section 2.5(b) so long as (i) the aggregate amount of Over Advances on such date does not exceed $3,000,000, (ii) no Default or Event of Default has occurred and is continuing, (iii) an amount equal to (A) 110% of prepay the aggregate principal amount of Loans (excluding any Additional Loans) outstanding on such date minus (B) the Borrowing Base is deposited by the Borrower on such date in an interest-bearing segregated account subject to the sole dominion and control of the Administrative Agent (the “Over Advance Account”), and (iv) upon the earlier of (A) the next date on which the Borrower is required to deliver to the Administrative Agent a Borrowing Base Certificate pursuant to Section 6.2 and (B) the occurrence of a Default or an Event of Default, the Borrower either (i) directs the Administrative Agent to apply the proceeds in the Over Advance Account equal to the then applicable Over Advances to the prepayment of the Loans (with the remaining balance to be paid to the Borrower in such account designated by the Borrower) or (ii) only to the extent no Over Advance exists on such date, directs the Administrative Agent to (and the Administrative Agent thereafter shall promptly, but in any event within two (2) Business Days of receiving such direction) deposit all amounts in the Over Advance Account to such account designated by the Borrower in writing at such time. (c) If any Indebtedness shall be incurred by any Group Member (excluding any Indebtedness incurred in accordance with Section 7.2), an amount equal to 100% of the Net Cash Proceeds thereof shall be applied Borrowings on the date of such incurrence toward the prepayment termination or reduction in an aggregate principal amount equal to such excess, and (B) if any excess remains after prepaying all of the Loans Borrowings as set forth a result of an LC Exposure, pay to the Administrative Agent on behalf of the Lenders an amount equal to such excess to be held as cash collateral as provided in Section 2.5(d2.08(j). (dii) Amounts to be applied in connection with prepayments made pursuant to Section 2.5 shall be applied Upon any redetermination of or adjustment to the prepayment amount of the Loans Borrowing Base in accordance with Section 2.92.07 or Section 8.13(c), if the total Revolving Credit Exposures exceeds the redetermined or adjusted Borrowing Base, then the Borrower shall (A) prepay the Borrowings in an aggregate principal amount equal to such excess, and (B) if any excess remains after prepaying all of the Borrowings as a result of an LC Exposure, pay to the Administrative Agent on behalf of the Lenders an amount equal to such excess to be held as cash collateral as provided in Section 2.08(j). The Borrower shall be obligated to make such prepayment and/or deposit of cash collateral within forty-five (45) days following its receipt of the New Borrowing Base Notice in accordance with Section 2.07(d) or the date the adjustment occurs; provided that all payments required to be made pursuant to this Section 3.04(c)(ii) must be made on or prior to the Termination Date. (iii) Upon any adjustments to the Borrowing Base pursuant to Section 9.13, if the total Revolving Credit Exposures exceeds the Borrowing Base as adjusted, then the Borrower shall (A) prepay the Borrowings in an aggregate principal amount equal to such excess, and (B) if any excess remains after prepaying all of the Borrowings as a result of an LC Exposure, pay to the Administrative Agent on behalf of the Lenders an amount equal to such excess to be held as cash collateral as provided in Section 2.08(j). The Borrower shall be obligated to make such prepayment and/or deposit of cash collateral on the date it or any Subsidiary receives cash proceeds as a result of such disposition; provided that all payments required to be made pursuant to this Section 3.04(c)(iii) must be made on or prior to the Termination Date. (iv) Each prepayment of Borrowings pursuant to this Section 3.04(c) shall be applied, first, ratably to any ABR Borrowings then outstanding, and, second, to any Eurodollar Borrowings then outstanding, and if more than one Eurodollar Borrowing is then outstanding, to each such Eurodollar Borrowing in order of priority beginning with the Eurodollar Borrowing with the least number of days remaining in the Interest Period applicable thereto and ending with the Eurodollar Borrowing with the most number of days remaining in the Interest Period applicable thereto. (v) Each prepayment of Borrowings pursuant to this Section 3.04(c) shall be applied ratably to the Loans under included in the prepaid Borrowings. Prepayments pursuant to this Section 2.5 3.04(c) shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid and the prepayment premium pursuant to extent required by Section 2.63.02.

Mandatory Prepayments. (a) If on any date any Group Member shall receive Net Cash Proceeds from any Asset Sale or Recovery Event then, unless the Aggregate Usage exceeds the then applicable Borrowing Base (including if due to the exclusion of a Reinvestment Notice shall be delivered in respect thereof, such Net Cash Proceeds shall be applied on such date toward the prepayment of the Loans as set forth in Section 2.5(d); provided, that, notwithstanding the foregoing, (i) the aggregate Net Cash Proceeds of Asset Sales and Recovery Events that may be excluded Watched Loan from the foregoing requirement pursuant to a Reinvestment Notice shall not exceed $250,000 and (ii) on each Reinvestment Prepayment Date, an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied toward the prepayment calculation of the Loans as set forth in Section 2.5(d). (b) If on any date of determination the aggregate principal amount of Loans (excluding any Additional Loans) outstanding exceeds the Borrowing Base (such excess amount being referred pursuant to herein as, an “Over Advance”Section 9.1), the Borrower Borrowers shall prepay the Loans in an aggregate amount equal sufficient to such Over Advance reduce the Aggregate Usage to the then applicable Borrowing Base amount as follows: If on such date. Notwithstanding any date the foregoing, the Borrower shall not be required to make a prepayment pursuant to this Section 2.5(b) so long as Aggregate Usage: (i) is greater than 105% of the aggregate current Borrowing Base amount as determined by reference to a Borrowing Base Certificate (the “Initial Borrowing Base Certificate”), then Borrowers shall, no later than the earlier of Over Advances on such date does not exceed $3,000,000, (ii) no Default or Event of Default has occurred and is continuing, (iii) an amount equal to (A) 110% five (5) Business Days from either the Administrative Agent’s written approval of the aggregate principal amount Initial Borrowing Base Certificate pursuant to Section 9.1.3 or its delivery of Loans (excluding any Additional Loans) outstanding on such date minus a revised certificate in response to the Initial Borrowing Base Certificate and (B) the first Business Day of the calendar month that immediately succeeds the month in which the Initial Borrowing Base is deposited by the Borrower on such date in an interest-bearing segregated account subject Certificate was delivered to the sole dominion and control of the Administrative Agent (the “Over Advance AccountPrepay Period”) prepay the outstanding principal amount of the Loans in an amount necessary to reduce the Aggregate Usage to an amount less than or equal to 100% of such Borrowing Base amount; provided that Borrowers may request that an Approved Financing not previously included within the Initial Borrowing Base Certificate calculation, be added to the Borrowing Base as Eligible Collateral prior to the expiration of the Prepay Period. In the event that such Approved Financing if added to the Borrowing Base using an agreed BB Nominal Value and BB Adjusted Value, would cause the Borrowing Base to equal or exceed the Aggregate Usage, as evidenced by a new Borrowing Base Certificate that has been approved by Administrative Agent (the “Supplemental Borrowing Base Certificate”), and such new Approved Financing is subsequently added to the Borrowing Base (ivfollowing the satisfaction of conditions precedent set forth in this Agreement including, without limitation Section 6.2) upon as an Approved Additional Collateral Event prior to the earlier expiration of (A) the next date on which Prepay Period, the Borrowers will no longer be obligated to prepay the Loans as a result of the original over-advance; provided that if, following the approval of the Supplemental Borrowing Base Certificate and addition to the Borrowing Base of such new Approved Financing the Aggregate Usage would still exceed the Borrowing Base amount as determined pursuant to the Supplemental Borrowing Base Certificate, Administrative Agent may immediately thereafter apply any and all funds in the Borrower Collateral Accounts to prepay the Loans until such time (but in no event later than the expiration of the Prepay Period) as the Aggregate Usage is required equal to deliver or less than the Borrowing Base amount; provided further that, nothing herein shall relieve the Borrowers of their obligation to repay the Loans no later than the expiration of the Prepay Period if the inclusion of an Approved Financing and/or sweeping of the Borrower Collateral Accounts do not otherwise reduce the Aggregate Usage to an amount less than or equal to the Borrowing Base as determined by reference to the Initial Borrowing Base Certificate or the Supplemental Borrowing Base Certificate if an Approved Financing was added to the Borrowing Base prior to the end of the Prepay Period. To the extent the provisions of this Section 5.2.1(a)(i) are applicable, Borrowers shall indicate to Administrative Agent on each date a Borrowing Base Certificate pursuant is delivered whether Borrowers will elect to Section 6.2 provide new Approved Financings or otherwise prepay the Loans; or (ii) is greater than 100% but equal to or less than 105% of the then current Borrowing Base amount as determined by reference to the most recently delivered Borrowing Base Certificate, then, Borrowers shall cause all amounts on deposit in the Borrower Collateral Accounts to be applied on (I) the earlier of the (x) Payment Date immediately following the delivery of such Borrowing Base Certificate and (By) the occurrence of a Default or an Event of Default, date that is five (5) Business Days after the Borrower either (i) directs approval by the Administrative Agent of such Borrowing Base Certificate or Administrative Agents delivery of a revised certificate in response to apply such Borrowing Base Certificate and (II) on each Payment Date thereafter, in each case, to prepay the proceeds principal amount of the Loan Facility in accordance with the Over Advance Account terms of the Depositary Agreement until such time as the Aggregate Usage is equal to or less than 100% of the then applicable Over Advances to current Borrowing Base amount, (b) If the prepayment Interest Service Coverage Ratio as of the end of any Interest Coverage Calculation Period is less than the Interest Service Coverage Ratio Threshold for such Interest Coverage Calculation Period, Borrowers shall, no later than five (5) Business Days after the last day of such period, prepay the outstanding principal amount of the Loans (with the remaining balance in an amount sufficient to cause such Interest Service Coverage Ratio to be paid at least equal to the Borrower in such account designated Interest Service Coverage Ratio Threshold, as evidenced by a new Borrowing Base Certificate that has been delivered by the Borrower) or (ii) only Borrowers to the extent no Over Advance exists on such date, directs the Administrative Agent to (following such payment, and the subsequently approved by Administrative Agent thereafter shall promptly, but in any event within two (2) Business Days of receiving such direction) deposit all amounts in the Over Advance Account to such account designated by the Borrower in writing at such timeAgent. (c) If All of the Loans shall become due and payable in full and the Borrowers shall repay all Loans in full immediately upon the consummation of a merger or consolidation of any Indebtedness shall be incurred by any Group Member Guarantor Party (excluding any Indebtedness incurred as defined in the Guaranty) in accordance with Section 7.2), an amount equal to 100% 15(b)(xii)(A) of the Net Cash Proceeds thereof shall be applied on Guaranty or an acquisition by any Guarantor Party (as defined in the date of such incurrence toward the prepayment Guaranty) in accordance with Section 15(b)(xiv)(A) of the Loans as set forth in Section 2.5(d)Guaranty. (d) Amounts to be applied in connection with prepayments made pursuant to Section 2.5 Any such Mandatory Prepayment shall be applied to the prepayment of the Loans as specified in accordance with Section 2.9. Each prepayment of the Loans under Section 2.5 shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid and the prepayment premium pursuant to Section 2.65.5.

Mandatory Prepayments. (a) If On each date on which the Revolver Commitments are reduced or terminated pursuant to Section 2.08, Section 2.09 or Section 9.04(c), the Borrower shall repay or prepay such principal amount of the outstanding Revolver Advances, if any date (together with interest accrued thereon and any Group Member shall receive Net Cash Proceeds from any Asset Sale amount due under Section 8.05), as may be necessary so that after such payment the aggregate unpaid principal amount of the Revolver Advances and Swing Advances does not exceed the aggregate amount of the Revolver Commitments as then reduced. Each such payment or Recovery Event then, unless a Reinvestment Notice shall be delivered in respect thereof, such Net Cash Proceeds prepayment shall be applied on such date toward the prepayment of the Loans as set forth in Section 2.5(d); 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 first to a Reinvestment Notice shall not exceed $250,000 any Swing Advances outstanding, and (ii) on each Reinvestment Prepayment Date, an amount equal then applied to prepay ratably to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied toward the prepayment Revolver Advances of the Loans as set forth several Lenders outstanding on the date of payment or prepayment in Section 2.5(d)the following order or priority: (a) first, to Base Rate Advances, (b) second, to Index Euro-Dollar Advances; (c) lastly, to Tranche Euro-Dollar Advances. (b) If on any date of determination In the event that the aggregate principal amount of Loans (excluding all Advances at any Additional Loans) one time outstanding exceeds shall at any time exceed the Borrowing Base (aggregate amount of the Revolver Commitments of all of the Lenders at such excess amount being referred to herein as, an “Over Advance”)time, the Borrower shall prepay immediately repay so much of the Loans Advances as is necessary in an aggregate amount equal to such Over Advance on such date. Notwithstanding the foregoing, the Borrower shall not be required to make a prepayment pursuant to this Section 2.5(b) so long as (i) the aggregate amount of Over Advances on such date does not exceed $3,000,000, (ii) no Default or Event of Default has occurred and is continuing, (iii) an amount equal to (A) 110% of order that the aggregate principal amount of Loans the Advances thereafter outstanding, shall not exceed the aggregate amount of the Revolver Commitments of all of the Lenders at such time. Each such payment or prepayment shall be applied (excluding i) first to any Additional LoansSwing Advances outstanding, and (ii) then applied to prepay ratably to the Revolver Advances of the several Lenders outstanding on the date of payment or prepayment in the following order or priority: (a) first, to Base Rate Advances, (b) second, to Index Euro-Dollar Advances; (c) lastly, to Tranche Euro-Dollar Advances. (c) In the event that the aggregate principal amount of all Advances at any one time outstanding shall at any time exceed the Borrowing Base, the Borrower shall immediately repay so much of the Advances as is necessary in order that the aggregate principal amount of the Advances thereafter outstanding shall not exceed the Borrowing Base. (d) If at any time the Borrower is not in compliance with the Minimum Availability Requirement, the Borrower shall immediately repay so much of the Revolver Advances as is necessary in order that, after giving effect to such repayment, the Minimum Availability Requirement is satisfied. Each such payment or prepayment shall be applied ratably to the Revolver Advances of the several Lenders outstanding on the date minus of payment or prepayment in the following order or priority: (Bi) first, to Base Rate Advances, and (ii) lastly to Euro-Dollar Advances. (e) If at any time (i) the Administrative Agent on behalf of the Secured Parties does not own or have a valid and perfected first priority security interest in any Eligible Investment or (ii) any representation or warranty with respect to any Eligible Investment included in the Borrowing Base is deposited by not true and correct, then upon the earlier of the Borrower’s receipt of notice from the Administrative Agent or the Borrower on becoming aware thereof, the Borrower shall either (x) repay the Advances outstanding (together with any amounts owing under Article VIII relating to such date in an interest-bearing segregated account subject repayment) to the sole dominion extent required by Section 2.11(c) after giving effect to the exclusion of such ineligible Portfolio Investment from the Borrowing Base, or (y) substitute an Eligible Investment for such ineligible Portfolio Investment; provided that no such substitution shall be permitted unless (1) such substitute Portfolio Investment is an Eligible Investment on the date of substitution, (2) after giving effect to the inclusion of the substitute Eligible Investment, no repayment of any Advances outstanding shall be required under Section 2.11(c) (after giving effect to the exclusion of such ineligible Portfolio Investment from the Borrowing Base), (3) all representations and control warranties of the Borrower contained in Article IV shall be true and correct as of the date of substitution, (4) all actions or additional actions (if any) necessary to perfect the security interest of the Administrative Agent (in such substitute Portfolio Investment and related Collateral shall have been taken as of or prior to the “Over Advance Account”), date of substitution and (iv) upon the earlier of (A4) the next date on which the Borrower is required to shall deliver to the Administrative Agent a Borrowing Base Certificate pursuant to Section 6.2 and (B) the occurrence of a Default or an Event of Default, the Borrower either (i) directs the Administrative Agent to apply the proceeds in the Over Advance Account equal to the then applicable Over Advances to the prepayment of the Loans (with the remaining balance to be paid to the Borrower in such account designated by the Borrower) or (ii) only to the extent no Over Advance exists on such date, directs the Administrative Agent to (and the Administrative Agent thereafter shall promptly, but in any event within two (2) Business Days of receiving such direction) deposit all amounts in the Over Advance Account to such account designated by the Borrower in writing at such time. (c) If any Indebtedness shall be incurred by any Group Member (excluding any Indebtedness incurred in accordance with Section 7.2), an amount equal to 100% of the Net Cash Proceeds thereof shall be applied on the date of such incurrence toward the prepayment substitution (A) a certificate of a Responsible Officer certifying that each of the Loans foregoing is true and correct as set forth in Section 2.5(dof such date and (B) a Borrowing Base Certification Report (including a calculation of Borrowing Base after giving effect to such substitution). (df) Amounts to be applied in connection with prepayments [Intentionally Omitted]. (g) Any repayment or prepayment made pursuant to this Section 2.5 shall not affect the Borrowers’ obligation to continue to make payments under any Hedging Agreement, which shall remain in full force and effect notwithstanding such repayment or prepayment, subject to the terms of such Hedging Agreement. (h) Any repayment or prepayment made pursuant to this Section shall be applied to in cash without any prepayment premium or penalty (but including all breakage or similar costs) on the prepayment customary terms of the Loans in accordance with Section 2.9. Each prepayment of the Loans under Section 2.5 shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid and the prepayment premium pursuant to Section 2.6Administrative Agent.

Mandatory Prepayments. (a) If on any date any Group Member 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 on such date toward the prepayment of the Loans as set forth in Section 2.5(d); provided, that, notwithstanding the foregoing, (i) If, after giving effect to any termination or reduction of the aggregate Net Cash Proceeds of Asset Sales and Recovery Events that may be excluded from the foregoing requirement Aggregate Maximum Credit Amounts pursuant to a Reinvestment Notice shall not exceed $250,000 and (ii) on each Reinvestment Prepayment Date, an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied toward the prepayment of the Loans as set forth in Section 2.5(d). (b) If on any date of determination the aggregate principal amount of Loans (excluding any Additional Loans) outstanding exceeds the Borrowing Base (such excess amount being referred to herein as, an “Over Advance”2.06(b), the Borrower shall prepay total Revolving Credit Exposures exceeds the Loans in an aggregate amount equal to such Over Advance on such date. Notwithstanding the foregoingtotal Commitments, then the Borrower shall not be required to make a prepayment pursuant to this Section 2.5(b) so long as (i) the aggregate amount of Over Advances on such date does not exceed $3,000,000, (ii) no Default or Event of Default has occurred and is continuing, (iii) an amount equal to (A) 110% of prepay the aggregate principal amount of Loans (excluding any Additional Loans) outstanding on such date minus (B) the Borrowing Base is deposited by the Borrower on such date in an interest-bearing segregated account subject to the sole dominion and control of the Administrative Agent (the “Over Advance Account”), and (iv) upon the earlier of (A) the next date on which the Borrower is required to deliver to the Administrative Agent a Borrowing Base Certificate pursuant to Section 6.2 and (B) the occurrence of a Default or an Event of Default, the Borrower either (i) directs the Administrative Agent to apply the proceeds in the Over Advance Account equal to the then applicable Over Advances to the prepayment of the Loans (with the remaining balance to be paid to the Borrower in such account designated by the Borrower) or (ii) only to the extent no Over Advance exists on such date, directs the Administrative Agent to (and the Administrative Agent thereafter shall promptly, but in any event within two (2) Business Days of receiving such direction) deposit all amounts in the Over Advance Account to such account designated by the Borrower in writing at such time. (c) If any Indebtedness shall be incurred by any Group Member (excluding any Indebtedness incurred in accordance with Section 7.2), an amount equal to 100% of the Net Cash Proceeds thereof shall be applied Borrowings on the date of such incurrence toward the prepayment termination or reduction in an aggregate principal amount equal to such excess, and (B) if any excess remains after prepaying all of the Loans Borrowings as set forth a result of an LC Exposure, cash collateralize such excess as provided in Section 2.5(d2.08(j). (dii) Amounts to be applied in connection with prepayments made pursuant to Section 2.5 shall be applied Upon any redetermination or adjustment to the prepayment amount of the Loans Borrowing Base in accordance with Section 2.92.07 (other than pursuant to Section 2.07(e)) or Section 8.13(c), if the total Revolving Credit Exposures exceeds the redetermined or adjusted Borrowing Base, then the Borrower shall, after receipt of the applicable New Borrowing Base Notice, deliver, within thirty (30) days after the date such New Borrowing Base Notice is received by the Borrower in accordance with Section 2.07(d), written notice to the Administrative Agent indicating the Borrower’s election to take any of the following actions (and the failure of the Borrower to take such actions to remedy such Borrowing Base Deficiency shall constitute an Event of Default): (A) (1) prepay the Borrowings in an aggregate principal amount equal to such excess, and (2) if any excess remains after prepaying all of the Borrowings as a result of an LC Exposure, cash collateralize such excess as provided in Section 2.08(j). The Borrower shall be obligated to make such prepayment and/or cash collateralize such excess within thirty (30) days following the date it receives the New Borrowing Base Notice in accordance with Section 2.07(d) or the date the adjustment occurs pursuant to Section 8.13(c); provided that all payments required to be made pursuant to this Section 3.04(c)(ii)(A) must be made on or prior to the Termination Date; (B) (1) prepay the Borrowings in an aggregate principal amount equal to such excess, and (2) if any excess remains after prepaying all of the Borrowings as a result of an LC Exposure, cash collateralize such excess as provided in Section 2.08(j). The Borrower shall be obligated to make such prepayment and/or cash collateralize such excess within ninety (90) days following the date it receives the New Borrowing Base Notice in accordance with Section 2.07(d) or the date the adjustment occurs pursuant to Section 8.13(c), in three (3) equal consecutive monthly installments, the first installment being due and payable on the date that is thirty (30) days following the date that the Borrower receives such New Borrowing Base Notice and each subsequent installment being due and payable on the same day in each of the subsequent calendar months; provided that all payments required to be made pursuant to this Section 3.04(c)(ii)(B) must be made on or prior to the Termination Date; (C) grant, within thirty (30) days after the date such New Borrowing Base Notice is received by the Borrower or the date the adjustment occurs pursuant to Section 8.13(c), to the Administrative Agent as security for the Obligations a first-priority Lien interest (provided that Excepted Liens of the type described in clauses (a) to (d) and (f) of the definition thereof may exist, but subject to the provisos at the end of such definition) on additional Oil and Gas Properties (not already subject to a Lien of the Security Instruments) pursuant to Security Instruments acceptable to the Administrative Agent with sufficient Borrowing Base value (as determined by the Required Lenders) to cure the Borrowing Base Deficiency; provided that in no event may the Borrower elect the option specified in this clause (C) if fewer than ninety (90) days remain until the Maturity Date; or (1) combine the options provided in clauses (A), (B) and (C) above and specify (in the written notice delivered to the Administrative Agent electing such option) the amount to be prepaid pursuant to clauses (A) and/or (B) and the amount to be provided as additional Collateral pursuant to clause (C), and (2) make such payments, and deliver such additional Collateral, within the time required under clauses (A), (B) and (C) above; provided that all payments required to be made pursuant to this Section 3.04(c)(ii)(D) must be made on or prior to the Termination Date. (iii) Upon any adjustment to the Borrowing Base pursuant to Section 2.07(e) or Section 9.12(d), if the total Revolving Credit Exposures exceeds the Borrowing Base as adjusted, then the Borrower shall (A) prepay the Borrowings in an aggregate principal amount equal to such excess, and (B) if any excess remains after prepaying all of the Borrowings as a result of an LC Exposure, cash collateralize such excess as provided in Section 2.08(j). The Borrower shall be obligated to make such prepayment and/or cash collateralize such excess (A) in the case of an adjustment pursuant to Section 2.07(e), on the date the adjustment occurs and (B) in the case of an adjustment to the Borrowing Base pursuant to Section 9.12(d), on the date that the relevant sale or other disposition occurs; provided that all payments required to be made pursuant to this Section 3.04(c)(iii) must be made on or prior to the Termination Date. (iv) Each prepayment of Borrowings pursuant to this Section 3.04(c) shall be applied, first, ratably to any ABR Borrowings then outstanding, and, second, to any Eurodollar Borrowings then outstanding, and if more than one Eurodollar Borrowing is then outstanding, to each such Eurodollar Borrowing in order of priority beginning with the Eurodollar Borrowing with the least number of days remaining in the Interest Period applicable thereto and ending with the Eurodollar Borrowing with the most number of days remaining in the Interest Period applicable thereto. (v) Each prepayment of Borrowings pursuant to this Section 3.04(c) shall be applied ratably to the Loans under included in the prepaid Borrowings. Prepayments pursuant to this Section 2.5 3.04(c) shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid and the prepayment premium pursuant to extent required by Section 2.63.02.

Mandatory Prepayments. (a) If on any date any Group Member 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 on such date toward the prepayment of the Loans as set forth in Section 2.5(d); 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 not exceed $250,000 and (ii) on each Reinvestment Prepayment DateIf, an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied toward the prepayment of the Loans as set forth in Section 2.5(d). (b) If on any date date, the sum of determination (A) the aggregate principal amount of Loans all Advances denominated in Dollars then outstanding plus (excluding any Additional LoansB) outstanding exceeds the Borrowing Base Equivalent in Dollars (such excess amount being referred to herein as, an “Over Advance”), determined on the Borrower shall prepay the Loans in an aggregate amount equal third Business Day prior to such Over Advance on such date. Notwithstanding the foregoing, the Borrower shall not be required to make a prepayment pursuant to this Section 2.5(b) so long as (i) the aggregate amount of Over Advances on such date does not exceed $3,000,000, (ii) no Default or Event of Default has occurred and is continuing, (iii) an amount equal to (A) 110% of the aggregate principal amount of Loans (excluding any Additional Loans) all Advances denominated in Foreign Currencies then outstanding on such date minus (B) the Borrowing Base is deposited by the Borrower on such date in an interest-bearing segregated account subject to the sole dominion and control exceeds 103% of the Administrative Agent (the “Over Advance Account”), and (iv) upon the earlier of (A) the next date on which the Borrower is required to deliver to the Administrative Agent a Borrowing Base Certificate pursuant to Section 6.2 and (B) the occurrence of a Default or an Event of Default, the Borrower either (i) directs the Administrative Agent to apply the proceeds in the Over Advance Account equal to the then applicable Over Advances to the prepayment aggregate Commitments of the Loans (with the remaining balance to be paid to the Borrower in such account designated by the Borrower) or (ii) only to the extent no Over Advance exists Lenders on such date, directs the Administrative Agent to (Company and each other Borrower, if any, shall thereupon promptly prepay the Administrative Agent thereafter shall promptly, but in outstanding principal amount of any event within two (2) Business Days of receiving Advances owing by such direction) deposit all amounts in the Over Advance Account to such account designated by the Borrower in writing at an aggregate amount sufficient to reduce such time. (c) If any Indebtedness shall be incurred by any Group Member (excluding any Indebtedness incurred in accordance with Section 7.2), sum to an amount equal not to exceed 100% of the Net Cash Proceeds thereof shall be applied on the date of such incurrence toward the prepayment aggregate Commitments of the Loans as set forth in Section 2.5(d). (d) Amounts to be applied in connection Lenders on such date, together with prepayments made pursuant to Section 2.5 shall be applied to the prepayment of the Loans in accordance with Section 2.9. Each prepayment of the Loans under Section 2.5 shall be accompanied by any interest accrued interest to the date of such prepayment on the amount principal amounts prepaid and and, in the case of any prepayment premium of a Eurocurrency Rate Advance, a LIBO Rate Advance or a Local Rate Advance on a date other than the last day of an Interest Period or at its maturity, any additional amounts which such Borrower shall be obligated to reimburse to the Lenders in respect thereof pursuant to Section 2.69.04(c). The Agent shall give prompt notice of any prepayment required under this Section 2.09(b)(i) to the Borrowers and the Lenders. (ii) If, on any date, the sum of (A) the Equivalent in Dollars of the aggregate principal amount of all Eurocurrency Rate Advances denominated in Major Currencies then outstanding plus (B) the Equivalent in Dollars of the aggregate principal amount of all Competitive Bid Advances denominated in Foreign Currencies then outstanding, shall exceed 110% of $500,000,000, the Company and each other Borrower shall prepay the outstanding principal amount of any such Eurocurrency Rate Advances or any such LIBO Rate Advances owing by such Borrower, on the last day of the Interest Periods relating to such Advances, in an aggregate amount sufficient to reduce such sum to an amount not to exceed $500,000,000, together with any interest accrued to the date of such prepayment on the principal amounts prepaid. The Agent shall give prompt notice of any prepayment required under this Section 2.09(b)(ii) to the Borrowers and the Lenders.

Mandatory Prepayments. (a) If on any date any Group Member 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 on such date toward the prepayment of the Loans as set forth in Section 2.5(d); 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 not exceed $250,000 and (ii) on each Reinvestment Prepayment DateIf, an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied toward the prepayment of the Loans as set forth in Section 2.5(d). (b) If on any date date, the sum of determination (A) the aggregate principal amount of Loans all Advances denominated in Dollars then outstanding plus (excluding any Additional LoansB) outstanding exceeds the Borrowing Base Equivalent in Dollars (such excess amount being referred to herein as, an “Over Advance”), determined on the Borrower shall prepay the Loans in an aggregate amount equal third Business Day prior to such Over Advance on such date. Notwithstanding the foregoing, the Borrower shall not be required to make a prepayment pursuant to this Section 2.5(b) so long as (i) the aggregate amount of Over Advances on such date does not exceed $3,000,000, (ii) no Default or Event of Default has occurred and is continuing, (iii) an amount equal to (A) 110% of the aggregate principal amount of Loans all Advances denominated in Foreign Currencies then outstanding plus (excluding any Additional Loans) outstanding on such date minus (BC) the Borrowing Base is deposited by aggregate Available Amount of all Letters of Credit denominated in Dollars then outstanding plus (D) the Borrower Equivalent in Dollars (determined on the third Business Day prior to such date in an interest-bearing segregated account subject to the sole dominion and control date) of the Administrative Agent (the “Over Advance Account”), and (iv) upon the earlier aggregate Available Amount of (A) the next date on which the Borrower is required to deliver to the Administrative Agent a Borrowing Base Certificate pursuant to Section 6.2 and (B) the occurrence all Letters of a Default or an Event of Default, the Borrower either (i) directs the Administrative Agent to apply the proceeds Credit denominated in the Over Advance Account equal to the Major Currencies then applicable Over Advances to the prepayment outstanding exceeds 103% of the Loans (with aggregate Commitments of the remaining balance to be paid to the Borrower in such account designated by the Borrower) or (ii) only to the extent no Over Advance exists Lenders on such date, directs the Administrative Agent to Company and each other Borrower, if any, shall thereupon promptly prepay the outstanding principal amount of any Advances owing by such Borrower in an aggregate amount (and the Administrative Agent thereafter shall promptly, but in any event within two (2) Business Days of receiving such direction) or deposit all amounts an amount in the Over Advance Account Cash Deposit Account) sufficient to reduce such account designated sum (calculated on the basis of the Available Amount of Letters of Credit being reduced by the Borrower amount in writing at such time. (cthe Cash Deposit Account) If any Indebtedness shall be incurred by any Group Member (excluding any Indebtedness incurred in accordance with Section 7.2), to an amount equal not to exceed 100% of the Net Cash Proceeds thereof shall be applied on the date of such incurrence toward the prepayment aggregate Commitments of the Loans as set forth in Section 2.5(d). (d) Amounts to be applied in connection Lenders on such date, together with prepayments made pursuant to Section 2.5 shall be applied to the prepayment of the Loans in accordance with Section 2.9. Each prepayment of the Loans under Section 2.5 shall be accompanied by any interest accrued interest to the date of such prepayment on the amount principal amounts prepaid and and, in the case of any prepayment premium of a Eurocurrency Rate Advance, a LIBO Rate Advance or a Local Rate Advance on a date other than the last day of an Interest Period or at its maturity, any additional amounts which such Borrower shall be obligated to reimburse to the Lenders in respect thereof pursuant to Section 2.69.04(c). The Agent shall give prompt notice of any prepayment required under this Section 2.10(b)(i) to the Borrowers and the Lenders. (ii) If, on any date, the sum of (A) the Equivalent in Dollars of the aggregate principal amount of all Eurocurrency Rate Advances denominated in Major Currencies then outstanding plus (B) the Equivalent in Dollars of the aggregate principal amount of all Competitive Bid Advances denominated in Foreign Currencies then outstanding plus (C) the Equivalent in Dollars of the aggregate Available Amount of all Letters of Credit denominated in Major Currencies then outstanding (in each case, determined on the third Business Day prior to such date), shall exceed 110% of $500,000,000, the Company and each other Borrower shall prepay the outstanding principal amount of any such Eurocurrency Rate Advances or any such LIBO Rate Advances owing by such Borrower, on the last day of the Interest Periods relating to such Advances, in an aggregate amount (or deposit an amount in the Cash Deposit Account) sufficient to reduce such sum (calculated on the basis of the Available Amount of Letters of Credit being reduced by the amount in the Cash Deposit Account) to an amount not to exceed $500,000,000, together with any interest accrued to the date of such prepayment on the principal amounts prepaid. The Agent shall give prompt notice of any prepayment required under this Section 2.10(b)(ii) to the Borrowers and the Lenders. Prepayments under this Section 2.10(b)(ii) shall be allocated first to Swing Line Advances, ratably among the Swing Line Banks; and any excess amount shall then be allocated to Revolving Credit Advances comprising part of the same Revolving Credit Borrowing selected by the applicable Borrower, ratably among the Lenders.

Mandatory Prepayments. (a) If on any date any Group Member 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 on such date toward the prepayment of the Loans as set forth in Section 2.5(d); provided, that, notwithstanding the foregoing, (i) If, after giving effect to any termination or reduction of the aggregate Net Cash Proceeds of Asset Sales and Recovery Events that may be excluded from the foregoing requirement Aggregate Maximum Credit Amounts pursuant to a Reinvestment Notice shall not exceed $250,000 and (ii) on each Reinvestment Prepayment Date, an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied toward the prepayment of the Loans as set forth in Section 2.5(d). (b) If on any date of determination the aggregate principal amount of Loans (excluding any Additional Loans) outstanding exceeds the Borrowing Base (such excess amount being referred to herein as, an “Over Advance”2.06(b), the Borrower shall prepay total Revolving Credit Exposures exceeds the Loans in an aggregate amount equal to such Over Advance on such date. Notwithstanding the foregoingtotal Commitments, then the Borrower shall not be required to make a prepayment pursuant to this Section 2.5(b) so long as (i) the aggregate amount of Over Advances on such date does not exceed $3,000,000, (ii) no Default or Event of Default has occurred and is continuing, (iii) an amount equal to (A) 110% of prepay the aggregate principal amount of Loans (excluding any Additional Loans) outstanding on such date minus (B) the Borrowing Base is deposited by the Borrower on such date in an interest-bearing segregated account subject to the sole dominion and control of the Administrative Agent (the “Over Advance Account”), and (iv) upon the earlier of (A) the next date on which the Borrower is required to deliver to the Administrative Agent a Borrowing Base Certificate pursuant to Section 6.2 and (B) the occurrence of a Default or an Event of Default, the Borrower either (i) directs the Administrative Agent to apply the proceeds in the Over Advance Account equal to the then applicable Over Advances to the prepayment of the Loans (with the remaining balance to be paid to the Borrower in such account designated by the Borrower) or (ii) only to the extent no Over Advance exists on such date, directs the Administrative Agent to (and the Administrative Agent thereafter shall promptly, but in any event within two (2) Business Days of receiving such direction) deposit all amounts in the Over Advance Account to such account designated by the Borrower in writing at such time. (c) If any Indebtedness shall be incurred by any Group Member (excluding any Indebtedness incurred in accordance with Section 7.2), an amount equal to 100% of the Net Cash Proceeds thereof shall be applied Borrowings on the date of such incurrence toward the prepayment termination or reduction in an aggregate principal amount equal to such excess, and (B) if, as a result of an LC Exposure, any excess remains after prepaying all of the Loans Borrowings pay to the Administrative Agent on behalf of the Lenders an amount equal to such excess to be held as set forth cash collateral as provided in Section 2.5(d2.08(j). (dii) Amounts to be applied in connection with prepayments made pursuant to Section 2.5 shall be applied Upon any redetermination of or adjustment to the prepayment amount of the Loans Oil and Gas Borrowing Base in accordance with Section 2.92.07(b)(i) or Section 8.13(c) and/or the Midstream Component pursuant to Section 2.07(c), if the total Revolving Credit Exposures exceeds the redetermined or adjusted Borrowing Base, then the Borrower shall (A) prepay the Borrowings in an aggregate principal amount equal to such excess, and (B) if, as a result of an LC Exposure, any excess remains after prepaying all of the Borrowings pay to the Administrative Agent on behalf of the Lenders an amount equal to such excess to be held as cash collateral as provided in Section 2.08(j). The Borrower shall be obligated to make such prepayment and/or deposit of cash collateral within forty-five (45) days following its receipt of the New Oil and Gas Borrowing Base Notice in accordance with Section 2.07(b)(iii) or the date the adjustment occurs; provided that all payments required to be made pursuant to this Section 3.04(c)(ii) must be made on or prior to the Termination Date. (iii) Upon any adjustments to the Borrowing Base pursuant to Section 2.07(d), if the total Revolving Credit Exposures exceeds the Borrowing Base as adjusted, then the Borrower shall (A) prepay the Borrowings in an aggregate principal amount equal to such excess, and (B) if, as a result of an LC Exposure, any excess remains after prepaying all of the Borrowings pay to the Administrative Agent on behalf of the Lenders an amount equal to such excess to be held as cash collateral as provided in Section 2.08(j). The Borrower shall be obligated to make such prepayment and/or deposit of cash collateral on the date it or any Subsidiary receives cash proceeds as a result of the incurrence of such Senior Notes. (iv) Upon any adjustments to the Oil and Gas Borrowing Base or the Midstream Component pursuant to Section 9.13, if the total Revolving Credit Exposures exceeds the Borrowing Base as adjusted, then the Borrower shall (A) prepay the Borrowings in an aggregate principal amount equal to such excess, and (B) if, as a result of an LC Exposure, any excess remains after prepaying all of the Borrowings pay to the Administrative Agent on behalf of the Lenders an amount equal to such excess to be held as cash collateral as provided in Section 2.08(j). The Borrower shall be obligated to make such prepayment and/or deposit of cash collateral on the date it or any Subsidiary receives cash proceeds as a result of such disposition. (v) Each prepayment of Borrowings pursuant to this Section 3.04(c) shall be applied, first, ratably to any ABR Borrowings then outstanding, and, second, to any Eurodollar Borrowings then outstanding, and if more than one Eurodollar Borrowing is then outstanding, to each such Eurodollar Borrowing in order of priority beginning with the Eurodollar Borrowing with the least number of days remaining in the Interest Period applicable thereto and ending with the Eurodollar Borrowing with the most number of days remaining in the Interest Period applicable thereto. (vi) Each prepayment of Borrowings pursuant to this Section 3.04(c) shall be applied ratably to the Loans under included in the prepaid Borrowings. Prepayments pursuant to this Section 2.5 3.04(c) shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid and the prepayment premium pursuant to extent required by Section 2.63.02.

Mandatory Prepayments. (a) If on any date any Group Member 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 on such date toward the prepayment of the Loans as set forth in Section 2.5(d); provided, that, notwithstanding the foregoing, (i) If, after giving effect to any termination or reduction of the aggregate Net Cash Proceeds of Asset Sales and Recovery Events that may be excluded from the foregoing requirement Aggregate Maximum Credit Amounts pursuant to Section 2.06(b), the total Revolving Credit Exposures exceeds the total Commitments, then the Borrower shall (A) prepay the Borrowings on the date of such termination or reduction in an aggregate principal amount equal to such excess, and (B) if any excess remains after prepaying all of the Borrowings as a Reinvestment Notice shall not exceed $250,000 and result of an LC Exposure, pay to the Administrative Agent on behalf of the Lenders an amount equal to such excess to be held as cash collateral as provided in Section 2.08(j). (ii) Upon any redetermination of or adjustment to the amount of the Borrowing Base in accordance with Section 2.07 (other than Section 2.07(e) and Section 2.07(f)) or Section 8.13(c), if the total Revolving Credit Exposure exceeds the redetermined or adjusted Borrowing Base, then the Borrower shall (A) prepay the Borrowings in an aggregate principal amount equal to such excess, and (B) if the Borrower prepays such Borrowings pursuant to clause (A) of this subsection and any excess remains after prepaying all of the Borrowings as a result of an LC Exposure, pay to the Administrative Agent on each Reinvestment Prepayment behalf of the Lenders an amount equal to such excess to be held as cash collateral as provided in Section 2.08(j). The Borrower shall be obligated to make such prepayment and/or deposit of cash collateral within ninety (90) days following its receipt of the New Borrowing Base Notice in accordance with Section 2.07(d) or the date the adjustment occurs (and may make such prepayment and/or deposit at any time and from time to time, in whole or in part, prior to the end of such 90-day period); provided that all payments required to be made pursuant to this Section 3.04(c)(ii) must be made on or prior to the Termination Date. (iii) Upon any adjustments to the Borrowing Base pursuant to Section 2.07(e), Section 2.07(f), Section 9.05(m)(ii), or Section 9.12(d), if the total Revolving Credit Exposures exceeds the Borrowing Base as adjusted, then the Borrower shall (A) prepay the Borrowings in an aggregate principal amount equal to such excess, and (B) if any excess remains after prepaying all of the Borrowings as a result of an LC Exposure, pay to the Administrative Agent on behalf of the Lenders an amount equal to such excess to be held as cash collateral as provided in Section 2.08(j). The Borrower shall be obligated to make such prepayment and/or deposit of cash collateral on the date of such termination, creation of offsetting positions or designation or on the date on which it receives cash proceeds as a result of such issuance or disposition; provided that all payments required to be made pursuant to this Section 3.04(c)(iii) must be made on or prior to the Termination Date. (iv) Notwithstanding anything to the contrary herein, if the Borrower or any of its Restricted Subsidiaries sells any Property when a Borrowing Base Deficiency or Event of Default exists, then the Borrower shall (A) prepay the Borrowings in an aggregate principal amount equal to the net cash proceeds received from such sale, and (B) if any excess remains after prepaying all of the Borrowings and there exists any LC Exposure, pay to the Administrative Agent on behalf of the Lenders an amount equal to the Reinvestment Prepayment Amount with respect lesser of such excess and the amount of such LC Exposure to the relevant Reinvestment Event be held as cash collateral as provided in Section 2.08(j). The Borrower shall be applied toward obligated to make such prepayment and/or deposit of cash collateral on the prepayment date it or any Restricted Subsidiary receives cash proceeds as a result of the Loans as set forth in Section 2.5(d). (b) If on any date of determination the aggregate principal amount of Loans (excluding any Additional Loans) outstanding exceeds the Borrowing Base (such excess amount being referred to herein as, an “Over Advance”), the Borrower shall prepay the Loans in an aggregate amount equal to such Over Advance on such date. Notwithstanding the foregoing, the Borrower shall not be sale; provided that all payments required to make a prepayment be made pursuant to this Section 2.5(b3.04(c)(iv) so long as (i) the aggregate amount of Over Advances must be made on such date does not exceed $3,000,000, (ii) no Default or Event of Default has occurred and is continuing, (iii) an amount equal to (A) 110% of the aggregate principal amount of Loans (excluding any Additional Loans) outstanding on such date minus (B) the Borrowing Base is deposited by the Borrower on such date in an interest-bearing segregated account subject prior to the sole dominion and control of the Administrative Agent (the “Over Advance Account”), and (iv) upon the earlier of (A) the next date on which the Borrower is required to deliver to the Administrative Agent a Borrowing Base Certificate pursuant to Section 6.2 and (B) the occurrence of a Default or an Event of Default, the Borrower either (i) directs the Administrative Agent to apply the proceeds in the Over Advance Account equal to the then applicable Over Advances to the prepayment of the Loans (with the remaining balance to be paid to the Borrower in such account designated by the Borrower) or (ii) only to the extent no Over Advance exists on such date, directs the Administrative Agent to (and the Administrative Agent thereafter shall promptly, but in any event within two (2) Business Days of receiving such direction) deposit all amounts in the Over Advance Account to such account designated by the Borrower in writing at such timeTermination Date. (cv) If any Indebtedness Each prepayment of Borrowings pursuant to this Section 3.04(c) shall be incurred by applied, first, ratably to any Group Member ABR Borrowings then outstanding, and, second, to any Eurodollar Borrowings then outstanding, and if more than one Eurodollar Borrowing is then outstanding, to each such Eurodollar Borrowing in order of priority beginning with the Eurodollar Borrowing with the least number of days remaining in the Interest Period applicable thereto and ending with the Eurodollar Borrowing with the most number of days remaining in the Interest Period applicable thereto. (excluding any Indebtedness incurred in accordance with vi) Each prepayment of Borrowings pursuant to this Section 7.2), an amount equal to 100% of the Net Cash Proceeds thereof 3.04(c) shall be applied on the date of such incurrence toward the prepayment of ratably to the Loans as set forth included in Section 2.5(d). (d) Amounts to be applied in connection with prepayments made the prepaid Borrowings. Prepayments pursuant to this Section 2.5 shall be applied to the prepayment of the Loans in accordance with Section 2.9. Each prepayment of the Loans under Section 2.5 3.04(c) shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid and the prepayment premium pursuant to extent required by Section 2.63.02.

Mandatory Prepayments. (a) If Promptly (and in any event within two Business Days) after the consummation by any Credit Party of any Asset Disposition pursuant to Section 9.5 that creates a Borrowing Base Deficiency (or increase in any existing Borrowing Base Deficiency) pursuant to Section 4.6, Borrower shall (i) apply a portion of the Net Cash Proceeds equal to such Borrowing Base Deficiency (or increase in any previously existing Borrowing Base Deficiency) as a mandatory prepayment on the Loans and (ii) if a Borrowing Base Deficiency remains after prepaying all of the Loans as a result of Letter of Credit Exposure, deposit with Administrative Agent on behalf of the Banks an amount equal to such Borrowing Base Deficiency (or increase in any previously existing Borrowing Base Deficiency) to be held as cash collateral to the extent required pursuant to Section 2.1(b); provided that the Borrowing Base Deficiency must be eliminated on or prior to the Termination Date. Notwithstanding the foregoing, if an Event of Default exists on the date of the consummation of any Group Member shall receive Asset Disposition, then, unless Required Banks and Borrower agree otherwise, all Net Cash Proceeds from any such Asset Sale or Recovery Event then, unless a Reinvestment Notice shall be delivered in respect thereof, such Net Cash Proceeds Disposition shall be applied as a mandatory prepayment on such date toward the prepayment of the Loans as set forth in accordance with Section 2.5(d); 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 not exceed $250,000 and (ii) on each Reinvestment Prepayment Date, an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied toward the prepayment of the Loans as set forth in Section 2.5(d3.2(c). (b) If on Promptly (and in any date event within two Business Days) after the incurrence or issuance by any Credit Party of determination the aggregate principal amount of Loans (excluding any Permitted Additional Loans) outstanding exceeds the Debt that creates a Borrowing Base (such excess amount being referred Deficiency pursuant to herein asSection 4.7, an “Over Advance”), the Borrower shall (i) prepay the Loans in an aggregate principal amount equal to such Over Advance Borrowing Base Deficiency, and (ii) if a Borrowing Base Deficiency remains after prepaying all of the Loans as a result of Letter of Credit Exposure, deposit with Administrative Agent on behalf of the Banks an amount equal to such dateBorrowing Base Deficiency to be held as cash collateral to the extent required pursuant to Section 2.1(b); provided that the Borrowing Base Deficiency must be eliminated on or prior to the Termination Date. Notwithstanding the foregoing, the Borrower shall not be required to make a prepayment pursuant to this Section 2.5(b) so long as (i) the aggregate amount of Over Advances on such date does not exceed $3,000,000, (ii) no Default or if an Event of Default has occurred and is continuing, (iii) an amount equal to (A) 110% exists on the date of the aggregate principal amount of Loans (excluding any Additional Loans) outstanding on such date minus (B) the Borrowing Base is deposited by the Borrower on such date in an interest-bearing segregated account subject to the sole dominion and control incurrence or issuance of the Administrative Agent (the “Over Advance Account”)Permitted Additional Debt, then, unless Required Banks and (iv) upon the earlier of (A) the next date Borrower agrees otherwise, all proceeds from any such Permitted Additional Debt shall be applied as a mandatory prepayment on which the Borrower is required to deliver to the Administrative Agent a Borrowing Base Certificate pursuant to Section 6.2 and (B) the occurrence of a Default or an Event of Default, the Borrower either (i) directs the Administrative Agent to apply the proceeds in the Over Advance Account equal to the then applicable Over Advances to the prepayment of the Loans (in accordance with the remaining balance to be paid to the Borrower in such account designated by the Borrower) or (ii) only to the extent no Over Advance exists on such date, directs the Administrative Agent to (and the Administrative Agent thereafter shall promptly, but in any event within two (2) Business Days of receiving such direction) deposit all amounts in the Over Advance Account to such account designated by the Borrower in writing at such timeSection 3.2(c). (c) If Upon any Indebtedness termination or reduction of the Aggregate Maximum Credit Amount pursuant to Section 2.9 or any reduction in the Aggregate Elected Commitment Amount pursuant to Section 2.15(f) that results in the Outstanding Revolving Credit exceeding the Total Commitment, on the effective date of any such termination or reduction, Borrower shall be incurred by any Group Member prepay the Loans (excluding any Indebtedness incurred together with accrued interest thereon) in accordance with Section 7.2), an amount sufficient to cause the Outstanding Revolving Credit to be equal to 100% or less than the Total Commitment as thereby reduced (and Administrative Agent shall distribute to each Bank in like funds that portion of any such payment as is required to cause the Net Cash Proceeds thereof shall be applied on the date of such incurrence toward the prepayment principal balance of the Loans held by such Bank to be not greater than its Commitment as set forth in thereby reduced), and any such payment shall be accompanied by amounts due under Section 2.5(d3.3). (d) Amounts to be applied If, as of the end of the last Business Day of any calendar month (each such date, a “Specified Consolidated Cash Balance Test Date”), commencing with the calendar month ending June 2021, the Consolidated Cash Balance exceeds the Consolidated Cash Balance Threshold, then the Borrower shall promptly (and in connection with prepayments made pursuant to Section 2.5 shall be applied any event within three (3) Business Days after such Specified Consolidated Cash Balance Test Date), prepay the Borrowings in an aggregate principal amount equal to the prepayment lesser of (A) the amount of such excess and (B) the unpaid principal balance of the Loans in accordance with Section 2.9. Each prepayment of the Loans under Section 2.5 shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid and the prepayment premium pursuant to Section 2.6Borrowings.

Mandatory Prepayments. (ai) Following each Excess Cash Flow Period, within five Business Days after financial statements have been delivered pursuant to Section 6.01(a) and the related compliance certificate has been delivered pursuant to Section 6.01(c), the Borrower shall prepay an aggregate principal amount of Loans equal to the excess (if any) of (A) the ECF Prepayment Percentage of Excess Cash Flow for the fiscal year covered by such financial statements over (B)(x) the aggregate principal amount of Term Loans prepaid pursuant to Section 2.11(a)(i) (such prepayments to be applied as set forth in clause (v) below) and (y) the aggregate principal amount of Revolving Loans prepaid pursuant to Section 2.11(a)(i) (solely to the extent accompanied by a permanent reduction of the Aggregate Revolving Commitments in the same amount). (ii) If on the Borrower or any date of its Restricted Subsidiaries Disposes of any Group Member shall receive property pursuant to Section 7.04(e)(ii) which results in the realization by such Person of Net Cash Proceeds from any Asset Sale or Recovery Event thenProceeds, unless a Reinvestment Notice the Borrower shall be delivered in respect thereof, prepay an aggregate principal amount of Loans equal to 100% of such Net Cash Proceeds immediately upon receipt thereof by such Person (such prepayments to be applied as set forth in clause (v) below); provided, however, that, with respect to any Net Cash Proceeds realized under a Disposition described in this Section 2.11(b)(ii), at the election of the Borrower (as notified by the Borrower to the Administrative Agent on or prior to the date of such Disposition), and so long as no Default or Event of Default shall have occurred and be continuing, the Borrower or such Restricted Subsidiary may reinvest all or any portion of such Net Cash Proceeds in any one or more businesses, assets or property or capital expenditures, in each case, used or useful in its business or to make Permitted Acquisitions so long as within 365 days (or if the Borrower or any Restricted Subsidiary has entered into a binding agreement to so reinvest or make such Permitted Acquisition within such 365 day period, such period shall be extended for an additional 180 days with respect to the portion of such Net Cash Proceeds so committed to be reinvested or applied on in such date toward Permitted Acquisition) after the receipt of such Net Cash Proceeds, such reinvestment or purchase shall have been consummated (as certified by the Borrower in writing to the Administrative Agent); and provided further, however, that any Net Cash Proceeds not subject to such definitive agreement or so reinvested shall be immediately applied to the prepayment of the Loans as set forth in this Section 2.5(d2.11(b)(ii). (iii) Upon the incurrence or issuance the Borrower or any of its Restricted Subsidiaries of any Indebtedness (other than Indebtedness expressly permitted to be incurred or issued pursuant to Section 7.01), the Borrower shall prepay an aggregate principal amount of Loans equal to 100% of all Net Cash Proceeds received therefrom immediately upon receipt thereof by the Borrower or such Restricted Subsidiary (such prepayments to be applied as set forth in clause (v) below). (iv) Upon any Extraordinary Receipt received by or paid to or for the account of the Borrower or any of its Restricted Subsidiaries, and not otherwise included in clause (ii) or (iii) of this Section 2.11(b), the Borrower shall prepay an aggregate principal amount of Loans equal to 100% of all Net Cash Proceeds received therefrom immediately upon receipt thereof by the Borrower or such Restricted Subsidiary (such prepayments to be applied as set forth in clause (v) below); provided, thathowever, notwithstanding that with respect to any Extraordinary Receipts, at the foregoingelection of the Borrower (as notified by the Borrower to the Administrative Agent on or prior to the date of receipt of such Extraordinary Receipts), (i) and so long as no Default or Event of Default shall have occurred and be continuing, the aggregate Borrower or such Restricted Subsidiary may reinvest all or any portion of such Net Cash Proceeds of Asset Sales and Recovery Events that may in any one or more businesses, assets or property or capital expenditures, in each case, used or useful in its business or to make Permitted Acquisitions so long as within 365 days (or if the Borrower or any Restricted Subsidiary has entered into a binding agreement to so reinvest or make such Permitted Acquisition within such 365 day period, such period shall be excluded from the foregoing requirement pursuant to a Reinvestment Notice shall not exceed $250,000 and (ii) on each Reinvestment Prepayment Date, extended for an amount equal to the Reinvestment Prepayment Amount additional 180 days with respect to the relevant Reinvestment Event portion of such Net Cash Proceeds so committed to be reinvested or applied in such Permitted Acquisition) after the receipt of such Net Cash Proceeds, such reinvestment or purchase shall have been consummated (as certified by the Borrower in writing to the Administrative Agent); and provided further, however, that any Net Cash Proceeds not subject to such definitive agreement or so reinvested shall be immediately applied toward to the prepayment of the Loans as set forth in this Section 2.5(d2.11(b)(iv). (bv) If on any date of determination the aggregate principal amount of Loans (excluding any Additional Loans) outstanding exceeds the Borrowing Base (such excess amount being referred to herein as, an “Over Advance”), the Borrower shall prepay the Loans in an aggregate amount equal to such Over Advance on such date. Notwithstanding the foregoing, the Borrower shall not be required to make a prepayment pursuant to this Section 2.5(b) so long as (i) the aggregate amount of Over Advances on such date does not exceed $3,000,000, (ii) no Default or Event of Default has occurred and is continuing, (iii) an amount equal to (A) 110% of the aggregate principal amount of Loans (excluding any Additional Loans) outstanding on such date minus (B) the Borrowing Base is deposited by the Borrower on such date in an interest-bearing segregated account subject to the sole dominion and control of the Administrative Agent (the “Over Advance Account”), and (iv) upon the earlier of (A) the next date on which the Borrower is required to deliver to the Administrative Agent a Borrowing Base Certificate pursuant to Section 6.2 and (B) the occurrence of a Default or an Event of Default, the Borrower either (i) directs the Administrative Agent to apply the proceeds in the Over Advance Account equal to the then applicable Over Advances to the prepayment of the Loans (with the remaining balance to be paid to the Borrower in such account designated by the Borrower) or (ii) only to the extent no Over Advance exists on such date, directs the Administrative Agent to (and the Administrative Agent thereafter shall promptly, but in any event within two (2) Business Days of receiving such direction) deposit all amounts in the Over Advance Account to such account designated by the Borrower in writing at such time. (c) If any Indebtedness shall be incurred by any Group Member (excluding any Indebtedness incurred in accordance with Section 7.2), an amount equal to 100% of the Net Cash Proceeds thereof shall be applied on the date of such incurrence toward the prepayment of the Loans as set forth in Section 2.5(d). (d) Amounts to be applied in connection with prepayments made pursuant to Section 2.5 shall be applied to the prepayment of the Loans in accordance with Section 2.9. Each prepayment of Loans pursuant to the Loans under foregoing provisions of this Section 2.5 2.11(b) shall be accompanied by accrued interest made without penalty or premium and shall be applied, first, ratably to each Term Loan Facility and to the date principal repayment installments thereof on a pro rata basis and, second, to a permanent reduction of such prepayment on the amount prepaid and Revolving Commitments under the prepayment premium pursuant to Section 2.6Revolving Facility in direct order of maturity.

Mandatory Prepayments. (a) If on at any date any Group Member time the Facility Usage exceeds the Aggregate Commitment (whether due to a reduction in the Aggregate Commitment in accordance with this Agreement, or otherwise), Borrower 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 on such date toward immediately upon demand prepay the prepayment principal of the Loans as set forth (and after all Loans are repaid in full, Cash Collateralize the LC Obligations in accordance with Section 2.5(d); provided, that, notwithstanding the foregoing, (i2.16) 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 not exceed $250,000 and (ii) on each Reinvestment Prepayment Date, in an amount at least equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied toward the prepayment of the Loans as set forth in Section 2.5(d)such excess. (b) If on at any date time the Facility Usage is less than the Aggregate Commitment but in excess of determination the aggregate principal amount of Loans (excluding any Additional Loans) outstanding exceeds the Borrowing Base (such excess amount being referred to herein as, an called a “Over AdvanceBorrowing Base Deficiency”), the Borrower shall shall, except with respect to a Borrowing Base adjustment pursuant to Section 2.8(e), within 5 Business Days after Administrative Agent gives notice of such fact to Borrower, either: (i) give notice to Administrative Agent electing to prepay the principal of the Loans (and, if the Facility Usage exceeds the Borrowing Base after all Loans are repaid in full, Cash Collateralize the LC Obligations in accordance with Section 2.16) in an aggregate amount equal sufficient to eliminate such Over Advance Borrowing Base Deficiency (or, if the Facility Usage exceeds the Borrowing Base after the Loans have been paid in full, Cash Collateralize the LC Obligations in accordance with Section 2.16), such prepayment to be made in full on or before the 30th day after such date. Notwithstanding the foregoing, the notice by Administrative Agent to Borrower shall not be required to make a prepayment pursuant to this Section 2.5(b) so long as (i) the aggregate amount of Over Advances on such date does not exceed $3,000,000, Borrowing Base Deficiency; (ii) no Default or Event of Default has occurred and is continuing, (iii) an amount equal give notice to (A) 110% of the aggregate principal amount of Loans (excluding any Additional Loans) outstanding on such date minus (B) the Borrowing Base is deposited by the Borrower on such date in an interest-bearing segregated account subject to the sole dominion and control of the Administrative Agent (electing to prepay the “Over Advance Account”), and (iv) upon the earlier of (A) the next date on which the Borrower is required to deliver to the Administrative Agent a Borrowing Base Certificate pursuant to Section 6.2 and (B) the occurrence of a Default or an Event of Default, the Borrower either (i) directs the Administrative Agent to apply the proceeds in the Over Advance Account equal to the then applicable Over Advances to the prepayment principal of the Loans (and, if the Facility Usage exceeds the Borrowing Base after all Loans are repaid in full, Cash Collateralize the LC Obligations in accordance with Section 2.16) in up to 6 monthly installments in an aggregate amount at least equal to such Borrowing Base Deficiency, with each such installment equal to or in excess of one-sixth of such Borrowing Base Deficiency, and with the remaining balance first such installment to be paid within 30 days after the giving of such notice by Administrative Agent to Borrower of such Borrowing Base Deficiency and the subsequent installments to be due and payable at one month intervals thereafter until such Borrowing Base Deficiency has been eliminated; provided, however, (x) Borrower shall have demonstrated to the satisfaction of Administrative Agent on or before the date of the first such payment that Borrower has sufficient available monthly cash from its Projected Oil and Gas Production to make such payments and (y) Borrower shall pay such Borrowing Base Deficiency in full on or before the next Determination Date (if the new Borrowing Base determined on such account designated Determination Date is less than the amount of the Borrowing Base that gave rise to such Borrowing Base Deficiency); or (iii) give notice to Administrative Agent that Borrower desires to provide (or cause to be provided by other Restricted Persons) Administrative Agent with deeds of trust, mortgages, chattel mortgages, security agreements, financing statements and other security documents in form and substance similar to the BorrowerSecurity Documents previously delivered to Administrative Agent (with any changes required to conform to changes in Law or changes in the type of collateral covered thereby), and otherwise satisfactory to Administrative Agent, granting, confirming, and perfecting first and prior liens or security interests in collateral acceptable to all Lenders subject to no liens other than Permitted Liens, to the extent needed to allow all Lenders to increase the Borrowing Base (as they in their reasonable discretion deem consistent with prudent oil and gas banking industry lending standards at the time) to an amount that eliminates such Borrowing Base Deficiency, and such Security Documents shall be executed and delivered to Administrative Agent within 30 days after Administrative Agent confirms to Borrower what collateral shall be required. If, prior to any such specification by Administrative Agent, Majority Lenders determine that the giving of such Security Documents will not serve to eliminate such Borrowing Base Deficiency, then, within 5 Business Days after receiving notice of such determination from Administrative Agent, Borrower will elect to make, and thereafter make, the prepayments specified in either of the preceding subsections (i) or (ii) only to the extent no Over Advance exists on such date, directs the Administrative Agent to of this subsection (and the Administrative Agent thereafter shall promptly, but in any event within two (2) Business Days of receiving such direction) deposit all amounts in the Over Advance Account to such account designated by the Borrower in writing at such timeb). (c) If any Indebtedness On the effective day of a Borrowing Base adjustment pursuant to Section 2.8(e), Borrower shall be incurred by any Group Member prepay the principal of the Loans (excluding any Indebtedness incurred and, if the Facility Usage exceeds the Borrowing Base after all Loans are repaid in full, Cash Collateralize the LC Obligations in accordance with Section 7.2)2.16) in an amount, an amount equal if any, required to 100% of the Net Cash Proceeds thereof shall be applied on the date of eliminate any Borrowing Base Deficiency existing after giving effect to such incurrence toward the prepayment of the Loans as set forth in Section 2.5(d)Borrowing Base adjustment. (d) Amounts to be applied in connection with prepayments made pursuant to Section 2.5 shall be applied to the prepayment of the Loans in accordance with Section 2.9. Each prepayment of the Loans principal under this Section 2.5 shall be accompanied by all interest then accrued and unpaid on the principal so prepaid. Any principal or interest prepaid pursuant to this Section shall be in addition to, and not in lieu of, all payments otherwise required to be paid under the date Loan Documents at the time of such prepayment on the amount prepaid and the prepayment premium pursuant to Section 2.6prepayment.

Mandatory Prepayments. (a) If on any date any Group Member 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 on such date toward the prepayment of the Loans as set forth in Section 2.5(d); provided, that, notwithstanding the foregoing, (i) If, after giving effect to any termination or reduction of the aggregate Net Cash Proceeds of Asset Sales and Recovery Events that may be excluded from the foregoing requirement Aggregate Maximum Credit Amounts pursuant to Section 2.06(b), the total Revolving Credit Exposures exceeds the total Commitments, then the Borrower shall (A) prepay the Borrowings on the date of such termination or reduction in an aggregate principal amount equal to such excess, and (B) if any excess remains after prepaying all of the Borrowings as a Reinvestment Notice shall not exceed $250,000 and result of an LC Exposure, pay to the Administrative Agent on behalf of the Lenders an amount equal to such excess to be held as cash collateral as provided in Section 2.08(j). (ii) Upon any redetermination of or adjustment to the amount of the Borrowing Base in accordance with Section 2.07 (other than Section 2.07(e) and Section 2.07(f)) or Section 8.13(c), if the total Revolving Credit Exposure exceeds the redetermined or adjusted Borrowing Base, then the Borrower shall (A) prepay the Borrowings in an aggregate principal amount equal to such excess, and (B) if the Borrower prepays such Borrowings pursuant to clause (A) of this subsection and any excess remains after prepaying all of the Borrowings as a result of an LC Exposure, pay to the Administrative Agent on each Reinvestment Prepayment behalf of the Lenders an amount equal to such excess to be held as cash collateral as provided in Section 2.08(j). The Borrower shall be obligated to make such prepayment and/or deposit of cash collateral within ninety (90) days following its receipt of the New Borrowing Base Notice in accordance with Section 2.07(d) or the date the adjustment occurs (and may make such prepayment and/or deposit at any time and from time to time, in whole or in part, prior to the end of such 90-day period); provided that all payments required to be made pursuant to this Section 3.04(c)(ii) must be made on or prior to the Termination Date. (iii) Upon any adjustments to the Borrowing Base pursuant to Section 2.07(e), Section 2.07(f) or Section 9.12(d), if the total Revolving Credit Exposures exceeds the Borrowing Base as adjusted, then the Borrower shall (A) prepay the Borrowings in an aggregate principal amount equal to such excess, and (B) if any excess remains after prepaying all of the Borrowings as a result of an LC Exposure, pay to the Administrative Agent on behalf of the Lenders an amount equal to such excess to be held as cash collateral as provided in Section 2.08(j). The Borrower shall be obligated to make such prepayment and/or deposit of cash collateral on the date of such termination, creation of offsetting positions or it receives cash proceeds as a result of such issuance or disposition; provided that all payments required to be made pursuant to this Section 3.04(c)(iii) must be made on or prior to the Termination Date. (iv) Notwithstanding anything to the contrary herein, if the Borrower or any of its Subsidiaries sells any Property when a Borrowing Base Deficiency or Event of Default exists, then the Borrower shall (A) prepay the Borrowings in an aggregate principal amount equal to the net cash proceeds received from such sale, and (B) if any excess remains after prepaying all of the Borrowings and there exists any LC Exposure, pay to the Administrative Agent on behalf of the Lenders an amount equal to the Reinvestment Prepayment Amount with respect lesser of such excess and the amount of such LC Exposure to the relevant Reinvestment Event be held as cash collateral as provided in Section 2.08(j). The Borrower shall be applied toward obligated to make such prepayment and/or deposit of cash collateral on the prepayment date it or any Subsidiary receives cash proceeds as a result of the Loans as set forth in Section 2.5(d). (b) If on any date of determination the aggregate principal amount of Loans (excluding any Additional Loans) outstanding exceeds the Borrowing Base (such excess amount being referred to herein as, an “Over Advance”), the Borrower shall prepay the Loans in an aggregate amount equal to such Over Advance on such date. Notwithstanding the foregoing, the Borrower shall not be sale; provided that all payments required to make a prepayment be made pursuant to this Section 2.5(b3.04(c)(iv) so long as (i) the aggregate amount of Over Advances must be made on such date does not exceed $3,000,000, (ii) no Default or Event of Default has occurred and is continuing, (iii) an amount equal to (A) 110% of the aggregate principal amount of Loans (excluding any Additional Loans) outstanding on such date minus (B) the Borrowing Base is deposited by the Borrower on such date in an interest-bearing segregated account subject prior to the sole dominion and control of the Administrative Agent (the “Over Advance Account”), and (iv) upon the earlier of (A) the next date on which the Borrower is required to deliver to the Administrative Agent a Borrowing Base Certificate pursuant to Section 6.2 and (B) the occurrence of a Default or an Event of Default, the Borrower either (i) directs the Administrative Agent to apply the proceeds in the Over Advance Account equal to the then applicable Over Advances to the prepayment of the Loans (with the remaining balance to be paid to the Borrower in such account designated by the Borrower) or (ii) only to the extent no Over Advance exists on such date, directs the Administrative Agent to (and the Administrative Agent thereafter shall promptly, but in any event within two (2) Business Days of receiving such direction) deposit all amounts in the Over Advance Account to such account designated by the Borrower in writing at such timeTermination Date. (cv) If any Indebtedness Each prepayment of Borrowings pursuant to this Section 3.04(c) shall be incurred by applied, first, ratably to any Group Member ABR Borrowings then outstanding, and, second, to any Eurodollar Borrowings then outstanding, and if more than one Eurodollar Borrowing is then outstanding, to each such Eurodollar Borrowing in order of priority beginning with the Eurodollar Borrowing with the least number of days remaining in the Interest Period applicable thereto and ending with the Eurodollar Borrowing with the most number of days remaining in the Interest Period applicable thereto. (excluding any Indebtedness incurred in accordance with vi) Each prepayment of Borrowings pursuant to this Section 7.2), an amount equal to 100% of the Net Cash Proceeds thereof 3.04(c) shall be applied on the date of such incurrence toward the prepayment of ratably to the Loans as set forth included in Section 2.5(d). (d) Amounts to be applied in connection with prepayments made the prepaid Borrowings. Prepayments pursuant to this Section 2.5 shall be applied to the prepayment of the Loans in accordance with Section 2.9. Each prepayment of the Loans under Section 2.5 3.04(c) shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid and the prepayment premium pursuant to extent required by Section 2.63.02.

Mandatory Prepayments. (a) If Repayment of Revolving Loans. (i) Except with respect to Protective Advances permitted under Section 2.1(e), if on any date any Group Member 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 on such date toward the prepayment aggregate amount of the Loans as set forth Lenders’ Revolving Credit Exposures for any reason exceeds the Line Cap then in Section 2.5(d); providedeffect, 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 not exceed $250,000 and (ii) on each Reinvestment Prepayment Date, an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied toward the prepayment of the Loans as set forth Lenders’ Revolving Credit Exposures to Swiss Borrower for any reason exceeds the Swiss Line Cap then in Section 2.5(d). (b) If on any date of determination effect or the aggregate principal amount of Loans (excluding the Lenders’ Revolving Credit Exposures to CGI Borrower for any Additional Loans) outstanding reason exceeds the Borrowing Base (such excess amount being referred to herein as, an “Over Advance”)CGI Line Cap then in effect, the applicable Borrower(s) shall forthwith repay within one (1) Business Day after the date on which the Borrower shall prepay the Representative receives notice of such excess, Revolving Loans of such Borrower in an aggregate amount equal to such Over Advance on such dateexcess; provided that Banker’s Acceptances and BA Equivalent Notes may not be repaid prior to their respective maturity or expiry dates but shall be Cash Collateralized in accordance with Section 3.7. Notwithstanding If after giving effect to the prepayment (or Cash Collateralization) of all outstanding Revolving Loans in accordance with the foregoing, the Borrower shall not be required to make a prepayment pursuant to this Section 2.5(b) so long as (i) Lenders’ Revolving Credit Exposures for any reason exceed the Line Cap then in effect, the aggregate amount of Over Advances on such date does not the Lenders’ Revolving Credit Exposures to Swiss Borrower for any reason exceed $3,000,000, (ii) no Default the Swiss Line Cap then in effect or Event of Default has occurred and is continuing, (iii) an the aggregate amount equal to (A) 110% of the aggregate principal amount Lenders’ Revolving Credit Exposures to CGI Borrower for any reason exceed the CGI Line Cap then in effect, the applicable Borrower(s) shall Cash Collateralize, in accordance with Section 3.7, the Letters of Loans Credit Outstanding (excluding and any Additional LoansBanker’s Acceptances and BA Equivalent Notes outstanding) outstanding on of such date minus (B) the Borrowing Base is deposited by the Borrower on in relation to such date in an interest-bearing segregated account subject Class to the sole dominion and control extent of such excess within one (1) Business Day after the Administrative Agent (the “Over Advance Account”), and (iv) upon the earlier of (A) the next date on which the Borrower is required to deliver to the Administrative Agent a Borrowing Base Certificate pursuant to Section 6.2 and (B) the occurrence Representative receives notice of a Default or an Event of Default, the Borrower either (i) directs the Administrative Agent to apply the proceeds in the Over Advance Account equal to the then applicable Over Advances to the prepayment of the Loans (with the remaining balance to be paid to the Borrower in such account designated by the Borrower) or excess. (ii) only The Revolving Loans shall be repaid daily in accordance with (and to the extent no Over Advance exists on such daterequired under) the provisions of Section 10.9, directs the Administrative Agent to (and the Administrative Agent thereafter shall promptly, but in any event within two (2) Business Days of receiving such direction) deposit all amounts in the Over Advance Account to such account designated by the Borrower in writing at such time. (c) If any Indebtedness shall be incurred by any Group Member (excluding any Indebtedness incurred in accordance with Section 7.2), an amount equal to 100% of the Net Cash Proceeds thereof shall be applied on the date of such incurrence toward the prepayment of the Loans as set forth in Section 2.5(d). (d) Amounts to be applied in connection with prepayments made pursuant to Section 2.5 shall be applied to the prepayment of the Loans in accordance with Section 2.9. Each prepayment of the Loans under Section 2.5 shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid and the prepayment premium pursuant to Section 2.6extent then applicable.

Mandatory Prepayments. (a) If on 3.4.1 Subject to section 3.4.2, in addition to any date any Group Member other principal repayments required hereunder, the Borrower 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 on such date toward make the prepayment of the Loans as set forth in Section 2.5(d); provided, that, notwithstanding the foregoing, following mandatory prepayments: (i) if the aggregate Net Cash Proceeds Borrower or any Subsidiary has provided a Guarantee Obligation to any Person or Persons (other than a Guarantee Obligation to the Lender) which is not limited in amount, or if limited in amount at any time such limit when added to both the total outstanding Debt included in section 1.1.79(b) and the total outstanding Debt otherwise included in section 1.1.79(d) herein exceeds $50,000,000, then the Borrower shall forthwith repay in full all Obligations, interest, fees and any other amounts owing to the Lender hereunder at the time of Asset Sales and Recovery Events that may be excluded from or prior to the foregoing requirement pursuant to a Reinvestment Notice shall not exceed $250,000 and issuance of such Guarantee Obligation; (ii) if the Borrower has provided any Lien on each Reinvestment Prepayment Dateits Intellectual Property in favour of any Person or Persons (other than the Lender) securing an outstanding principal amount exceeding $35,000,000 in the aggregate at any time, then the Borrower shall, within 30 days of the incurrence of such Lien, repay in full all Obligations due, interest, fees and any other amounts owing to the Lender at such time; provided that the Borrower shall not be obliged to prepay the Obligations pursuant to this clause (ii) if the amount so secured is reduced below $35,000,000 within 30 days of request by the Lender; (iii) Within 10 Business Days after any Disposition by the Borrower of Assets where the value of such Assets Disposed of exceeds $10,000,000 or the value of all Assets Disposed of in any Fiscal Year by the Borrower exceeds $10,000,000, an amount equal to the Reinvestment Prepayment Amount amount by which the Net Proceeds of such Disposition together with respect the Net Proceeds of all prior Dispositions made in such Fiscal Year, exceeds $10,000,000 shall to the relevant Reinvestment Event extent there are Obligations outstanding as that time be paid by the Borrower to the Lender and shall be applied toward in repayment of outstanding Advances under the prepayment of the Loans as set forth in Section 2.5(d). (b) If on any date of determination the aggregate principal amount of Loans (excluding any Additional Loans) outstanding exceeds the Borrowing Base (such excess amount being referred to herein as, an “Over Advance”), the Borrower shall prepay the Loans in an aggregate amount equal to such Over Advance on such date. Notwithstanding the foregoing, Credit Facility; provided that the Borrower shall not be required to make a prepayment pursuant to this Section 2.5(b) so long as (i) the aggregate amount of Over Advances on such date does not exceed $3,000,000, (ii) no Default or Event of Default has occurred and is continuing, (iii) an amount equal to (A) 110% of the aggregate principal amount of Loans (excluding any Additional Loans) outstanding on such date minus (B) the Borrowing Base is deposited by the Borrower on such date in an interest-bearing segregated account subject payment to the sole dominion and control of the Administrative Agent (the “Over Advance Account”), and (iv) upon the earlier of (A) the next date on which the Borrower is required to deliver to the Administrative Agent a Borrowing Base Certificate pursuant to Section 6.2 and (B) the occurrence of a Default or an Event of Default, the Borrower either (i) directs the Administrative Agent to apply the proceeds in the Over Advance Account equal to the then applicable Over Advances to the prepayment of the Loans (with the remaining balance to be paid to the Borrower in such account designated by the Borrower) or (ii) only to the extent no Over Advance exists on such date, directs the Administrative Agent to (and the Administrative Agent thereafter shall promptly, but in any event within two (2) Business Days of receiving such direction) deposit all amounts in the Over Advance Account to such account designated by the Borrower in writing at such time. (c) If any Indebtedness shall be incurred by any Group Member (excluding any Indebtedness incurred Lender in accordance with Section 7.2), an amount equal to 100% of the Net Cash Proceeds thereof shall be applied on the date of such incurrence toward the prepayment of the Loans as set forth in Section 2.5(d). (d) Amounts to be applied in connection with prepayments made pursuant to Section 2.5 shall be applied to the prepayment of the Loans in accordance with Section 2.9. Each prepayment of the Loans under Section 2.5 shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid and the prepayment premium pursuant to Section 2.6.this section 3.4.1

Mandatory Prepayments. (ai) If on If, after giving effect to (A) any date termination or reduction of the Aggregate Maximum Credit Amounts pursuant to Section 2.03(b) or (B) any Group Member shall receive Net Cash Proceeds from any Asset Sale termination or Recovery Event thenreduction of the Aggregate Elected Commitment Amount, unless a Reinvestment Notice shall be delivered in respect thereof, such Net Cash Proceeds shall be applied on such date toward the prepayment outstanding aggregate principal amount of the Loans as set forth plus the LC Exposure exceeds the Aggregate Maximum Credit Amounts or the Aggregate Elected Commitment Amount, then the Borrower shall (1) prepay the Loans on the date of such termination or reduction in Section 2.5(d); providedan aggregate principal amount equal to the excess, 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 not exceed $250,000 and (ii2) if any excess remains after prepaying all of the Loans, pay to the Administrative Agent on each Reinvestment Prepayment Date, behalf of the Lenders an amount equal to the Reinvestment Prepayment Amount with respect excess to the relevant Reinvestment Event shall be applied toward the prepayment of the Loans held as set forth cash collateral as provided in Section 2.5(d2.10(b). (bii) If on Upon any date redetermination of determination or adjustment to the aggregate principal amount of Loans (excluding any Additional Loans) outstanding exceeds the Borrowing Base in accordance with Section 2.08 (such excess amount being referred to herein as, an “Over Advance”other than Section 2.08(e) and (f)), if a Deficiency exists, then the Borrower shall shall, within thirty (30) days of the effective date of such new Borrowing Base, elect to: (A) prepay the Loans in an aggregate principal amount equal to such Over Advance on Deficiency, (B) pay such date. Notwithstanding the foregoingDeficiency in five (5) equal installments, the Borrower shall not be first such installment being due and payable by the first Business Day after such election has been made and the remaining installments due monthly thereafter until such Deficiency is paid in full, (C) provide and pledge as Mortgaged Properties additional Oil and Gas Properties acceptable to the Administrative Agent and the Lenders in their sole discretion (together with the status of title information with respect thereto) to increase the Borrowing Base by an amount at least equal to such Deficiency, or (D) effect any combination of the foregoing clauses (A), (B) and (C) in amounts necessary to eliminate such Deficiency; provided that all payments required to make a prepayment be made pursuant to this Section 2.5(b2.07(b)(ii) so long as (i) must be made on or prior to the aggregate amount of Over Advances on such date does not exceed $3,000,000, (ii) no Default or Event of Default has occurred and is continuing, Termination Date. (iii) Upon any adjustment to the amount of the Borrowing Base in accordance with Section 2.08(e) or (f), Section 8.08 or Section 9.13, if a Deficiency exists, then the Borrower shall: (A) prepay the Loans in an aggregate principal amount equal to such Deficiency, and (B) if a Deficiency remains after prepaying all of the Loans as a result of an LC Exposure, provide to the Administrative Agent on behalf of the Lenders an amount equal to (A) 110% such Deficiency to be held as cash collateral as provided in Section 2.10(b). The Borrower shall be obligated to make such prepayment and/or deposit of the aggregate principal amount of Loans (excluding any Additional Loans) outstanding on such date minus (B) the Borrowing Base is deposited by the Borrower on such date in an interest-bearing segregated account subject to the sole dominion and control of the Administrative Agent (the “Over Advance Account”), and (iv) cash collateral upon the earlier effectuation of (A) the next date on which the Borrower is required to deliver to the Administrative Agent a Borrowing Base Certificate pursuant to Section 6.2 and (B) the occurrence of a Default such termination or an Event of Default, the Borrower either (i) directs the Administrative Agent to apply the proceeds in the Over Advance Account equal to the then applicable Over Advances to the prepayment of the Loans (with the remaining balance to be paid to the Borrower in such account designated by the Borrower) or (ii) only to the extent no Over Advance exists on such date, directs the Administrative Agent to (and the Administrative Agent thereafter shall promptly, but in any event within two (2) Business Days of receiving such direction) deposit all amounts in the Over Advance Account to such account designated by the Borrower in writing at such time. (c) If any Indebtedness shall be incurred by any Group Member (excluding any Indebtedness incurred sale in accordance with Section 7.22.08(e), an amount equal to 100% removal of the Net Cash Proceeds thereof shall be applied on the date of such incurrence toward the prepayment of the Loans as set forth in Section 2.5(d). (d) Amounts to be applied in connection with prepayments made pursuant to Section 2.5 shall be applied to the prepayment of the Loans Oil and Gas Properties in accordance with Section 2.9. Each prepayment 8.08 or of the Loans under such sale made in accordance with Section 2.5 shall 9.13; as applicable, provided that all payments required to be accompanied by accrued interest made pursuant to this Section 2.07(b)(iii) must be made on or prior to the date of such prepayment on the amount prepaid and the prepayment premium pursuant to Section 2.6Termination Date.

Mandatory Prepayments. (a) If on any date any Group Member 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 on such date toward the prepayment of the Loans as set forth in Section 2.5(d); provided, that, notwithstanding the foregoing, (i) If, after giving effect to any termination or reduction of the aggregate Net Cash Proceeds of Asset Sales and Recovery Events that may be excluded from the foregoing requirement Aggregate Maximum Credit Amounts pursuant to a Reinvestment Notice shall not exceed $250,000 and (ii) on each Reinvestment Prepayment Date, an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied toward the prepayment of the Loans as set forth in Section 2.5(d). (b) If on any date of determination the aggregate principal amount of Loans (excluding any Additional Loans) outstanding exceeds the Borrowing Base (such excess amount being referred to herein as, an “Over Advance”2.06(b), the Borrower shall prepay total Revolving Credit Exposures exceeds the Loans in an aggregate amount equal to such Over Advance on such date. Notwithstanding the foregoingtotal Commitments, then the Borrower shall not be required to make a prepayment pursuant to this Section 2.5(b) so long as (i) the aggregate amount of Over Advances on such date does not exceed $3,000,000, (ii) no Default or Event of Default has occurred and is continuing, (iii) an amount equal to (A) 110% of prepay the aggregate principal amount of Loans (excluding any Additional Loans) outstanding on such date minus (B) the Borrowing Base is deposited by the Borrower on such date in an interest-bearing segregated account subject to the sole dominion and control of the Administrative Agent (the “Over Advance Account”), and (iv) upon the earlier of (A) the next date on which the Borrower is required to deliver to the Administrative Agent a Borrowing Base Certificate pursuant to Section 6.2 and (B) the occurrence of a Default or an Event of Default, the Borrower either (i) directs the Administrative Agent to apply the proceeds in the Over Advance Account equal to the then applicable Over Advances to the prepayment of the Loans (with the remaining balance to be paid to the Borrower in such account designated by the Borrower) or (ii) only to the extent no Over Advance exists on such date, directs the Administrative Agent to (and the Administrative Agent thereafter shall promptly, but in any event within two (2) Business Days of receiving such direction) deposit all amounts in the Over Advance Account to such account designated by the Borrower in writing at such time. (c) If any Indebtedness shall be incurred by any Group Member (excluding any Indebtedness incurred in accordance with Section 7.2), an amount equal to 100% of the Net Cash Proceeds thereof shall be applied Borrowings on the date of such incurrence toward the prepayment termination or reduction in an aggregate principal amount equal to such excess, and (B) if any excess remains after prepaying all of the Loans Borrowings as set forth a result of an LC Exposure, pay to the Administrative Agent on behalf of the Lenders an amount equal to such excess to be held as Cash Collateral as provided in Section 2.5(d2.08(j). (dii) Amounts If, other than upon any adjustment to the Borrowing Base pursuant to Section 2.07(e), a Borrowing Base Deficiency exists, then the Borrower shall take such actions as required by Section 2.07(f) to cure such Borrowing Base Deficiency, including making any prepayment required by such section. (iii) If, upon any adjustments to the Borrowing Base pursuant to Section 2.07(e), a Borrowing Base Deficiency exists, then the Borrower shall (A) prepay the Borrowings in an aggregate principal amount equal to such Borrowing Base Deficiency, and (B) if any Borrowing Base Deficiency remains after prepaying all of the Borrowings as a result of an LC Exposure, pay to the Administrative Agent on behalf of the Lenders an amount equal to such Borrowing Base Deficiency to be applied held as Cash Collateral as provided in connection with prepayments Section 2.08(j). The Borrower shall be obligated to make such prepayment and/or deposit of Cash Collateral on the date it or any Subsidiary receives cash proceeds as a result of such Asset Disposition or Swap Termination, as the case may be; provided that all payments required to be made pursuant to this Section 2.5 3.04(c)(iii) must be made on or prior to the Termination Date. (iv) Each prepayment of Borrowings pursuant to this Section 3.04(c) shall be applied, first, ratably to any ABR Borrowings then outstanding, and, second, to any Eurodollar Borrowings then outstanding, and if more than one Eurodollar Borrowing is then outstanding, to each such Eurodollar Borrowing in order of priority beginning with the Eurodollar Borrowing with the least number of days remaining in the Interest Period applicable thereto and ending with the Eurodollar Borrowing with the most number of days remaining in the Interest Period applicable thereto. (v) Each prepayment of Borrowings pursuant to this Section 3.04(c) shall be applied ratably to the prepayment of Loans included in the Loans in accordance with prepaid Borrowings. Prepayments pursuant to this Section 2.9. Each prepayment of the Loans under Section 2.5 3.04(c) shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid and the prepayment premium pursuant to extent required by Section 2.63.02.

Mandatory Prepayments. (a) If On each date on which the Revolver Commitments are reduced or terminated pursuant to Section 2.08 or Section 2.09, the Borrower shall repay or prepay such principal amount of the outstanding Revolver Advances, if any date (together with interest accrued thereon and any Group Member shall receive Net Cash Proceeds from any Asset Sale amount due under Section 8.05), as may be necessary so that after such payment the aggregate unpaid principal amount of the Revolver Advances does not exceed the aggregate amount of the Revolver Commitments as then reduced. Each such payment or Recovery Event then, unless a Reinvestment Notice shall be delivered in respect thereof, such Net Cash Proceeds prepayment shall be applied on such date toward first to any Swing Advances outstanding, and then ratably to the prepayment Revolver Advances of the Loans as set forth several Lenders outstanding on the date of payment or prepayment in Section 2.5(d); provided, that, notwithstanding the foregoing, following order or priority: (i) the aggregate Net Cash Proceeds of Asset Sales and Recovery Events that may be excluded from the foregoing requirement pursuant first, to a Reinvestment Notice shall not exceed $250,000 and Base Rate Advances; (ii) on each Reinvestment Prepayment Datesecond, an amount equal to the Reinvestment Prepayment Amount with respect Index Euro-Dollar Advances; and (iii) lastly, to the relevant Reinvestment Event shall be applied toward the prepayment of the Loans as set forth in Section 2.5(d)Tranche Euro-Dollar Advances. (b) If on any date of determination In the event that the aggregate principal amount of Loans (excluding any Additional Loans) outstanding exceeds the Borrowing Base (such excess amount being referred to herein asall Advances, an “Over Advance”), the Borrower shall prepay the Loans in an aggregate amount equal to such Over Advance on such date. Notwithstanding the foregoing, the Borrower shall not be required to make a prepayment pursuant to this Section 2.5(b) so long as (i) the aggregate amount of Over Advances on such date does not exceed $3,000,000, (ii) no Default or Event of Default has occurred and is continuing, (iii) an amount equal to (A) 110% of together with the aggregate principal amount of Loans (excluding the Swing Line Advances and Letter of Credit Obligations at any Additional Loans) one time outstanding on such date minus (B) shall at any time exceed the Borrowing Base is deposited by the Borrower on such date in an interest-bearing segregated account subject to the sole dominion and control aggregate amount of the Administrative Agent (Revolver Commitments of all of the “Over Advance Account”), and (iv) upon the earlier of (A) the next date on which the Borrower is required to deliver to the Administrative Agent a Borrowing Base Certificate pursuant to Section 6.2 and (B) the occurrence of a Default or an Event of DefaultBanks at such time, the Borrower either (i) directs the Administrative Agent to apply the proceeds in the Over Advance Account equal to the then applicable Over Advances to the prepayment shall immediately repay so much of the Loans (Advances and Swing Line Advances as is necessary in order that the aggregate principal amount of the Advances thereafter outstanding, together with the remaining balance to be paid to aggregate principal amount of the Borrower in such account designated by Swing Line Advances and Letter of Credit Obligations shall not exceed the Borrower) or (ii) only to aggregate amount of the extent no Over Advance exists on such date, directs Revolver Commitments of all of the Administrative Agent to (and the Administrative Agent thereafter shall promptly, but in any event within two (2) Business Days of receiving such direction) deposit all amounts in the Over Advance Account to such account designated by the Borrower in writing Banks at such time. (c) If at any time the ratio of Total Indebtedness to Total Asset Value is in excess of 50%, the Borrower shall be incurred by any Group Member (excluding any Indebtedness incurred in accordance with Section 7.2), an amount equal to 100% immediately repay so much of the Net Cash Proceeds thereof Revolver Advances as is necessary in order that the ratio of Total Indebtedness to Total Asset Value is, after giving effect to such repayment, no greater than 50%. Each such payment or prepayment shall be applied first to any Swing Advances outstanding, and then ratably to the Revolver Advances of the several Lenders outstanding on the date of such incurrence toward payment or prepayment in the prepayment of the Loans as set forth in Section 2.5(d)following order or priority: (i) first, to Base Rate Advances, (ii) second, to Index Euro-Dollar Advances, and (iii) lastly to Tranche Euro-Dollar Advances. (d) Amounts to be applied in connection with prepayments made pursuant to Section 2.5 shall be applied to the prepayment of the Loans in accordance with Section 2.9. Each prepayment of the Loans under Section 2.5 shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid and the prepayment premium pursuant to Section 2.6.

Mandatory Prepayments. (ai) If If, on any date and for any Group Member shall receive Net reason, the Outstanding Amount of L/C Obligations exceeds the L/C Sublimit, the Borrowers will immediately (and in any event within three Business Days thereof) Cash Proceeds from any Asset Sale or Recovery Event then, unless a Reinvestment Notice shall be delivered Collateralize the Outstanding Amount of such L/C Obligations in respect thereof, an amount equal to such Net Cash Proceeds shall be applied on such date toward the prepayment of the Loans as set forth in Section 2.5(d); 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 not exceed $250,000 and excess. (ii) If, on each Reinvestment Prepayment Dateany date the Total Revolving Credit Outstandings, less the amount of L/C Obligations Cash Collateralized, exceeds the Aggregate Revolving Credit Commitments then in effect, including after giving effect to any reduction of the Aggregate Revolving Credit Commitments pursuant to Section 2.07, the Borrowers will immediately, and without notice or demand, prepay the outstanding principal amount of the Revolving Credit Loans, Swing Line Loans and L/C Borrowings by an amount equal to the Reinvestment Prepayment Amount with respect applicable excess. Any such prepayment will be applied, first, to the relevant Reinvestment Event shall be applied toward the prepayment of the any L/C Borrowings, second, to prepay any outstanding Swing Line Loans as set forth in Section 2.5(d)and third, to prepay any outstanding Revolving Credit Loans. (biii) If on If, following any date reduction of determination the Aggregate Revolving Credit Commitments pursuant to Section 2.07, the aggregate principal amount Outstanding Amount of Swing Line Loans would exceed the Swing Line Sublimit (excluding any Additional Loans) outstanding exceeds the Borrowing Base (including as reduced by such excess amount being referred to herein as, an “Over Advance”reduction), the Borrower shall Borrowers will prepay on the reduction date the Outstanding Amount of Swing Line Loans in an aggregate amount equal to such Over Advance on such date. Notwithstanding the foregoing, the Borrower shall not be required to make a prepayment pursuant to this Section 2.5(b) so long as (i) the aggregate amount of Over Advances on such date does not exceed $3,000,000, (ii) no Default or Event of Default has occurred and is continuing, (iii) by an amount equal to (A) 110% of the aggregate principal amount of Loans (excluding any Additional Loans) outstanding on by which such date minus (B) Outstanding Amount exceeds the Borrowing Base is deposited by the Borrower on such date in an interest-bearing segregated account subject to the sole dominion and control of the Administrative Agent (the “Over Advance Account”), and Swing Line Sublimit. (iv) upon If, following any reduction of the earlier of (A) the next date on which the Borrower is required to deliver to the Administrative Agent a Borrowing Base Certificate Aggregate Revolving Credit Commitments pursuant to Section 6.2 and (B) the occurrence of a Default or an Event of Default2.07, the Borrower either L/C Obligations would exceed the L/C Sublimit (i) directs the Administrative Agent to apply the proceeds in the Over Advance Account equal to the then applicable Over Advances to the prepayment of the Loans (with the remaining balance to be paid to the Borrower in including as reduced by such account designated by the Borrower) or (ii) only to the extent no Over Advance exists on such date, directs the Administrative Agent to (and the Administrative Agent thereafter shall promptly, but in any event within two (2) Business Days of receiving such direction) deposit all amounts in the Over Advance Account to such account designated by the Borrower in writing at such time. (c) If any Indebtedness shall be incurred by any Group Member (excluding any Indebtedness incurred in accordance with Section 7.2reduction), an amount equal to 100% of the Net Borrowers will Cash Proceeds thereof shall be applied on the date of Collateralize such incurrence toward the prepayment of the Loans as set forth in Section 2.5(d)L/C Obligations. (d) Amounts to be applied in connection with prepayments made pursuant to Section 2.5 shall be applied to the prepayment of the Loans in accordance with Section 2.9. Each prepayment of the Loans under Section 2.5 shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid and the prepayment premium pursuant to Section 2.6.

Mandatory Prepayments. (ai) If on at any date any Group Member 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 on such date toward time the prepayment aggregate outstanding balances of the Loans as Revolving Loan exceeds the lesser of (A) the Maximum Amount less the aggregate outstanding Swing Line Loan at such time and (B) the Aggregate Borrowing Base less the aggregate outstanding Swing Line Loan at such time, Borrowers shall immediately repay the aggregate outstanding Revolving Credit Advances to the extent required to eliminate such excess. If any such excess remains after repayment in full of the aggregate outstanding Revolving Credit Advances, Borrowers shall provide cash collateral for the Letter of Credit Obligations in the manner set forth in Section 2.5(d); 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 not exceed $250,000 and (ii) on each Reinvestment Prepayment Date, an amount equal Annex B to the Reinvestment Prepayment Amount with respect extent required to eliminate such excess. Furthermore, if, at any time, the outstanding balance of the Revolving Loan to any Borrower exceeds such Borrower’s separate Borrowing Base less the outstanding balance of the Swing Line Loan to such Borrower, the applicable Borrower shall immediately repay its Revolving Credit Advances in the amount of such excess (and, to the relevant Reinvestment Event shall be applied toward the prepayment extent necessary, provide cash collateral for its Letter of the Loans Credit Obligations as set forth in Section 2.5(ddescribed above). (bii) If on Immediately upon receipt by any date Credit Party of determination the aggregate principal amount proceeds of Loans any asset disposition (excluding proceeds of dispositions of Equipment Inventory and P&E permitted by Section 6.8 having an aggregate Net Book Value in any Additional Loansone Fiscal Year, not exceeding $500,000) outstanding exceeds the Borrowing Base (or any sale of Stock of any Subsidiary of such excess amount being referred to herein asCredit Party, an “Over Advance”), the Borrower Borrowers shall prepay the Loans in an aggregate amount equal to all such Over Advance proceeds, net of (A) commissions and other reasonable and customary transaction costs, fees and expenses properly attributable to such transaction and payable by any Credit Party in connection therewith (in each case, paid to non Affiliates), (B) amounts payable to holders of senior Liens (to the extent such Liens constitute Permitted Encumbrances hereunder), if any, on the assets so disposed, and (C) transfer taxes plus an appropriate reserve for income taxes in accordance with GAAP in connection therewith (“Net Proceeds”). Any such dateprepayment shall, subject to Section 1.3(b)(iv), be applied in accordance with Section 1.3(c). Notwithstanding the foregoing, the Borrower shall not be required to make a prepayment pursuant to this Section 2.5(b) so long as (i) the aggregate amount of Over Advances on such date does not exceed $3,000,000, (ii) foregoing and provided no Default or Event of Default has occurred and is continuing, such prepayment shall not be required to the extent such Credit Party reinvests the Net Proceeds of such disposition in productive assets (other than Equipment Inventory and Parts and Tools Inventory) of a kind then used or usable in the business of such Credit Party, within one hundred eighty (180) days after the date of such disposition or enters into a binding commitment thereof within said one hundred eighty (180) day period and subsequently makes such reinvestment. Pending such reinvestment, the Net Proceeds shall be delivered to the Agent and retained in a cash collateral account established for that purpose and shall be available for reinvestment so long as no Default or Event of Default is continuing. (iii) If any Credit Party issues Stock or any Indebtedness (other than Indebtedness permitted by Section 6.3) in excess of $1,000,000 in the aggregate of such Stock and such Indebtedness, no later than the Business Day following the date of receipt of the cash proceeds thereof, the issuing Credit Party shall prepay the Loans in an amount equal to all such proceeds, net of underwriting discounts and commissions and other reasonable costs paid to non Affiliates in connection therewith; provided, that no such prepayment shall be required, so long as no Event of Default has occurred and is continuing, from the proceeds of any issuance of Stock by a Credit Party (Ai) 110% to any director, officer or other employee of the aggregate principal amount of Loans (excluding any Additional Loans) outstanding on such date minus (B) the Borrowing Base is deposited by the Borrower on such date in an interest-bearing segregated account subject Credit Party pursuant to the sole dominion and control of the Administrative Agent (the “Over Advance Account”)stock incentive plan adopted by H&E Delaware prior to, and as in effect on, the Closing Date, (ii) in connection with the Related Transactions, (iii) as consideration for any Person (other than any Affiliate of a Credit Party) providing permitted Indebtedness under Section 6.3, (iv) upon the earlier of to any other Credit Party or (Av) the next date on which the Borrower is required as consideration to deliver to the Administrative Agent a Borrowing Base Certificate pursuant any Person (other than an Affiliate) selling assets in any Permitted Acquisition. Any such prepayment shall, subject to Section 6.2 and (B) the occurrence of a Default or an Event of Default1.3(b)(iv), the Borrower either (i) directs the Administrative Agent to apply the proceeds in the Over Advance Account equal to the then applicable Over Advances to the prepayment of the Loans (with the remaining balance to be paid to the Borrower in such account designated by the Borrower) or (ii) only to the extent no Over Advance exists on such date, directs the Administrative Agent to (and the Administrative Agent thereafter shall promptly, but in any event within two (2) Business Days of receiving such direction) deposit all amounts in the Over Advance Account to such account designated by the Borrower in writing at such time. (c) If any Indebtedness shall be incurred by any Group Member (excluding any Indebtedness incurred applied in accordance with Section 7.2), an amount equal to 100% of the Net Cash Proceeds thereof shall be applied on the date of such incurrence toward the prepayment of the Loans as set forth in Section 2.5(d1.3(c). (div) Amounts In the event that Section 1.3(b)(i), (ii) or (iii) shall require any prepayment to be applied made on a day other than an Interest Payment Date, then upon receipt of such prepayment and to the extent requested by any Borrower, Agent shall hold such amount as cash collateral (provided that the Borrower delivering the same shall have executed and delivered such documents as Agent shall have requested in connection with prepayments made pursuant to Section 2.5 such cash collateral) and, so long as no Default or Event of Default shall have occurred and be applied continuing, shall not apply such cash collateral to the prepayment under the applicable paragraph of this Section 1.3 until the Loans next succeeding Interest Payment Date. Such cash collateral shall be invested in Cash Equivalents as directed by such Borrower in accordance with Section 2.9such documents. Each prepayment Interest earned on such cash collateral shall accrue for the account of the Loans under Section 2.5 Borrower providing the same, shall constitute additional cash collateral and (assuming no Default or Event of Default shall be accompanied by accrued interest continuing) shall be, to the date of extent remaining, applied to such prepayment on the amount prepaid and the prepayment premium pursuant to Section 2.6such next succeeding Interest Payment Date.

Mandatory Prepayments. (ai) If on any date (A) the aggregate unpaid principal amount of all outstanding Revolving Loans and Swingline Loans plus the outstanding Letter of Credit Obligations (to the extent not Cash Collateralized pursuant to clause (ii) below or as provided for in Section 3.07) exceeds the Aggregate Revolving Commitment or (B) the aggregate unpaid principal amount of Swingline Loans exceeds the Swingline Amount, in each such case the Borrower shall immediately prepay the amount of such excess. (ii) If on any Group Member date the aggregate amount of all Letter of Credit Obligations shall receive Net exceed either (x) the Letter of Credit Commitment or (y) the Aggregate Revolving Commitment, the Borrower shall 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 Collateralize on such date toward the prepayment its obligations in respect of the Loans as set forth Letters of Credit in Section 2.5(d); 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 not exceed $250,000 and (ii) on each Reinvestment Prepayment Date, an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied toward the prepayment of the Loans as set forth in Section 2.5(d)such excess. (b) If on On each date upon which Holdings or any date of determination the aggregate principal amount its Subsidiaries receives any proceeds from any incurrence by Holdings or any of Loans its Subsidiaries of Indebtedness for borrowed money (excluding any Additional Loans) outstanding exceeds the Borrowing Base (such excess amount being referred to herein as, an “Over Advance”), the Borrower shall prepay the Loans in an aggregate amount equal to such Over Advance on such date. Notwithstanding the foregoing, the Borrower shall not be required to make a prepayment pursuant to this Section 2.5(b) so long as (i) the aggregate amount of Over Advances on such date does not exceed $3,000,000, (ii) no Default or Event of Default has occurred and is continuing, (iii) an amount equal to (A) 110% of the aggregate principal amount of Loans (excluding any Additional Loans) outstanding on such date minus (B) the Borrowing Base is deposited by the Borrower on such date in an interest-bearing segregated account subject to the sole dominion and control of the Administrative Agent (the “Over Advance Account”), and (iv) upon the earlier of (A) the next date on which the Borrower is required to deliver to the Administrative Agent a Borrowing Base Certificate pursuant to Section 6.2 and (B) the occurrence of a Default or an Event of Default, the Borrower either (i) directs the Administrative Agent to apply the proceeds in the Over Advance Account equal to the then applicable Over Advances to the prepayment of the Loans (with the remaining balance other than Indebtedness for borrowed money permitted to be paid to incurred under Section 8.04 as in effect on the Borrower in such account designated by the Borrower) or (ii) only to the extent no Over Advance exists on such date, directs the Administrative Agent to (and the Administrative Agent thereafter shall promptly, but in any event within two (2) Business Days of receiving such direction) deposit all amounts in the Over Advance Account to such account designated by the Borrower in writing at such time. (c) If any Indebtedness shall be incurred by any Group Member (excluding any Indebtedness incurred in accordance with Section 7.2Closing Date), an amount equal to 100% of the Net Cash Debt Proceeds thereof of the respective incurrence of Indebtedness shall be applied on such date as a mandatory repayment of principal of outstanding Term Loans and/or reduction to the Aggregate Revolving Commitment pursuant to Section 2.07(i). Nothing in this paragraph (b) shall be deemed to permit the issuance of any Indebtedness not otherwise permitted under this Agreement. (c) Within two Business Days after Holdings or any of its Subsidiaries receives any proceeds from any Asset Sale, an amount equal to 100% of the Net Sale Proceeds from such Asset Sale shall be applied on such date as a mandatory repayment of principal of outstanding Term Loans and/or as a reduction to the Aggregate Revolving Commitment pursuant to Section 2.07(i), provided that with respect to no more than $2,000,000 in the aggregate of such Net Sale Proceeds in any fiscal year of Holdings, such Net Sale Proceeds shall not give rise to a repayment and/or reduction pursuant to this paragraph (c) to the extent that no Default or Event of Default then exists and Holdings has delivered a certificate to the Administrative Agent on or prior to such date stating that such Net Sale Proceeds shall be used to purchase assets used or to be used in the Borrower's or any of its Subsidiaries' business within 270 days following the date of receipt of the Net Sale Proceeds from such Asset Sale (which certificate shall set forth the estimates of the proceeds to be so expended), and provided further, that if all or any portion of such Net Sale Proceeds are not so reinvested within such 270-day period (or such earlier date, if any, as Holdings or the Borrower determines not to so reinvest such Net Sale Proceeds), such remaining portion shall be applied on the date last day of such incurrence toward period (or such earlier date, as the prepayment case may be) as a mandatory repayment of principal of outstanding Term Loans and/or as a reduction to the Loans as set forth Aggregate Revolving Commitment pursuant to Section 2.07(i). Nothing in Section 2.5(d)this paragraph (c) shall be deemed to permit any Asset Sale not otherwise permitted under this Agreement. (d) Amounts Within 10 days following each date upon which Holdings or any of its Subsidiaries receives any cash proceeds from any Recovery Event, an amount equal to 100% of the Net Insurance Proceeds from such Recovery Event shall be applied on such date as a mandatory repayment of principal of outstanding Term Loans and/or as a reduction to the Aggregate Revolving Commitment pursuant to Section 2.07(i), provided that so long as no Default or Event of Default then exists and such Net Insurance Proceeds from such Recovery Event do not exceed $10,000,000, such Net Insurance Proceeds shall not give rise to a repayment and/or reduction pursuant to this paragraph (d) on such date to the extent that Holdings has delivered a certificate to the Administrative Agent on or prior to such date stating that such Net Insurance Proceeds shall be used to replace or restore any properties or assets in respect of which such Net Insurance Proceeds were paid within 365 days following the date of receipt of such Net Insurance Proceeds (which certificate shall set forth the estimates of the Net Insurance Proceeds to be so expended), and provided further, that (i) if the amount of such Net Insurance Proceeds exceeds $10,000,000, then the entire amount of such Net Insurance Proceeds and not just the portion in excess of $10,000,000 shall be applied as provided above in this paragraph (d), and (ii) if all or any portion of such Net Insurance Proceeds are not contractually committed to be used within 280 days after the date of receipt of such Net Insurance Proceeds and are not actually used within 365 days after the date of receipt of such Net Insurance Proceeds to effect such restoration or replacement (or such earlier date, if any, as Holdings or the Borrower determines not to reinvest such Net Insurance Proceeds, such remaining portion shall be applied on the last day of such 280-day or 365-day period, as the case may be (or such earlier date as the case may be), as provided above in this paragraph (d). (e) On each date after the Closing Date upon which Holdings or any of its Subsidiaries receives any cash proceeds from any capital contribution or any sale or issuance of its equity (other than (i) proceeds received by any Subsidiary of the Borrower from equity contributions made by the Borrower or any Subsidiary of the Borrower, (ii) up to $2,000,000 of proceeds in the aggregate in any fiscal year of Holdings from the issuance of shares of Holding Common Stock (including as a result of the exercise of any options to purchase such shares) to officers and employees of Holdings or any of its Subsidiaries, (iii) up to $10,000,000 of proceeds in the aggregate (other than from a registered public equity offering) the proceeds of which are used to fund a Permitted Retained Equity Transaction and (iv) up to $20,000,000 of additional proceeds in the aggregate to the extent made by one or more Permitted Holders and/or other shareholders of Holdings on the Closing Date the proceeds of which are used to fund a Permitted Retained Equity Transaction), an amount equal to 50% of the Net Equity Proceeds of such capital contribution or sale or issuance of equity shall be applied as a mandatory repayment of principal of outstanding Term Loans and/or as a reduction to the Aggregate Revolving Commitment pursuant to Section 2.07(i). (f) On each Excess Cash Payment Date, an amount equal to 75% of the Excess Cash Flow for the relevant Excess Cash Payment Period shall be applied as a mandatory repayment of principal of outstanding Term Loans and/or as a reduction to the Aggregate Revolving Commitment pursuant to Section 2.07(i); provided, however, that the foregoing percentage shall be reduced to 50% if the Consolidated Leverage Ratio is less than 3.75:1.00 on the last day of the Measurement Period for the relevant Excess Cash Payment Period (after giving effect to any repayment of Term Loans on such date). (g) The Borrower shall pay, together with each prepayment made by the Borrower under this Section 2.07, accrued interest on the amount prepaid and any amounts required pursuant to Section 4.04; provided that interest shall be paid in connection with any such prepayment of Base Rate Loans (other than a prepayment in full) on the next occurring Interest Payment Date. (h) Any prepayments made pursuant to this Section 2.5 2.07 made on a day other than an Interest Payment Date for any Loan shall be applied first to any Base Rate Loans then outstanding and then to Eurodollar Loans with the shortest Interest Periods remaining. (i) Subject to paragraph (j) of this Section 2.07, each repayment of Term Loans pursuant to this Section 2.07 shall be applied to the prepayment Tranche A Term Loans and the Tranche B Term Loans on a pro rata basis (based upon the then outstanding principal amount of Tranche A Term Loans and Tranche B Term Loans). Each repayment of principal of any Tranche of Term Loans pursuant to this Section 2.07 shall be applied to reduce the then remaining Scheduled Repayments of the respective Tranche of Term Loans pro rata based upon the then remaining principal amounts of the Scheduled Repayments of the respective Tranche after giving effect to all prior reductions thereto. After all Term Loans have been repaid in full, any amounts required to be applied pursuant to this Section 2.07(i) shall be applied to reduce the Aggregate Revolving Commitment. (j) Notwithstanding anything to the contrary contained in this Section 2.07, so long as any Tranche A Term Loans remain outstanding the Borrower shall have the option, in its sole discretion, to give the B Lenders the option to waive their pro rata share of a mandatory repayment of Tranche B Term Loans which is to be made pursuant to Section 2.07(b), (c), (d), (e) or (f) (each such repayment, a "Waivable Mandatory Repayment") upon the terms and provisions set forth in this Section 2.07(j). If the Borrower elects to exercise the option referred to in the immediately preceding sentence, the Borrower shall give to the Administrative Agent written notice of the Borrower's intention to give the B Lenders the right to waive a Waivable Mandatory Repayment (including in such notice, the aggregate amount of such proposed repayment) at least five Business Days prior to the date of the proposed repayment, which notice the Administrative Agent shall promptly forward to all B Lenders (indicating in such notice the amount of such repayment to be applied to each such B Lender's outstanding Tranche B Term Loans). The Borrower's offer to permit the B Lenders to waive any such Waivable Mandatory Repayment may apply to all or part of such repayment, provided that any offer to waive part of such repayment must be made ratably to the B Lenders on the basis of their outstanding Tranche B Term Loans. In the event that any such B Lender desires to waive its pro rata share of such B Lender's right to receive any such Waivable Mandatory Repayment in whole or in part, such B Lender shall so advise the Administrative Agent no later than 5:00 P.M. (New York City time) on the date which is two Business Days after the date of such notice from the Administrative Agent, which notice shall also include the amount such B Lender desires to receive in respect of such repayment. If any B Lender does not reply to the Administrative Agent within the two Business Days, such B Lender will be deemed not to have waived any part of such repayment. If any B Lender does not specify an amount it wishes to receive, such B Lender will be deemed to have accepted 100% of its share of such repayment. In the event that any such B Lender waives all or any part of its share of any such Waivable Mandatory Repayment, the Administrative Agent shall apply 100% of the amount so waived by such B Lender (1) first, to the outstanding Tranche A Term Loans in accordance with Section 2.9. Each prepayment of the Loans under Section 2.5 shall be accompanied by accrued interest 2.07(i) and (2) second, to the date of such prepayment extent that any amount remains after the application pursuant to preceding clause (1), to permanently reduce the Aggregate Revolving Commitment. (k) The Borrower shall repay in full all outstanding Loans on the amount prepaid and the prepayment premium pursuant to Section 2.6date on which a Change of Control occurs.

Mandatory Prepayments. (a) If on Unless the Required Lenders and the Borrower shall otherwise agree, if (i) the Borrower or any date any Group Member Guarantor or other Restricted Subsidiary shall receive Net Cash Proceeds from any incurrence of Indebtedness (other than Permitted Indebtedness), Asset Sale or Sale, Recovery Event or Extraordinary Distribution or (ii) any MLP GP shall receive Net Cash Proceeds (net, in the case of clause (ii), of any portion thereof that has been distributed to the Permitted GP or Loan Party that is the sole general partner thereof and that has been applied as a Permitted GP Rollover Investment contemporaneously with (and in no event later than three Business Days after) the receipt of such dividend or distribution) from any GP Equity Transfer, then, unless a Reinvestment Notice shall be have been delivered by the Borrower to the Administrative Agent in respect thereofhereof, the Borrower shall apply an amount equal to such Net Cash Proceeds shall be applied on such date toward the prepayment of the Loans as set forth in Section 2.5(d); provided) no later than three Business Days after the date of such receipt. (b) Unless the Required Lenders and the Borrower shall otherwise agree, that, notwithstanding if the foregoing, (i) the aggregate Net Cash Proceeds of Asset Sales and Recovery Events that may be excluded from the foregoing requirement pursuant to Borrower has previously delivered a Reinvestment Notice Notice, the Borrower shall not exceed $250,000 and (ii) on each Reinvestment Prepayment Date, apply an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event as set forth in Section 2.5(d) on the applicable Reinvestment Prepayment Date. (c) Unless the Required Lenders and the Borrower shall be applied toward otherwise agree, on the prepayment relevant VPP Net Revenue Application Date, the Borrower shall apply 50% of the Loans VPP Net Revenue for such period as set forth in Section 2.5(d). (b) If on any date of determination ; provided, that no such prepayment shall be required until the aggregate principal amount of Loans (excluding any Additional Loans) outstanding exceeds the Borrowing Base (such excess amount being referred to herein as, an “Over Advance”), the Borrower shall prepay the Loans in an aggregate amount equal to such Over Advance on such date. Notwithstanding the foregoingVPP Net Revenue otherwise subject to application under this Section 2.5(c) for any fiscal year exceeds $2,500,000 (provided that for any fiscal year in which no VPP Net Revenues are applied, the Borrower shall not be required to make a prepayment pursuant to this Section 2.5(b) so long as (i) the aggregate amount of Over Advances on such date does not exceed $3,000,000, (ii) no Default or Event of Default has occurred and is continuing, (iii) an amount equal to (A) 110% of the aggregate principal amount of Loans (excluding any Additional Loans) outstanding on revenue for such date minus (B) the Borrowing Base is deposited by the Borrower on such date in an interest-bearing segregated account subject to the sole dominion and control of the Administrative Agent (the “Over Advance Account”), and (iv) upon the earlier of (A) the next date on which the Borrower is required to deliver to the Administrative Agent a Borrowing Base Certificate pursuant to Section 6.2 and (B) the occurrence of a Default or an Event of Default, the Borrower either (i) directs the Administrative Agent to apply the proceeds in the Over Advance Account equal to the then applicable Over Advances to the prepayment of the Loans (with the remaining balance to be paid to the Borrower in such account designated by the Borrower) or (ii) only to the extent no Over Advance exists on such date, directs the Administrative Agent to (and the Administrative Agent thereafter shall promptly, but in any event within two (2) Business Days of receiving such direction) deposit all amounts in the Over Advance Account to such account designated by the Borrower in writing at such time. (c) If any Indebtedness shall be incurred by any Group Member (excluding any Indebtedness incurred in accordance with Section 7.2), an amount equal to 100% of the Net Cash Proceeds thereof fiscal year shall be applied on to the date of such incurrence toward VPP Net Revenue for the prepayment of the Loans as set forth in Section 2.5(dnext fiscal year). (d) Amounts With respect to any amounts subject to Section 2.5(a), (b) or (c), the Borrower shall: (i) first, apply (or offer to apply), to the extent required by the provisions set forth in the First Lien Credit Agreement (as in effect on the Closing Date hereof) such amount to prepay obligations thereunder; (ii) second, apply such portion of such amount to the repayment of the Loans under the First Lien Credit Agreement as shall be necessary to cause the percentage obtained by dividing (A) the aggregate outstanding principal amount of all First Lien Loans, after giving effect to any prepayments or repayments occurring on such date plus the principal amount of contingent and non-contingent obligations in respect of letters of credit or other forms of credit provided under the First Lien Loan Agreement, by (B) the sum of the amount in clause (A) plus the aggregate amount of credit with respect to First Lien Loans then available under the First Lien Credit Agreement, to be no greater than 75%; and (iii) third, to the extent otherwise permitted by the provisions of Section 8.9 of the First Lien Credit Agreement (as in effect on the Closing Date) prepay (subject to Section 2.10(e)) the Loans in an amount equal to such amount, provided, that until such time as all Senior Notes have been defeased or prepaid, redeemed or repurchased in full, the Net Cash Proceeds resulting from the Permitted Initial MLP Asset Transfer may be applied to the prepayment, redemption, repurchase or defeasance of Senior Notes. (e) The Borrower shall deliver to the Administrative Agent with respect to each required prepayment under this Section the certificate and notice required by Section 2.10(f). (f) All mandatory prepayments provided for in connection this Section 2.5 shall be made together with prepayments made interest accrued on the principal amount prepaid and any amount required by Section 3.4, but without any Premium. Any amount required to be prepaid pursuant to this Section 2.5 shall be applied to prepay the prepayment of the Loans in accordance with Section 2.9. Each prepayment of the Loans under Section 2.5 shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid and the prepayment premium pursuant to Section 2.6Loans.

Mandatory Prepayments. (a) If on any date any Group Member The Borrower 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 on such date toward make the prepayment of the Loans as set forth in Section 2.5(d); provided, that, notwithstanding the foregoing, following mandatory prepayments: (i) If at any time prior to the aggregate Net Cash Proceeds of Asset Sales and Recovery Events that may Maturity Date the Debt to Equity Ratio exceeds the Maximum Debt to Equity Ratio, then the Borrower shall have seven Business Days either (x) to obtain an Equity Contribution in an amount sufficient to cause the Debt to Equity Ratio to be excluded from equal to or less than the foregoing requirement pursuant Maximum Debt to a Reinvestment Notice shall not exceed $250,000 and Equity Ratio or (y) to prepay Loans in accordance with Section 2.09(b) in an amount required to cause the Debt to Equity Ratio to be equal to or less than the Maximum Debt to Equity Ratio. (ii) on each Reinvestment Prepayment Date, an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied toward the prepayment of the Loans as set forth in Section 2.5(d). (b) If on any date of determination the aggregate principal amount of Loans (excluding any Additional Loans) outstanding exceeds the Borrowing Base (such excess amount being referred to herein as, an “Over Advance”), the Borrower shall prepay the Loans in an aggregate amount equal to such Over Advance on such date. Notwithstanding the foregoing, the Borrower shall not be required to make a prepayment pursuant to this Section 2.5(b) so long as (i) the aggregate amount of Over Advances on such date does not exceed $3,000,000, (ii) no Default or Event of Default has occurred and is continuing, (iii) an amount equal to (A) 110% of the aggregate principal amount of Loans (excluding any Additional Loans) outstanding on such date minus (B) the Borrowing Base is deposited by the Borrower on such date in an interest-bearing segregated account subject to the sole dominion and control of the Administrative Agent (the “Over Advance Account”), and (iv) upon the earlier of (A) the next date on which the Borrower is required to deliver to the Administrative Agent a Borrowing Base Certificate prepay Loans pursuant to Section 6.2 and (B) the occurrence 5.20 in connection with its receipt of a Default or an Event of Defaultany Loss Proceeds, then the Borrower either (i) directs the Administrative Agent to shall apply the proceeds in the Over Advance Account equal to the then applicable Over Advances such amount to the prepayment of the Loans (with the remaining balance to be paid to the Borrower in such account designated by the Borrower) or (ii) only to the extent no Over Advance exists on such date, directs the Administrative Agent to (and the Administrative Agent thereafter shall promptly, but in any event within two (2) Business Days of receiving such direction) deposit all amounts in the Over Advance Account to such account designated by the Borrower in writing at such time. (c) If any Indebtedness shall be incurred by any Group Member (excluding any Indebtedness incurred in accordance with Section 7.22.09(b). (iii) In the event of any termination of all the Revolving Commitments, an amount equal to 100% of the Net Cash Proceeds thereof shall be applied Borrower shall, on the date of such incurrence toward the prepayment termination, repay or prepay all its outstanding Revolving Loans and terminate all its outstanding Letters of the Loans as set forth in Section 2.5(d). (d) Amounts to be applied in connection with prepayments made pursuant to Section 2.5 shall be applied to the prepayment Credit or cash collateralize such Letters of the Loans Credit in accordance with Section 2.92.04(j). Each prepayment If as a result of any partial reduction of the Loans under Section 2.5 shall be accompanied by accrued interest to Revolving Commitments, the aggregate Revolving Facility Exposure would exceed the aggregate Revolving Commitments of all Revolving Lenders after giving effect thereto, then the Borrower shall, on the date of such prepayment reduction, repay or prepay Revolving Loans and/or cash collateralize Letters of Credit in an amount sufficient to eliminate such excess. (iv) In the event of any termination of all the Construction Commitments, the Borrower shall, on the date of such termination, repay or prepay all its outstanding Construction Loans. If as a result of any partial reduction of the Construction Commitments, the aggregate amount prepaid of all Construction Loans outstanding would exceed the aggregate Construction Commitments of all Construction Lenders after giving effect thereto, then the Borrower shall, on the date of such reduction, repay or prepay Construction Loans in an amount sufficient to eliminate such excess. (v) The Borrower shall, on the date of receipt of any proceeds of any Permitted Refinancing, repay the Loans with all of such proceeds (net of the portion of such proceeds used to pay fees and other transaction costs), and if all the prepayment premium pursuant to Section 2.6Loans have been repaid, cash collateralize outstanding Letter of Credit Obligations, if any, with such net proceeds.

Mandatory Prepayments. (a) If on any date any Group Member 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 on such date toward the prepayment of the Loans as set forth in Section 2.5(d); provided, that, notwithstanding the foregoing, (i) If, after giving effect to any termination or reduction of the aggregate Net Cash Proceeds of Asset Sales and Recovery Events that may be excluded from the foregoing requirement Aggregate Maximum Credit Amounts pursuant to a Reinvestment Notice Section 2.06(b), the total Revolving Credit Exposures exceeds the total Commitments, then the Borrower shall not exceed $250,000 (A) prepay the Borrowings on the date of such termination or reduction in an aggregate principal amount equal to such excess, and (iiB) if any excess remains after prepaying all of the Borrowings as a result of an LC Exposure, pay to the Administrative Agent on each Reinvestment Prepayment Date, behalf of the Lenders an amount equal to the Reinvestment Prepayment Amount with respect such excess to the relevant Reinvestment Event shall be applied toward the prepayment of the Loans held as set forth cash collateral as provided in Section 2.5(d2.08(j). (bii) If on If, upon any date redetermination of determination or adjustment to the amount of the Borrowing Base in accordance with Section 2.07 or pursuant to Section 8.13(c), a Borrowing Base Deficiency exists, then the Borrower shall either prepay the Borrowings in an aggregate principal amount equal to such Borrowing Base Deficiency, or provide additional Mortgaged Property to secure Indebtedness having a fair market value equal to or greater than the amount of Loans such Borrowing Base Deficiency (excluding or the remaining balance of such Borrowing Base Deficiency after any Additional Loansprepayments), and if any Borrowing Base Deficiency remains after prepaying all of the Borrowings or providing additional Mortgaged Property as a result of any LC Exposure, the Borrower shall pay to the Administrative Agent on behalf of the Lenders an amount equal to such Borrowing Base Deficiency to be held as cash collateral as provided in Section 2.08(j). The Borrower shall be obligated to make any such principal prepayment or deposit of cash collateral in an amount equal to such Borrowing Base Deficiency within 90 days following its receipt of the New Borrowing Base Notice in accordance with Section 2.07(d) outstanding exceeds or the date the adjustment occurs, and/or to provide additional Mortgaged Property within 90 days following its receipt of such New Borrowing Base Notice or the date such adjustment occurs; provided that all payments and/or deposits required to be made pursuant to this Section 3.04(c)(ii) must be made on or prior to the Termination Date. (iii) If, upon any adjustments to the Borrowing Base pursuant to Section 9.12, a Borrowing Base Borrowing Base Deficiency exists, then the Borrower shall (A) prepay the Borrowings in an aggregate principal amount equal to such excess Borrowing Base Deficiency, and (B) if any Borrowing Base Deficiency remains after prepaying all of the Borrowings as a result of an LC Exposure, pay to the Administrative Agent on behalf of the Lenders an amount being referred equal to herein assuch Borrowing Base Deficiency to be held as cash collateral as provided in Section 2.08(j). The Borrower shall be obligated to make such prepayment and/or deposit of cash collateral on the date it or any Subsidiary receives cash proceeds as a result of such disposition; provided that all payments required to be made pursuant to this Section 3.04(c)(iii) must be made on or prior to the Termination Date. (iv) If any Swap Agreement is closed out and the Swap Termination Value determined in accordance therewith is paid to the Borrower or any Subsidiary, an “Over Advance”), then (A) the Borrower shall prepay the Loans Borrowings in an aggregate principal amount equal to such Over Advance on Swap Termination Value, and (B) if any excess remains after prepaying all such date. Notwithstanding the foregoingBorrowings, the Borrower shall not then pay to the Administrative Agent on behalf of all of the Lenders an amount equal to such excess to be required held as cash collateral as provided in Section 2.08(j). The Borrower shall be obligated to make a such prepayment and/or deposit of cash collateral on the date it or any Subsidiary receives the cash payment of the Swap Termination Value for the closed out Swap Agreement. (v) Each prepayment of Borrowings pursuant to this Section 2.5(b3.04(c) so long as (i) the aggregate amount of Over Advances on such date does not exceed $3,000,000shall be applied, (ii) no Default or Event of Default has occurred and is continuingfirst, (iii) an amount equal ratably to (A) 110% of the aggregate principal amount of Loans (excluding any Additional Loans) outstanding on such date minus (B) the Borrowing Base is deposited by the Borrower on such date in an interest-bearing segregated account subject ABR Borrowings then outstanding, and, second, to the sole dominion and control of the Administrative Agent (the “Over Advance Account”)any Eurodollar Borrowings then outstanding, and (iv) upon if more than one Eurodollar Borrowing is then outstanding, to each such Eurodollar Borrowing in order of priority beginning with the earlier Eurodollar Borrowing with the least number of (A) the next date on which the Borrower is required to deliver to the Administrative Agent a Borrowing Base Certificate pursuant to Section 6.2 and (B) the occurrence of a Default or an Event of Default, the Borrower either (i) directs the Administrative Agent to apply the proceeds days remaining in the Over Advance Account equal to the then Interest Period applicable Over Advances to the prepayment of the Loans (thereto and ending with the Eurodollar Borrowing with the most number of days remaining balance to be paid to the Borrower in such account designated by the Borrower) or (ii) only to the extent no Over Advance exists on such date, directs the Administrative Agent to (and the Administrative Agent thereafter shall promptly, but in any event within two (2) Business Days of receiving such direction) deposit all amounts in the Over Advance Account to such account designated by the Borrower in writing at such timeInterest Period applicable thereto. (cvi) If any Indebtedness shall be incurred by any Group Member (excluding any Indebtedness incurred in accordance with Each prepayment of Borrowings pursuant to this Section 7.2), an amount equal to 100% of the Net Cash Proceeds thereof 3.04(c) shall be applied on the date of such incurrence toward the prepayment of ratably to the Loans as set forth included in Section 2.5(d). (d) Amounts to be applied in connection with prepayments made the prepaid Borrowings. Prepayments pursuant to this Section 2.5 shall be applied to the prepayment of the Loans in accordance with Section 2.9. Each prepayment of the Loans under Section 2.5 3.04(c) shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid and the prepayment premium pursuant to extent required by Section 2.63.02.

Mandatory Prepayments. (a) If on any On such date that is 180 days after the date any Group Member shall receive Net Cash Restricted Person has Excess Sale Proceeds, to the extent such Excess Sale Proceeds from any Asset Sale or Recovery Event thenhave not been applied in accordance with clause (iii)(x) of Section 7.5(d), unless the Borrower will (i) first, prepay a Reinvestment Notice shall be delivered in respect thereof, such Net Cash Proceeds shall be applied on such date toward the prepayment principal amount of the outstanding Term Loans as equal to the Excess Sale Proceeds and (ii) next, to the extent such Excess Sale Proceeds exceed the principal amount of the Term Loans, permanently reduce the Maximum Revolver Facility Amount in the amount of such remaining Excess Sale Proceeds, and if the outstanding principal amount of the Revolver Facility Usage exceeds the resulting Maximum Revolver Facility Amount, repay the Revolver Loans (or provide LC Collateral in the circumstances set forth in Section 2.5(d); provided, that, notwithstanding the foregoing, (i2.11) 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 not exceed $250,000 and (ii) on each Reinvestment Prepayment Date, an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied toward the prepayment extent of the Loans as set forth in Section 2.5(d)such excess. (b) If on at any date of determination the aggregate time any Restricted Person shall incur any Senior Indebtedness, Borrower will (i) first, prepay a principal amount of the outstanding Term Loans (excluding any Additional Loans) outstanding exceeds the Borrowing Base (such excess amount being referred to herein as, an “Over Advance”), the Borrower shall prepay the Loans in an aggregate amount equal to the net cash proceeds (net of underwriters' or purchasers' discounts and commissions, legal, accountancy, registration, or printing fees and expenses and other fees and expenses incurred in connection with such Over Advance on offering to be paid or reimbursed by the issuer and net of any taxes, if any, paid or payable as a result thereof) of such date. Notwithstanding the foregoing, the Borrower shall not be required to make a prepayment pursuant to this Section 2.5(b) so long as (i) the aggregate amount of Over Advances on such date does not exceed $3,000,000, Senior Indebtedness and (ii) no Default or Event of Default has occurred and is continuingnext, (iii) an amount equal to (A) 110% of the aggregate extent such net cash proceeds exceed the principal amount of the Term Loans, permanently reduce the Maximum Revolver Facility Amount in the amount of such remaining net cash proceeds, and if the outstanding principal amount of the Revolver Usage exceeds the resulting Maximum Revolver Facility Amount, repay the Revolver Loans (excluding any Additional Loans) outstanding on such date minus (B) the Borrowing Base is deposited by the Borrower on such date in an interest-bearing segregated account subject to the sole dominion and control of the Administrative Agent (the “Over Advance Account”), and (iv) upon the earlier of (A) the next date on which the Borrower is required to deliver to the Administrative Agent a Borrowing Base Certificate pursuant to Section 6.2 and (B) the occurrence of a Default or an Event of Default, the Borrower either (i) directs the Administrative Agent to apply the proceeds provide LC Collateral in the Over Advance Account equal to the then applicable Over Advances to the prepayment of the Loans (with the remaining balance to be paid to the Borrower circumstances set forth in such account designated by the BorrowerSection 2.11) or (ii) only to the extent no Over Advance exists on of such date, directs the Administrative Agent to (and the Administrative Agent thereafter shall promptly, but in any event within two (2) Business Days of receiving such direction) deposit all amounts in the Over Advance Account to such account designated by the Borrower in writing at such timeexcess. (c) If any Indebtedness shall be incurred by any Group Member (excluding any Indebtedness incurred in accordance with Section 7.2), an amount equal to 100% of the Net Cash Proceeds thereof shall be applied on the date of such incurrence toward the Each partial prepayment of the Term Loans as set forth in under this Section 2.5(d). (d) Amounts to be applied in connection with prepayments made pursuant to Section 2.5 2.6 shall be applied to the prepayment regular installments of principal due under the Loans Term Notes in accordance with Section 2.9. Each prepayment the inverse order of the Loans under Section 2.5 shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid and the prepayment premium pursuant to Section 2.6their maturities.

Mandatory Prepayments. (a) If on at any date any Group Member 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 on such date toward time the prepayment sum of the Loans as set forth in Section 2.5(d); provided, that, notwithstanding the foregoing, (iA) the aggregate Net Cash Proceeds principal amount of Asset Sales and Recovery Events that may be excluded from all Revolving Loans outstanding, (B) the foregoing requirement pursuant to a Reinvestment Notice shall not exceed $250,000 aggregate Letter of Credit Amount of all Letters of Credit outstanding and (iiC) on each Reinvestment Prepayment Datethe aggregate amount of unreimbursed drawings under all Letters of Credit exceeds the Aggregate Revolving Loan Commitment, then the Borrower shall, within two Business Days after any Responsible Officer shall have knowledge of such overadvance, without notice or request by the Agent, prepay the Revolving Loans and/or, if one or more Letters of Credit are outstanding, pledge cash collateral to the Agent to secure reimbursement of amounts available to be drawn thereunder, in an aggregate amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied toward the prepayment of the Loans as set forth in Section 2.5(d)such excess. (b) If on Within two Business Days after receipt by the Borrower or any date of determination the aggregate principal amount its Subsidiaries of Loans (excluding any Additional Loans) outstanding exceeds the Borrowing Base (such excess amount being referred Net Proceeds with respect to herein as, an “Over Advance”)Asset Disposition, the Borrower shall prepay the Loans (and such prepayment shall be applied as specified in Section 2.5(d)) in an aggregate amount equal to 100% of such Over Advance on such date. Notwithstanding the foregoingNet Proceeds; provided that, the Borrower shall not be required to make a prepayment pursuant to this Section 2.5(b) so long as (i) the aggregate amount of Over Advances on such date does not exceed $3,000,000, (ii) no Default or Event of Default has occurred and is continuing, (iii) no prepayment shall be required with respect to an amount equal Asset Disposition to (A) 110% the extent that, within 90 days following such disposition, such Net Proceeds are used to invest in assets of the aggregate principal amount same or similar type and use as those disposed of Loans and provided that the Agent shall have a first-priority Lien thereon (excluding any Additional Loans) outstanding on such date minus (B) the Borrowing Base is deposited by the Borrower on such date in an interest-bearing segregated account subject to the sole dominion and control of the Administrative Agent (the “Over Advance Account”Section 6.3), and (iv) upon the earlier of (A) the next date on which the Borrower is required to deliver . On or prior to the Administrative Agent a Borrowing Base Certificate pursuant to Section 6.2 and (B) the occurrence date of a Default or an Event of Defaultany Asset Disposition, the Borrower either (i) directs agrees to provide the Administrative Agent to apply the proceeds in the Over Advance Account equal to the then applicable Over Advances to the prepayment of the Loans (with the remaining balance to be paid to the Borrower in such account designated by the Borrower) or (ii) only to the extent no Over Advance exists on such date, directs the Administrative Agent to (and the Administrative Agent thereafter shall promptly, but in any event within two (2) Business Days of receiving such direction) deposit all amounts in the Over Advance Account to such account designated calculations used by the Borrower in writing at determining the amount of any such timeprepayment under this Section 2.5(b). (c) If the Borrower or any Indebtedness Subsidiary receives insurance proceeds or condemnation proceeds aggregating more than $200,000 (or in any amount after the occurrence and during the continuance of an Event of Default) at any time after the Closing Date with respect to any Property which are not fully applied (or contractually committed pursuant to contract(s), which contracts must be reasonably approved by the Agent if such proceeds equal or exceed $500,000) toward the repair or replacement of such damaged or condemned Property by the earlier of (i) 90 days after the receipt thereof and (ii) the occurrence of a Default, the Borrower shall prepay the Loans (and such prepayment shall be incurred by any Group Member (excluding any Indebtedness incurred applied as specified in accordance with Section 7.22.5(d), ) in an amount equal to 100% of the Net Cash Proceeds thereof shall be applied on the date amount of such incurrence toward proceeds not so applied. The Borrower shall give the prepayment Agent prompt written notice of all insurance and condemnation proceeds received by it or any Subsidiary on or after the Loans as set forth Closing Date in Section 2.5(d)excess of $200,000 per occurrence. (d) Amounts to be applied in connection with prepayments made Each prepayment of the Loans pursuant to Section 2.5 2.5(b)-(c) shall be applied to the prepayment outstanding principal balance of the Loans Term Loans. Each prepayment shall be accompanied by payment in accordance full of all accrued interest thereon to and including the date of such prepayment, together with any additional amounts owing pursuant to Section 2.92.15. Each prepayment of the Term Loans under pursuant to this Section 2.5 2.5(d) shall be accompanied by accrued interest applied to the date outstanding principal balance thereof in inverse order of maturity, and no such prepayment on the amount prepaid and the prepayment premium pursuant to Section 2.6amounts shall be available for reborrowing.

Mandatory Prepayments. (a) If on any date any Group Member shall receive The Borrower shall, if and to the extent required pursuant to the Chase Credit Facility, apply 100% of the Net Cash Proceeds from of any Asset Sale or Recovery Event thenpromptly upon its receipt thereof (or, unless a Reinvestment Notice shall be delivered if applicable, promptly upon any amounts being deemed to constitute Net Proceeds as provided in respect thereof, the definition of such Net Cash Proceeds shall be applied on such date toward the prepayment of the Loans as set forth in Section 2.5(d); provided, that, notwithstanding the foregoing, term) to (i) prepay the aggregate Net Cash Proceeds of Asset Sales and Recovery Events that may be excluded from term loans outstanding under the foregoing requirement pursuant to a Reinvestment Notice shall not exceed $250,000 and Chase Credit Facility and/or (ii) on each Reinvestment Prepayment Date, an amount equal prepay revolving credit loans outstanding under the Chase Credit Facility provided that the commitment of the lenders thereunder to lend revolving credit loans shall be permanently reduced to the Reinvestment Prepayment Amount extent of such prepayment. To the extent not used in accordance with respect to the relevant Reinvestment Event preceding sentence, the Borrower shall, or shall be applied toward cause its Subsidiaries to, prepay Borrowings with such Net Proceeds not later than the prepayment date which is one Business Day after the date of the Loans as set forth in Section 2.5(d)receipt thereof. (b) If on The Borrower shall apply 100% of the Net Proceeds of any Equity Issuance promptly upon its receipt thereof (or, if applicable, promptly upon any amounts being deemed to constitute Net Proceeds as provided in the definition of such term) to prepay Borrowings with such Net Proceeds not later than the date which is one Business Day after the date of determination receipt thereof. (c) Anything in Section 2.1 1(a) or (b) to the aggregate principal amount of Loans (excluding any Additional Loans) outstanding exceeds the Borrowing Base (such excess amount being referred to herein as, an “Over Advance”), the Borrower shall prepay the Loans in an aggregate amount equal to such Over Advance on such date. Notwithstanding the foregoingcontrary notwithstanding, the Borrower shall not be required to make a any prepayment pursuant to this Section 2.5(b) so long as (i) such Sections to the aggregate amount of Over Advances on such date does not exceed $3,000,000extent that, (ii) no Default or Event of Default has occurred and is continuingafter giving effect thereto, (iii) an amount equal to (A) 110% of the aggregate principal amount of the then outstanding Loans (excluding would be less than $75,000,000 but greater than $0, provided, however, that if at any Additional Loans) outstanding time the aggregate amount of prepayments pursuant to such Sections that shall have been prevented from being made pursuant to the operation of the foregoing provisions of this paragraph shall equal or exceed $75,000,000 then such prepayments shall be required to be made at such time and, provided, further, that, until applied in accordance with the foregoing proviso, all Net Proceeds otherwise required to prepay the Loans and not applied to effect a prepayment pursuant to the operation of this paragraph shall be held in a cash collateral account established by the Administrative Agent the amounts on such date minus (B) the Borrowing Base is deposited deposit in which shall be invested in Permitted Investments designated by the Borrower on (or, in the absence of such date designation, as selected by the Administrative Agent in an interest-bearing segregated account its sole discretion) subject to the sole dominion and control right of the Required Lenders at any time to require that the amounts on deposit in such cash collateral account be applied to make the prepayments otherwise prevented by this paragraph. (d) The Borrower shall deliver to the Administrative Agent (i) at the “Over Advance Account”)time of each prepayment required under this Section 2.11, a certificate signed by a Financial Of fleer of the Borrower setting forth in reasonable detail the calculation of the amount of such prepayment and (ivii) upon not later than the earlier later of (A) the next date on which a Responsible Officer of the Borrower is required to deliver to the Administrative Agent a Borrowing Base Certificate pursuant to Section 6.2 becomes aware that such prepayment will be made and (B) the occurrence of a Default or an Event of Default, the Borrower either (i) directs the Administrative Agent to apply the proceeds in the Over Advance Account equal to the then applicable Over Advances to the prepayment of the Loans (with the remaining balance to be paid to the Borrower in such account designated by the Borrower) or (ii) only to the extent no Over Advance exists on such date, directs the Administrative Agent to (and the Administrative Agent thereafter shall promptly, but in any event within two (2) date that is three Business Days of receiving such direction) deposit all amounts in the Over Advance Account prior to such account designated by the Borrower in writing at such time. (c) If any Indebtedness shall be incurred by any Group Member (excluding any Indebtedness incurred in accordance with Section 7.2), an amount equal to 100% of the Net Cash Proceeds thereof shall be applied on the date of such incurrence toward prepayment, a notice of such prepayment. Such certificate shall also describe in reasonable detail the facts and circumstances giving rise to the applicable prepayment event and a reasonably detailed calculation of the Loans as set forth in Section 2.5(d)Net Proceeds therefrom. (de) Amounts to All prepayments under this Section 2.11 shall be applied in connection with prepayments made pursuant subject to Section 2.5 shall be applied to the prepayment of the Loans in accordance with 2.14 but otherwise without premium or penalty. All prepayments under this Section 2.9. Each prepayment of the Loans under Section 2.5 2.11 shall be accompanied by accrued interest on the principal amount being prepaid to but excluding the date of such prepayment on the amount prepaid and the prepayment premium pursuant to Section 2.6payment.

Mandatory Prepayments. (a) If 2.9.1 In the event and on each occasion that any date Net Proceeds are received by or on behalf of the Borrower or any Group Member shall receive Net Cash Proceeds from any Asset Sale or Recovery Event then, unless a Reinvestment Notice shall be delivered Subsidiary in respect thereofof any Prepayment Event, the Borrower shall, not later than the date that is fifteen days after such Net Cash Proceeds shall be applied are received by or on such date toward the prepayment behalf of the Loans as Borrower or, subject to the limitations set forth in Section 2.5(d); providedthe proviso to this sentence, thatany Subsidiary, 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 not exceed $250,000 and (ii) on each Reinvestment Prepayment Date, an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied toward the prepayment of the Loans as set forth in Section 2.5(d). (b) If on any date of determination the aggregate principal amount of Loans (excluding any Additional Loans) outstanding exceeds the Borrowing Base (such excess amount being referred to herein as, an “Over Advance”), the Borrower shall prepay the LIBOR Loans in an aggregate principal amount equal to 100% of the amount of such Over Advance on such date. Notwithstanding the foregoing, Net Proceeds; provided that the Borrower shall not be required to make a prepayment pursuant to this Section 2.5(b2.9.1 in respect of any Prepayment Event described in clause (a) so long as or (c) of the definition of the term “Prepayment Event” resulting from an Asset Sale solely involving property of a Subsidiary or from the incurrence of Indebtedness of a Subsidiary, respectively, only to the extent that (i) the aggregate amount applicable Subsidiary is permitted under the terms of Over Advances on the Opco Credit Agreement, any Existing Term Loan Refinancing Documents or any other Indebtedness of any Subsidiary to distribute the Net Proceeds from such date does not exceed $3,000,000Asset Sale or incurrence of Indebtedness, directly or indirectly, to the Borrower after giving effect to the prepayment, mandatory offer or reinvestment requirements and terms, if any, set forth in the applicable Indebtedness documentation and (ii) no Default the applicable Subsidiary is permitted to distribute the Net Proceeds, directly or Event of Default has occurred and is continuingindirectly, (iii) an amount equal to (A) 110% the Borrower without violating any applicable Law or provisions of the aggregate Organizational Documents of such Subsidiary that are in effect on the Effective Date or come into effect after the Effective Date so long as any such limit on distributions to the Borrower were not put in place in contemplation of the requirements in this Section 2.9.1 (or, in the case of any Person that becomes a Subsidiary after the Effective Date, that are in effect on the date such Person becomes a Subsidiary so long as any such limit on distributions to the Borrower was not put in place in contemplation of the requirements in this Section 2.9.1); provided further that, once the restrictions set forth in the immediately preceding proviso with respect to such Subsidiary no longer apply, such Subsidiary shall promptly distribute the Net Proceeds from the applicable Prepayment Event (or the portion thereof that was not permitted to be distributed to the Borrower as a result of such restrictions, requirements or terms) to the Borrower and the Borrower shall promptly, and in no event less than 5 Business Days after the receipt thereof, make a prepayment pursuant to this Section 2.9.1 with such Net Proceeds (or portion thereof). 2.9.2 Prior to any mandatory prepayment of LIBOR Loans under Section 2.9.1, the Borrower shall select the Borrowing or Borrowings to be prepaid and shall specify such selection in the notice of such prepayment delivered pursuant to Section 2.9.3. 2.9.3 The Borrower shall notify the Lenders by telephone (confirmed by hand delivery or facsimile) of any mandatory prepayment hereunder not later than 11:00 a.m., three Business Days before the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date, the principal amount of Loans (excluding any Additional Loans) outstanding on such date minus (B) the each Borrowing Base is deposited by the Borrower on such date in an interest-bearing segregated account subject or portion thereof to the sole dominion be prepaid and control a reasonably detailed calculation of the Administrative Agent (the “Over Advance Account”), and (iv) upon the earlier of (A) the next date on which the Borrower is required to deliver to the Administrative Agent a Borrowing Base Certificate pursuant to Section 6.2 and (B) the occurrence of a Default or an Event of Default, the Borrower either (i) directs the Administrative Agent to apply the proceeds in the Over Advance Account equal to the then applicable Over Advances to the prepayment of the Loans (with the remaining balance to be paid to the Borrower in such account designated by the Borrower) or (ii) only to the extent no Over Advance exists on such date, directs the Administrative Agent to (and the Administrative Agent thereafter shall promptly, but in any event within two (2) Business Days of receiving such direction) deposit all amounts in the Over Advance Account to such account designated by the Borrower in writing at such time. (c) If any Indebtedness shall be incurred by any Group Member (excluding any Indebtedness incurred in accordance with Section 7.2), an amount equal to 100% of the Net Cash Proceeds thereof shall be applied on the date of such incurrence toward the prepayment of the Loans as set forth in Section 2.5(d). (d) Amounts to be applied in connection with prepayments made pursuant to Section 2.5 shall be applied to the prepayment of the Loans in accordance with Section 2.9prepayment. Each prepayment of the Loans under Section 2.5 Prepayments shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid and portion of the prepayment premium pursuant to Section 2.6LIBOR Loans so prepaid.

Mandatory Prepayments. (a) If on any date any Group Member 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 on such date toward the prepayment of the Loans Except as set forth in Section 2.5(d--------------------- 4.03(b); provided, thata prepayment of Advances shall be required, notwithstanding the foregoing, (i) the aggregate Net Cash Proceeds without notice or demand of Asset Sales and Recovery Events that may be excluded from the foregoing requirement pursuant to a Reinvestment Notice shall not exceed $250,000 and (ii) on each Reinvestment Prepayment Date, an amount equal any kind to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied toward the prepayment of the Loans Borrower, as set forth in Section 2.5(d).follows: (ba) If if on any date of determination the aggregate principal amount of Loans Advances outstanding (excluding any Additional Loansafter giving effect to all other repayments thereof on such date) outstanding exceeds the lesser of (x) the Commitment or (y) the Borrowing Base (such excess amount being referred to herein asBase, an “Over Advance”)as then in effect, the Borrower shall immediately prepay the principal of Advances in an aggregate amount equal to such excess; (b) if on any date the aggregate principal amount outstanding of Advances secured by Mortgage-backed Securities exceeds 0% of the Commitment, the Borrower shall immediately prepay the principal of Advances secured by Mortgage-backed Securities in an aggregate amount equal to such excess; (c) if on any date the aggregate principal amount outstanding of Wet Advances exceeds 30% of the Commitment, the Borrower shall immediately prepay the principal of Wet Advances in an aggregate amount equal to such excess; (d) if on any date the aggregate principal amount outstanding of Advances secured by Jumbo Loans exceeds 75% of the Commitment, the Borrower shall immediately prepay the principal of Advances secured by Jumbo Loans in an aggregate amount equal to such Over excess; (e) if (i) 60 calendar days shall have elapsed from the date of first issuance of a Mortgage-backed Security in respect of which an Advance on has been made hereunder, and (ii) such date. Notwithstanding Mortgage-backed Security has not been sold by the foregoingBorrower and paid for by an Investor and (iii) the Advances secured by such Mortgage-backed Security have not been prepaid pursuant to any other clause of this Section 4.02, the Borrower shall not be required to make a prepayment pursuant to this Section 2.5(b) so long as (i) immediately prepay the principal of Advances in an aggregate amount of Over Advances on such date does not exceed $3,000,000, (ii) no Default or Event of Default has occurred and is continuing, (iii) an amount equal to the Collateral Value of such Mortgage-backed Security; (Af) 110% of if the aggregate principal amount of Loans (excluding any Additional Loans) outstanding on such date minus (B) the Borrowing Base is deposited by Agent shall have notified the Borrower on such date in or the Borrower otherwise becomes aware that any Mortgage Loan or Mortgage-backed Security originally included as an interest-bearing segregated account subject Eligible Mortgage Loan or an Eligible Nonconforming Mortgage Loan no longer constitutes an Eligible Mortgage Loan or an Eligible Nonconforming Mortgage Loan pursuant to the sole dominion terms and control of the Administrative Agent (the “Over Advance Account”), standards set forth herein and (iv) upon the earlier of (A) the next date on which the Borrower is required to deliver to the Administrative Agent a Borrowing Base Certificate pursuant to Section 6.2 and (B) the occurrence of a Default or an Event of Default, the Borrower either (i) directs the Administrative Agent to apply the proceeds in the Over Advance Account equal to the then applicable Over Advances to the prepayment of the Loans (with the remaining balance to be paid to the Borrower in such account designated by the Borrower) or (ii) only to the extent no Over Advance exists on such date, directs the Administrative Agent to (and the Administrative Agent thereafter shall promptly, but in any event within two (2) Business Days of receiving such direction) deposit all amounts in the Over Advance Account to such account designated by the Borrower in writing at such time. (c) If any Indebtedness shall be incurred by any Group Member (excluding any Indebtedness incurred in accordance with Section 7.2), an amount equal to 100% of the Net Cash Proceeds thereof shall be applied on the date of such incurrence toward the prepayment of the Loans as set forth in Section 2.5(d). (d) Amounts to be applied in connection with prepayments made pursuant to Section 2.5 shall be applied to the prepayment of the Loans in accordance with Section 2.9. Each prepayment of the Loans under Section 2.5 shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid and the prepayment premium pursuant to Section 2.6.Warehouse Security

Mandatory Prepayments. (a) If on any date any Group Member 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 on such date toward the prepayment of the Loans as set forth in Section 2.5(d); provided, that, notwithstanding the foregoing, (i) No later than the second Business Day following the receipt of Net Proceeds in respect of Extraordinary Receipts in excess of $500,000 in the aggregate Net Cash Proceeds for all such Extraordinary Receipts during the term of Asset Sales and Recovery Events that may be excluded from the foregoing requirement pursuant to a Reinvestment Notice shall not exceed $250,000 and (ii) on each Reinvestment Prepayment Date, an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied toward the prepayment of the Loans as set forth in Section 2.5(d). (b) If on any date of determination the aggregate principal amount of Loans (excluding any Additional Loans) outstanding exceeds the Borrowing Base (such excess amount being referred to herein as, an “Over Advance”)this Agreement, the Borrower Borrowers shall prepay the Loans in an aggregate amount equal to such Over Advance on such date. Notwithstanding the foregoing, the Borrower shall not be required to make a prepayment pursuant to this Section 2.5(b) so long as (i) the aggregate amount of Over Advances on such date does not exceed $3,000,000, (ii) no Default or Event of Default has occurred and is continuing, (iii) an amount equal to (A) 110% of the aggregate principal amount of Loans (excluding any Additional Loans) outstanding on such date minus (B) the Borrowing Base is deposited by the Borrower on such date in an interest-bearing segregated account subject to the sole dominion and control of the Administrative Agent (the “Over Advance Account”), and (iv) upon the earlier of (A) the next date on which the Borrower is required to deliver to the Administrative Agent a Borrowing Base Certificate pursuant to Section 6.2 and (B) the occurrence of a Default or an Event of Default, the Borrower either (i) directs the Administrative Agent to apply the proceeds in the Over Advance Account equal to the then applicable Over Advances to the prepayment of the Loans (with the remaining balance to be paid to the Borrower in such account designated by the Borrower) or (ii) only to the extent no Over Advance exists on such date, directs the Administrative Agent to (and the Administrative Agent thereafter shall promptly, but in any event within two (2) Business Days of receiving such direction) deposit all amounts in the Over Advance Account to such account designated by the Borrower in writing at such time. (c) If any Indebtedness shall be incurred by any Group Member (excluding any Indebtedness incurred in accordance with Section 7.2), an amount equal to 100% of the Net Cash Proceeds thereof received with respect thereto to prepay outstanding Term Loans; provided that no such prepayment shall be applied on required under this clause (i) if the date of such incurrence toward Net Proceeds received are applied, reinvested or otherwise used pursuant to and as contemplated by the prepayment of the Loans as set forth in Section 2.5(dApproved Budget (including pursuant to an Approved Budget for a future period). (dii) Amounts No later than the second Business Day following the receipt of Net Proceeds in respect of any Prepayment Asset Sale or Net Insurance/Condemnation Proceeds in excess of $500,000 in the aggregate for all such proceeds during the term of this Agreement, the Borrowers shall apply an amount equal to 100% of the Net Proceeds or Net Insurance/Condemnation Proceeds received with respect thereto to prepay outstanding Term Loans; provided that no such prepayment shall be required under this clause (ii) if the Net Proceeds received are applied, reinvested or otherwise used pursuant to and as contemplated by the Approved Budget (including pursuant to an Approved Budget for a future period). (iii) If Holdings or any Subsidiary incurs or issues any Indebtedness after the Closing Date (other than Indebtedness permitted under Section 6.01) or any Capital Stock (other than issuances of Capital Stock of any Subsidiary of the Borrower Agent to any other Subsidiary of the Borrower Agent, or to the Borrower Agent), the Borrowers shall apply an amount equal to 100% of all Net Proceeds received therefrom on or prior to the date that is two (2) Business Days after the receipt thereof. (iv) Notwithstanding any provision under this Section 2.11(b) to the contrary, (A) any amounts that would otherwise be required to be paid by the Borrowers pursuant to Section 2.11(b)(i) or (ii) above shall not be required to be so prepaid to the extent any such Prepayment Asset Sale is consummated by a Foreign Subsidiary or such Net Insurance/Condemnation Proceeds or Extraordinary Receipts are received by a Foreign Subsidiary, as the case may be, for so long as the repatriation to the United States of any such amounts would be prohibited under any Requirement of Law (the Borrower Agent hereby agreeing to cause the applicable Foreign Subsidiary to promptly take all actions commercially reasonably required by the applicable local law to permit such repatriation), and once such repatriation of any of such affected Net Proceeds or Net Insurance/Condemnation Proceeds is permitted under the applicable Requirement of Law, such repatriation will be immediately effected and such repatriated Net Proceeds or Net Insurance/Condemnation Proceeds will be promptly (and in any event not later than two (2) Business Days after such repatriation) applied (net of additional Taxes payable or reserved against as a result thereof) to the repayment of the Term Loans pursuant to this Section 2.11(b) to the extent provided herein; and (B) if the Borrowers or the Subsidiaries determine in good faith that the repatriation to the United States of any amounts required to mandatorily prepay the Term Loans pursuant to Section 2.11(b)(i) or (ii) above would result in materially adverse Tax consequences, taking into account any foreign tax credit or benefit expected to be realized in connection with such repatriation (such amount, a “Restricted Amount”), as reasonably determined by the Borrower Agent, the amount the Borrowers shall be required to mandatorily prepay pursuant to Section 2.11(b)(i) or (ii) above shall be reduced by the Restricted Amount until such time as it may repatriate to the United States such Restricted Amount without incurring such materially adverse Tax liability; provided that, in the case of this clause (B), on or before the date on which any Net Proceeds or Net Insurance/Condemnation Proceeds so retained would otherwise have been required to be applied in connection with to prepayments pursuant to this Section 2.11(b), the Borrowers shall apply an amount equal to such Net Proceeds or Net Insurance/Condemnation Proceeds to such prepayments as if such Net Proceeds or Net Insurance/Condemnation Proceeds had been received by the Borrower Agent rather than such Foreign Subsidiary, less the amount of additional Taxes that would have been payable or reserved against it if such Net Proceeds or Net Insurance/Condemnation Proceeds had been repatriated to the United States by such Foreign Subsidiary; provided, further, that to the extent that the repatriation of any Net Proceeds or Net Insurance/Condemnation Proceeds from such Foreign Subsidiary would no longer have a materially adverse Tax consequence, an amount equal to the Net Proceeds or Net Insurance/Condemnation Proceeds, as applicable, not previously applied pursuant to this immediately preceding clause, shall be promptly applied to the repayment of the Term Loans pursuant to Section 2.11(b) as otherwise required above (without regard to this clause (iv)). (v) Notwithstanding any of the other provisions of this Section 2.11, the Required Lenders may elect to waive any mandatory prepayment of Term Loans required to be made pursuant to clauses (i) and (ii) of this Section 2.5 2.11(b) by providing written notice to the Administrative Agent and the Borrower Agent. (vi) All prepayments under this Section 2.11(b) shall be accompanied by all accrued and unpaid interest on the amount prepaid and, in the case of a prepayment of a SOFR Term Loan only, any additional amounts required pursuant to Section 2.16. In addition, each prepayment of Term Loans pursuant to Section 2.10 and 2.11 shall be applied by Administrative Agent, in accordance with Section 2.18(b) unless prior to such prepayment the Administrative Agent receives a certification from the Required Lenders that the one or more of the Orders specifies otherwise, which certification includes a direction from the Required Lenders as to how the Administrative Agent should apply such prepayment. (vii) Notwithstanding any of the other provisions of this Section 2.11, each Lender may elect not to accept all (but not less than all) of its pro rata percentage of any mandatory prepayment (any such Lender, a “Declining Lender”, and any such declined amounts, the “Declined Amounts”) of Term Loans required to be made pursuant to clauses (i) and (ii) of this Section 2.11(b) by providing written notice (each, a “Rejection Notice”) to the Administrative Agent no later than 5:00 p.m., New York City time, on the Business Day of such Xxxxxx’s receipt of notice from the Administrative Agent regarding such prepayment. If a Lender fails to deliver a Rejection Notice to the Administrative Agent within the time frame specified above such failure will be deemed an acceptance of the total amount of such mandatory prepayment of Term Loans. Any Declined Amounts shall be offered to Lenders that are not Declining Lenders on a pro rata basis, and any Declined Amounts remaining thereafter shall be applied to prepay other Indebtedness to the extent required by the terms thereof as determined by the Borrower Agent and, after giving effect thereto, any remaining amounts may be retained by the Borrower. (viii) The Borrower Agent shall deliver to the Administrative Agent, at the time of each prepayment required under this Section 2.11(b), a certificate signed by a Responsible Officer of the Loans Borrower Agent setting forth in accordance with Section 2.9reasonable detail the calculation of the amount of such prepayment. Each prepayment such certificate shall specify the principal amount of the Loans under Section 2.5 each Borrowing (or portion thereof) to be prepaid. Prepayments shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid and the prepayment premium pursuant to prepaid. All prepayments of Borrowings under this Section 2.11(b) shall be subject to Section 2.62.12 and Section 2.16, but shall otherwise be without premium or penalty.

Mandatory Prepayments. Except (ax) If on to the extent the Loan Parties are permitted to use any date any Group Member 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 on such date toward the prepayment of the Loans Extraordinary Receipts as set forth in Section 2.5(d); provided, that, notwithstanding the foregoing, cash collateral (i) in accordance with 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 not exceed $250,000 Approved Budget and (ii) on each Reinvestment Prepayment Date, an amount equal to as permitted by the Reinvestment Prepayment Amount with respect to DIP Orders and (y) as provided in the relevant Reinvestment Event shall be applied toward last paragraph of this Section 2.11(b): (i) within 2 Business Days after the prepayment date of the Loans as set forth in Section 2.5(d). consummation of any Disposition (bother than Dispositions from a Loan Party to another Loan Party) If on by any date Borrower or any of determination the aggregate principal amount of Loans (excluding any Additional Loans) outstanding exceeds the Borrowing Base (such excess amount being referred to herein as, an “Over Advance”)its Subsidiaries, the Borrower Borrowers shall prepay the Loans in an aggregate amount equal to such Over Advance on such date. Notwithstanding the foregoing, the Borrower shall not be required to make a prepayment pursuant to this Section 2.5(b) so long as (i) the aggregate amount of Over Advances on such date does not exceed $3,000,000, (ii) no Default or Event of Default has occurred and is continuing, (iii) an amount equal to (A) 110% of the aggregate principal amount of Loans (excluding any Additional Loans) outstanding on such date minus (B) the Borrowing Base is deposited by the Borrower on such date in an interest-bearing segregated account subject to the sole dominion and control of the Administrative Agent (the “Over Advance Account”), and (iv) upon the earlier of (A) the next date on which the Borrower is required to deliver to the Administrative Agent a Borrowing Base Certificate pursuant to Section 6.2 and (B) the occurrence of a Default or an Event of Default, the Borrower either (i) directs the Administrative Agent to apply the proceeds in the Over Advance Account equal to the then applicable Over Advances to the prepayment of the Loans (with the remaining balance to be paid to the Borrower in such account designated by the Borrower) or (ii) only to the extent no Over Advance exists on such date, directs the Administrative Agent to (and the Administrative Agent thereafter shall promptly, but in any event within two (2) Business Days of receiving such direction) deposit all amounts in the Over Advance Account to such account designated by the Borrower in writing at such time. (c) If any Indebtedness shall be incurred by any Group Member (excluding any Indebtedness incurred in accordance with Section 7.2), an amount equal to 100% of the Net Cash Proceeds thereof from such Dispositions; (ii) within 2 Business Days after the date of receipt by any Borrower or any of its Subsidiaries, or Administrative Agent as loss payee, of any Net Cash Proceeds from insurance or any condemnation, taking or other casualty, Borrowers shall prepay the Loans in an aggregate amount equal to 100% of such Net Cash Proceeds; and (iii) within 2 Business Days after the date of receipt by any Borrower or any of its Subsidiaries of any Extraordinary Receipts, Borrowers shall prepay the Loans an aggregate amount equal to 100% of such Extraordinary Receipts. (iv) Each prepayment of the Loan pursuant to this Section 2.11(a) or (b) shall be applied on the date of such incurrence toward the prepayment of the Loans as set forth in Section 2.5(d). (d) Amounts to be applied in connection with prepayments made pursuant to Section 2.5 shall be applied to the prepayment of the Loans in accordance with Section 2.9. Each prepayment of 2.18(b); provided, that, to the extent any Net Cash Proceeds or Extraordinary Receipts required to prepay the Loans under Section 2.5 pursuant to Sections 2.11(b)(i), (b)(ii) or (b)(iii) constitute Specified Priority Collateral, such Net Cash Proceeds or Extraordinary Receipts shall be accompanied by accrued interest applied in accordance with the Prepetition Credit Agreement and the DIP Orders (except to the date of extent that the Loan Parties are permitted to use such prepayment on Net Cash Proceeds or Extraordinary Receipts as cash collateral in accordance with the amount prepaid Approved Budget pursuant to the DIP Orders in which case the Loan Parties shall not be required to apply such Net Cash Proceeds or Extraordinary Receipts so applied in accordance with the Prepetition Credit Agreement and the prepayment premium pursuant DIP Orders to Section 2.6prepay the Loans).

Mandatory Prepayments. (a) If on any date any Group Member 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 on such date toward the prepayment of the Loans as set forth in Section 2.5(d); provided, that, notwithstanding the foregoing, (i) If at any time 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 not exceed $250,000 and (ii) on each Reinvestment Prepayment Date, an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied toward the prepayment of the Loans as set forth in Section 2.5(d). (b) If on any date Extensions of determination Credit exceed the aggregate principal amount of Loans (excluding any Additional Loans) outstanding exceeds the Borrowing Base (such excess amount being referred to herein as, an “Over Advance”)Commitments, the Borrower shall prepay the Loans in an aggregate amount equal to such Over Advance on such date. Notwithstanding the foregoing, the Borrower shall not be required to immediately make a prepayment pursuant to this Section 2.5(b) so long as (i) the aggregate amount of Over Advances on such date does not exceed $3,000,000, (ii) no Default or Event of Default has occurred and is continuing, (iii) an amount equal to (A) 110% of the aggregate principal amount of Loans (excluding any Additional Loans) outstanding on such date minus (B) the Borrowing Base is deposited by the Borrower on such date in an interest-bearing segregated account subject to the sole dominion and control of the Administrative Agent (the “Over Advance Account”), and (iv) upon the earlier of (A) the next date on which the Borrower is required to deliver payment to the Administrative Agent a Borrowing Base Certificate pursuant to Section 6.2 and (B) for the occurrence of a Default or an Event of Default, the Borrower either (i) directs the Administrative Agent to apply the proceeds in the Over Advance Account equal to the then applicable Over Advances to the prepayment ratable accounts of the Loans (with the remaining balance to be paid to the Borrower Lenders in such account designated by the Borrower) or (ii) only to the extent no Over Advance exists on such date, directs the Administrative Agent to (and the Administrative Agent thereafter shall promptly, but in any event within two (2) Business Days of receiving such direction) deposit all amounts in the Over Advance Account to such account designated by the Borrower in writing at such time. (c) If any Indebtedness shall be incurred by any Group Member (excluding any Indebtedness incurred in accordance with Section 7.2), an amount equal to 100% of the Net Cash Proceeds thereof shall be applied on the date of such incurrence toward the prepayment of the Loans as set forth in Section 2.5(d). necessary together with (dA) Amounts to be applied in connection with prepayments made pursuant to Section 2.5 shall be applied to the prepayment of the Loans in accordance with Section 2.9. Each prepayment of the Loans under Section 2.5 shall be accompanied by accrued interest to the date of such prepayment on the principal amount repaid or prepaid and (B) in the prepayment premium case of prepayments of LIBOR Rate Loans, any amount payable to the Lenders pursuant to Section 2.62.12(e), so that the Extensions of Credit do not exceed the Commitments. Any payments made under this Section 2.07(b)(i) shall be applied first to Swingline Loans until paid in full, second to Base Rate Loans until paid in full and third to LIBOR Rate Loans in direct order of Interest Period maturities until paid in full, pro rata among all Lenders holding same. (ii) On each date on which the Commitment is decreased pursuant to Section 2.06, the Borrower shall pay or prepay to the Administrative Agent for the ratable accounts of the Lenders such principal amount of the outstanding Loans as shall be necessary, together with (A) accrued interest to the date of such prepayment on the principal amount repaid or prepaid and (B) in the case of prepayments of LIBOR Rate Loans, any amount payable to the Lenders pursuant to Section 2.12(e), so that the aggregate amount of the Lenders’ Extensions of Credit does not exceed the Commitments. Any payments made under this Section 2.07(b)(ii) shall be applied first to Swingline Loans until paid in full, second to Base Rate Loans until paid in full and third to LIBOR Rate Loans in direct order of Interest Period maturities until paid in full, pro rata among all Lenders holding same. (iii) On each date on which the Swingline Commitment is reduced pursuant to Section 2.06(a)(ii), the Borrower shall pay or prepay to the Administrative Agent for the ratable accounts of the Lenders or prepay such principal amount outstanding of Swingline Loans, together with accrued interest to the date of such prepayment on the principal amount repaid or prepaid, if any, as may be necessary so that after such payment the aggregate unpaid principal amount of Swingline Loans does not exceed the amount of the Swingline Commitment as then reduced. (iv) On the Termination Date, the Borrower shall pay to the Administrative Agent for the ratable accounts of the Lenders, the principal amount of all Loans then outstanding, together with (A) accrued interest to the date of such payment on the principal amount repaid and (B) in the case of prepayments of LIBOR Rate Loans, any amount payable to the Lenders pursuant to Section 2.12(e). (v) Notwithstanding anything set forth herein to the contrary, prior to or simultaneously with the receipt of proceeds related to the remarketing of Bonds purchased pursuant to one or more Term Drawings, the Borrower shall directly, or through the applicable remarketing agent or Tender Agent on behalf of the Borrower, repay or prepay (as the case may be) then-outstanding Tender Advance Revolving Loans (in the order in which they were made), and then other outstanding Obligations hereunder, by paying to the Administrative Agent for the pro rata share of the Banks an amount equal to the sum of (A) the aggregate principal amount of the Bonds remarketed plus (B) all accrued interest on the principal amount of Tender Advance Revolving Loans and/or other Obligations so repaid or prepaid plus (C) in the case of prepayments of LIBOR Rate Loans, any amount payable to the Banks in respect thereof pursuant to Section 2.12(e).

Mandatory Prepayments. (aA) If on any date any Group Member shall receive In the event that Net Cash Proceeds resulting from any Asset Sale (1) Event of Loss or Recovery Event then, unless a Reinvestment Notice shall be delivered in respect thereof, such Net Cash Proceeds shall be applied on such date toward the prepayment (2) Disposition or series of the Loans as set forth in Section 2.5(d); provided, that, notwithstanding the foregoing, (i) the aggregate Net Cash Proceeds Dispositions by Borrower or any Domestic Subsidiary thereof of Asset Sales and Recovery Events that may be excluded from the foregoing requirement any Collateral undertaken pursuant to a Reinvestment Notice Section 7.1(c) or Section 7.1(h)(C)(2), within any fiscal year exceed, in the aggregate, the Threshold Amount, Borrower shall not exceed $250,000 and (ii) on each Reinvestment Prepayment Date, prepay the Term Loan in an amount equal to the Reinvestment Prepayment sum of: (x) one hundred percent (100%) of such Net Proceeds that so exceed the Threshold Amount with respect in such fiscal year plus (y) if such Net Proceeds result from a Disposition (but not from an Event of Loss), the applicable Make-Whole Amount that would apply if such Net Proceeds were used by Borrower to the relevant Reinvestment Event shall be applied toward the make a voluntary prepayment of the Loans as set forth in Section 2.5(d). (b) If on any date of determination the aggregate principal amount of Loans (excluding any Additional Loans) outstanding exceeds the Borrowing Base (such excess amount being referred to herein as, an “Over Advance”), the Borrower shall prepay the Loans in an aggregate amount equal to such Over Advance on such date. Notwithstanding the foregoing, the Borrower shall not be required to make a prepayment pursuant to this Section 2.5(b) so long as (i) the aggregate amount of Over Advances on such date does not exceed $3,000,000, (ii) no Default or Event of Default has occurred and is continuing, (iii) an amount equal to (A) 110% of the aggregate principal amount of Loans (excluding any Additional Loans) outstanding on such date minus (B) the Borrowing Base is deposited by the Borrower on such date in an interest-bearing segregated account subject to the sole dominion and control of the Administrative Agent (the “Over Advance Account”), and (iv) upon the earlier of (A) the next date on which the Borrower is required to deliver to the Administrative Agent a Borrowing Base Certificate Term Loan pursuant to Section 6.2 2.2(b)(ii), plus (z) accrued and unpaid interest (Bat the rate then applicable to the Term Loan) on the amount described in the immediately preceding clause (x) through and including, as applicable, (aa) the occurrence first anniversary of the Effective Date, if such prepayment occurs prior to the first anniversary of the Effective Date or (bb) the date of prepayment, if such prepayment occurs after the first anniversary of the Effective Date; provided that, unless a Default or an Event of DefaultDefault then exists, the Borrower either (i) directs the Administrative Agent to apply the proceeds in the Over Advance Account equal subject to the then applicable Over Advances limitations set forth in Section 6.5, no prepayment otherwise required pursuant to this Section 2.2(b)(iii)(A) shall be required if any such Net Proceeds are used within one hundred twenty (120) days after the prepayment receipt thereof by Borrower or any Subsidiary thereof to purchase the same or similar property or to restore the property affected by such Event of the Loans (with the remaining balance to be paid to the Borrower in such account designated by the Borrower) or (ii) only to the extent no Over Advance exists on such date, directs the Administrative Agent to (and the Administrative Agent thereafter shall promptly, but in any event within two (2) Business Days of receiving such direction) deposit all amounts in the Over Advance Account to such account designated by the Borrower in writing at such timeLoss. (cB) If at any Indebtedness time during the term of this Agreement the aggregate Net Proceeds resulting from any Disposition consisting of a non-exclusive license of Intellectual Property pursuant to Section 7.1(f) exceed the Threshold Amount, Borrower shall be incurred by any Group Member (excluding any Indebtedness incurred prepay the Term Loan in accordance with Section 7.2), an amount equal to the sum of: (x) one hundred percent (100% %) of the aggregate Net Cash Proceeds thereof shall be applied in excess of the Threshold Amount plus (y) the applicable Make-Whole Amount that would apply if such Net Proceeds were used by Borrower to make a voluntary prepayment of the Term Loan pursuant to Section 2.2(b)(ii), plus (z) accrued and unpaid interest (at the rate then applicable to the Term Loan) on the amount described in the immediately preceding clause (x) through and including, as applicable, (aa) the first anniversary of the Effective Date, if such prepayment occurs prior to the first anniversary of the Effective Date or (bb) the date of prepayment, if such incurrence toward prepayment occurs after the first anniversary of the Effective Date. (C) If at any time during the term of this Agreement the aggregate Net Proceeds resulting from any Disposition consisting of a Permitted License of any Intellectual Property pursuant to Section 7.1(g) exceed the Threshold Amount, Borrower shall prepay the Term Loan in an amount equal to the sum of (x) as applicable, (a) one hundred percent (100%) of the aggregate Net Proceeds in excess of the Threshold Amount if such Permitted License is a license of Core Intellectual Property, (b) eighty-five percent (85%) of the aggregate Net Proceeds in excess of the Threshold Amount if such Permitted License is a license of Non-Core Intellectual Property and if at the time the applicable Loan Party receives such Net Proceeds, Liquidity is greater than Fifteen Million Dollars ($15,000,000) but less than or equal to Twenty Million Dollars ($20,000,000), or (c) sixty-five percent (65%) of the aggregate Net Proceeds in excess of the Threshold Amount if such Permitted License is a license of Non-Core Intellectual Property and if at the time the applicable Loan Party receives such Net Proceeds, Liquidity is greater than Twenty Million Dollars ($20,000,000); plus (y) the applicable Make-Whole Amount that would apply if such Net Proceeds were used by Borrower to make a voluntary prepayment of the Loans as set forth in Section 2.5(d). (d) Amounts to be applied in connection with prepayments made Term Loan pursuant to Section 2.5 shall be applied 2.2(b)(ii), plus (z) accrued and unpaid interest (at the rate then applicable to the prepayment Term Loan) on the applicable amount described in the immediately preceding clause (x) through and including, as applicable, (aa) the first anniversary of the Loans in accordance with Section 2.9. Each Effective Date, if such prepayment occurs prior to the first anniversary of the Loans under Section 2.5 shall be accompanied by accrued interest to Effective Date or (bb) the date of prepayment, if such prepayment on occurs after the amount prepaid and first anniversary of the prepayment premium pursuant to Section 2.6Effective Date.

Mandatory Prepayments. The Borrower shall make the following mandatory prepayments and associated Cash Collateralizations of the Letters of Credit, in each case as set forth in Section 2.10: (aA) If on any date any Group Member Loan Party shall receive Net Cash Proceeds in excess of $10,000,000 from any Asset Sale or Recovery Event thenor any event described in Section 5.20(c)(ii) or Section 5.20(c)(iii) shall occur, unless a Reinvestment Notice shall be delivered in respect thereof, such the applicable Net Cash Proceeds shall be applied on such date toward to the prepayment of the Loans as set forth in Section 2.5(d); 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 not exceed $250,000 and (ii) on each Reinvestment Prepayment Date, an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied toward the prepayment of the Loans as set forth in Section 2.5(d). (b) If on any date of determination the aggregate principal amount of Loans (excluding any Additional Loans) outstanding exceeds the Borrowing Base (such excess amount being referred to herein as, an “Over Advance”), the Borrower shall prepay the Loans in an aggregate amount equal to such Over Advance on such date. Notwithstanding accordance with the foregoingDepositary Agreement or (B) if any Loan Party shall receive any Performance Liquidated Damages Excess Amount and any event described in Section 5.20(d)(i) or Section 5.20(d)(ii) shall occur, the Borrower applicable Net Cash Proceeds shall not be required applied to make a the prepayment pursuant to this Section 2.5(b) so long as (i) the aggregate amount of Over Advances on such date does not exceed $3,000,000, (ii) no Default or Event of Default has occurred and is continuing, (iii) an amount equal to (A) 110% of the aggregate principal amount of Loans (excluding any Additional Loans) outstanding on such date minus (B) the Borrowing Base is deposited by the Borrower on such date in an interest-bearing segregated account subject to the sole dominion and control of the Administrative Agent (the “Over Advance Account”), and (iv) upon the earlier of (A) the next date on which the Borrower is required to deliver to the Administrative Agent a Borrowing Base Certificate pursuant to Section 6.2 and (B) the occurrence of a Default or an Event of Default, the Borrower either (i) directs the Administrative Agent to apply the proceeds in the Over Advance Account equal to the then applicable Over Advances to the prepayment of the Loans (in accordance with the remaining balance to be paid to the Borrower in such account designated by the Borrower) or (ii) only to the extent no Over Advance exists on such date, directs the Administrative Agent to (and the Administrative Agent thereafter shall promptly, but in any event within two (2) Business Days of receiving such direction) deposit all amounts in the Over Advance Account to such account designated by the Borrower in writing at such timeDepositary Agreement. (cii) If any Indebtedness shall be issued or incurred by any Group Member Loan Party (excluding any Indebtedness incurred in accordance with Section 7.26.02), the Borrower shall, on the date of such incurrence, prepay an aggregate principal amount of the Loans in an aggregate amount equal to 100% of the Net Cash Proceeds thereof shall be applied in accordance with the Depositary Agreement. (iii) On each Quarterly Payment Date (commencing with the first Quarterly Payment Date that occurs in the first full calendar quarter following the Term Conversion Date), the Borrower shall, on such Quarterly Payment Date, prepay an aggregate principal amount of the Term Loans in an amount equal to the ECF Sweep Amount for such Quarterly Payment Date in accordance with the Depositary Agreement. (iv) In the event the Borrower receives any distribution pursuant to Section 2.11(b)(iv) of the Bolt Credit Agreement, the Borrower shall, on the date of such incurrence toward the prepayment of the Loans as set forth in Section 2.5(d). (d) Amounts to be applied in connection with prepayments made pursuant to Section 2.5 shall be applied to the prepayment distribution, prepay an aggregate principal amount of the Loans in accordance with Section 2.9. Each prepayment the Depositary Agreement. (v) In the event of any termination of all the Loans under Section 2.5 shall be accompanied by accrued interest to Revolving Commitments, the Borrower shall, on the date of such prepayment termination, repay or prepay all its outstanding Revolving Loans and terminate all its outstanding Revolving Letters of Credit and/or Cash Collateralize such Revolving Letters of Credit in accordance with Section 2.05(j). If as a result of any partial reduction of the Revolving Commitments, the aggregate Revolving Facility Exposure would exceed the aggregate Revolving Commitments of all Revolving Lenders after giving effect thereto, then the Borrower shall, on the date of such reduction, repay or prepay the Revolving Loans and/or Cash Collateralize the Revolving Letters of Credit in an amount prepaid sufficient to eliminate such excess. (vi) In the event of any reduction or termination of the Construction Commitments, unless the requirements of Section 2.08(b)(ii)(B) are satisfied, the Borrower shall, on the date of such reduction or termination, repay or prepay all outstanding Construction Loans. (vii) In the event of any reduction or termination of the Term Commitments, the Borrower shall, on the date of such reduction or termination prepay the Construction Loans in the positive amount (if any) by which the sum of the aggregate outstanding principal amount of the Construction Loans and any remaining Available Unused Commitments in respect of the prepayment premium pursuant Construction Commitments shall exceed the aggregate amount of the Term Commitments after giving effect to Section 2.6any such termination or reduction.

Mandatory Prepayments. (a) If on any date any Group Member shall receive Net Cash Proceeds from any Asset Sale or Recovery Event then, unless a Reinvestment Notice Borrower shall be delivered in respect thereof, such Net Cash Proceeds shall be applied on such date toward the prepayment required to make mandatory prepayments of the Term Loans as set forth in Section 2.5(d); provided, that, notwithstanding upon each of the foregoing, following: (i) the aggregate Net Cash Proceeds receipt by Borrower or any of Asset Sales and Recovery Events that may be excluded its Affiliates of any damages or other amounts from Equipment Supplier under the foregoing requirement Equipment Supply Agreement (including as a result of a delayed delivery pursuant to a Reinvestment Notice shall not exceed $250,000 and (ii) on each Reinvestment Prepayment Date, an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied toward the prepayment Section 4 of the Loans Equipment Supply Agreement and as set forth in a result of any cancellation by Equipment Supplier pursuant to Section 2.5(d). (b) If on any date 19 of determination the aggregate principal amount of Loans (excluding any Additional Loans) outstanding exceeds the Borrowing Base (such excess amount being referred to herein as, an “Over Advance”Equipment Supply Agreement), the Borrower shall prepay the Loans in an aggregate amount equal to such Over Advance on such date. Notwithstanding the foregoing, the Borrower shall not be required to make a prepayment pursuant to this Section 2.5(b) so long as (i) the aggregate amount of Over Advances on such date does not exceed $3,000,000, (ii) no Default or Event of Default has occurred and is continuing, (iii) an amount equal to (A) 110% during the continuance of the aggregate principal amount of Loans (excluding any Additional Loans) outstanding on such date minus (B) the Borrowing Base is deposited by the Borrower on such date in an interest-bearing segregated account subject to the sole dominion and control of the Administrative Agent (the “Over Advance Account”), and (iv) upon the earlier of (A) the next date on which the Borrower is required to deliver to the Administrative Agent a Borrowing Base Certificate pursuant to Section 6.2 and (B) the occurrence of a Default or an Event of Default, the Borrower either amount of such damages or other amounts, or (iB) directs the Administrative Agent to apply the proceeds in the Over Advance Account equal to the then applicable Over Advances to the prepayment so long as there is not continuing any Default or Event of Default, such portion of the amount of such damages as Hermes Agent (at the instruction of Hermes) shall designate in writing as the amount (if any) of the Term Loans (with no longer eligible for coverage under the remaining balance Hermes Export Credit Guarantee Documents as a result of such payment of amounts by Equipment Supplier to be paid to the Borrower in such account designated by the Borrower) or ; (ii) only any failure of the Hermes Export Credit Guarantee Documents to be effective with respect to any portion of the extent no Over Advance exists on such dateTerm Loans, directs the Administrative Agent to (and the Administrative Agent thereafter shall promptly, but in any event within two (2) Business Days of receiving such direction) deposit all amounts in the Over Advance Account to such account designated by the Borrower in writing at such time. (c) If any Indebtedness shall be incurred by any Group Member (excluding any Indebtedness incurred in accordance with Section 7.2), an amount equal to 100% such portion of the Net Cash Proceeds thereof Term Loans; and (iii) the refund to Borrower of any Hermes Guarantee Fees by Hermes in an amount equal to the Hermes Guarantee Fee Refund. Any such prepayment (including any deemed prepayment with the Hermes Guarantee Fee Refund made in accordance with 2.6.1) shall be applied (A) include payment by Borrower of accrued and unpaid interest on the date of such incurrence toward the prepayment of the Term Loans as set forth in Section 2.5(d). (d) Amounts to be applied being prepaid and any fees, breakage costs and other charges payable in connection with prepayments made pursuant to such a prepayment under the terms of this Agreement (including Section 2.5 shall 3.7), if any, and (B) be applied to the prepayment of the Loans in accordance with Section 2.9. Each prepayment of the Loans under Section 2.5 shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid remaining amortization payments and the prepayment premium pursuant to Section 2.6payments at final maturity thereof (1) in inverse order of maturity or (2) on a pro rata basis, at the option of Hermes Agent (acting at the instruction of Hermes). Amounts prepaid as mandatory prepayments of Term Loans may not be re-borrowed.

Mandatory Prepayments. (a) If on any date any Group Member 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 on such date toward the prepayment of the Loans as set forth in Section 2.5(d); 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 not exceed $250,000 and (ii) on each Reinvestment Prepayment Date, an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied toward the prepayment of the Loans as set forth in Section 2.5(d)[Reserved]. (b) If on In addition to any date of determination the aggregate principal amount of Loans (excluding any Additional Loans) outstanding exceeds the Borrowing Base (such excess amount being referred to herein as, an “Over Advance”), the Borrower shall prepay the Loans in an aggregate amount equal to such Over Advance on such date. Notwithstanding the foregoing, the Borrower shall not be required to make a prepayment other mandatory repayments pursuant to this Section 2.5(b) so long as (i) 2.13, on each date on or after the aggregate amount of Over Advances on such date does not exceed $3,000,000, (ii) no Default Closing Date upon which the Borrower or Event of Default has occurred and is continuing, (iii) an amount equal to (A) 110% of the aggregate principal amount of Loans (excluding any Additional Loans) outstanding on such date minus (B) the Borrowing Base is deposited Restricted Subsidiary receives any cash proceeds from any issuance or incurrence by the Borrower on such date in an interest-bearing segregated account subject or any Restricted Subsidiary of Indebtedness for borrowed money (other than Indebtedness permitted to the sole dominion and control of the Administrative Agent (the “Over Advance Account”), and (iv) upon the earlier of (A) the next date on which the Borrower is required to deliver to the Administrative Agent a Borrowing Base Certificate be incurred pursuant to Section 6.2 6.04, other than Permitted External Refinancing Indebtedness and (B) the occurrence of a Default or an Event of Default, the Borrower either (i) directs the Administrative Agent to apply the proceeds in the Over Advance Account equal to the then applicable Over Advances to the prepayment of the Loans (with the remaining balance to be paid to the Borrower in such account designated by the Borrower) or (ii) only to the extent no Over Advance exists on such date, directs the Administrative Agent to (and the Administrative Agent thereafter shall promptly, but in any event within two (2) Business Days of receiving such direction) deposit all amounts in the Over Advance Account to such account designated by the Borrower in writing at such time. (c) If any Indebtedness shall be incurred by any Group Member (excluding any Indebtedness incurred in accordance with Section 7.2Refinancing Term Loans), an amount equal to 100% of the Net Cash Proceeds thereof of the respective issuance or incurrence of such Indebtedness shall be applied on such date as a mandatory repayment in accordance with the requirements of Section 2.13(g). (c) Unless otherwise agreed by the Required Lenders, in addition to any other mandatory repayments pursuant to this Section 2.13, on each date of such incurrence toward upon which the prepayment Borrower or any Restricted Subsidiary receives (other than in connection with any Disposition to the Borrower or a Subsidiary Guarantor) any cash proceeds from (i) any Non-Core Asset Sale, an amount equal to 100% of the Loans Net Sale Proceeds therefrom shall be applied on such date as set forth a mandatory repayment in accordance with the requirements of Section 2.5(d2.13(g), (ii) any Disposition of (A) any Bulk MSR (other than any such Disposition required by the following clause (iii) hereof) and/or (B) any Asset Sale, in each case, in an amount equal to 80% of the Net Sale Proceeds therefrom shall be applied on such date as a mandatory repayment in accordance with the requirements of Section 2.13(g), or (iii) any Disposition on or prior to February 15, 2018 of Government Sponsored Entity-related Bulk MSR, an amount equal to the sum of (A) 80% of the gross proceeds therefrom (excluding the proceeds of the Disposition of any related Servicing Advances) and (B) 80% of the Net Sale Proceeds of the Servicing Advances related to the Bulk MSR subject to such Disposition shall be applied on such date as a mandatory repayment in accordance with the requirements of Section 2.13(g). (d) Amounts In addition to any other mandatory repayments pursuant to this Section 2.13, on each Excess Cash Flow Payment Date, an amount equal to the remainder of (if positive) (i) the Applicable Excess Cash Flow Prepayment Percentage of the Excess Cash Flow for the related Excess Cash Flow Payment Period minus (ii) the aggregate amount of principal prepayments of Loans to the extent (and only to the extent) that such prepayments were made as a voluntary prepayment pursuant to Section 2.12(a) other than with proceeds of asset sales (other than from sales of inventory in the ordinary course of business), sales or issuances of Equity Interests, capital contributions, insurance or condemnation events or Indebtedness or other proceeds that would not be included in Adjusted Consolidated Net Income during the relevant Excess Cash Flow Payment Period minus (iii) the face value of Term Loans assigned to or purchased by the Borrower pursuant to Section 9.04(l) during the relevant Excess Cash Flow Payment Period, shall be applied as a mandatory repayment in accordance with the requirements of Section 2.13(g); provided that the amount required to be applied in connection with prepayments made as a mandatory prepayment pursuant to this Section 2.5 2.13(d) for any Excess Cash Flow Payment Period shall be applied not exceed an amount equal to the prepayment (x) 75% of the Loans Excess Cash Flow for such Excess Cash Flow Payment Period minus (y) scheduled installments of principal due in accordance with Section 2.9. Each prepayment respect of the Term Loans under Section 2.5 shall be accompanied by accrued interest to 2.11(a) paid during the date of such prepayment on the amount prepaid and the prepayment premium pursuant to Section 2.6.related

Mandatory Prepayments. (a) If on any date any Group Member 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 on such date toward the prepayment of the Loans as set forth in Section 2.5(d); provided, that, notwithstanding the foregoing, (i) In the event the sum of the outstanding principal balance of the Advances made by any Lender plus such Lender's Pro Rata Share of the aggregate Net Cash Proceeds face amount of Asset Sales the outstanding Letters of Credit exceeds such Lender's Commitment, Borrower shall, within two (2) days after demand therefor, pay to Agent for the benefit of such Lender, the amount by which such Advances and Recovery Events that may be excluded from the foregoing requirement pursuant to a Reinvestment Notice shall not exceed $250,000 and Lender's Pro Rata Share of the outstanding Letters of Credit exceeds such lender's Commitment. (ii) In the event the sum of the outstanding principal balance of the Loan plus the aggregate face amount of the outstanding Letters of Credit exceeds the Borrowing Base at any time other than by reason of a reduction of the Borrowing Base pursuant to Section 3.1(b)(ii), Borrower shall, within thirty (30) days after such date, deliver to each Lender a plan acceptable to the Lenders for bringing the Loan within the Borrowing Base within ninety (90) days after the acceptance of such plan through the payment of such excess, the admission of additional Projects into the Borrowing Base, or through other means acceptable to Lenders in their sole discretion. Lenders agree that they will review and respond to such proposed plan in a reasonably prompt manner. In the event either (A) Borrower fails to deliver an acceptable plan to the Lenders within said thirty (30) days or (B) the Loan continues to exceed the Borrowing Base for ninety (90) days following delivery of an acceptable plan (or, if the Lenders, in their discretion, consent to a period longer than 90 days as a part of any such plan, beyond the end of such longer period), Borrower shall prepay the amount of the Loan in excess of the Borrowing Base, together with accrued interest thereon (collectively, the "Overadvance Amount"), as follows: (1) on each Reinvestment Prepayment such thirtieth (30th) day, ninetieth (90th) day or the last day of such longer period as the Lenders, in their discretion, have approved, as the case may be, (the "Applicable Date"), Borrower shall prepay an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied toward the prepayment lesser of the Loans as set forth in Section 2.5(d). (b) If on any date of determination Overadvance Amount and the aggregate outstanding principal amount of Loans Base Rate Advances; (excluding any Additional Loans2) to the extent that the outstanding exceeds principal amount of Base Rate Advances are less than the Borrowing Base Overadvance Amount, on the last day of each Interest Period to expiring after the Applicable Date, Borrower shall prepay an amount equal to the lesser of the amount of the LIBOR Advance to which such Interest Period relates and the unpaid portion of the Overadvance Amount; and (such excess amount being referred to herein as3) on thirtieth (30th) day after the Applicable Date, an “Over Advance”), the Borrower shall prepay the Loans remaining portion of the Overadvance Amount. (iii) Failure by Borrower to have complied with the foregoing in a timely manner shall constitute an aggregate amount equal to such Over Advance on such dateEvent of Default without further notice or grace period hereunder. Notwithstanding the foregoingNo further Advances, the Borrower or release of all or any portion of any Eligible Project, shall not be required to make a prepayment pursuant to this Section 2.5(b) permitted so long as (isuch excess borrowing condition shall continue to exist. Nothing in this Section 2.7(e) shall excuse Borrower's compliance with all terms, conditions, covenants and other obligations imposed upon it under the aggregate amount Loan Documents during the period of Over Advances on such date does not exceed $3,000,000excess borrowing, (ii) no Default or Event of Default has occurred and is continuing, (iii) an amount equal to (A) 110% of the aggregate principal amount of Loans (excluding any Additional Loans) outstanding on such date minus (B) the Borrowing Base is deposited by the Borrower on such date in an interest-bearing segregated account subject to the sole dominion and control of the Administrative Agent (the “Over Advance Account”), and (iv) upon the earlier of (A) the next date on which the Borrower is required to deliver to the Administrative Agent a Borrowing Base Certificate pursuant to Section 6.2 and (B) the occurrence of a Default or an Event of Default, the Borrower either (i) directs the Administrative Agent to apply the proceeds in the Over Advance Account equal to the then applicable Over Advances to the prepayment of the Loans (with the remaining balance to be paid to the Borrower in such account designated by the Borrower) or (ii) only to the extent no Over Advance exists on such date, directs the Administrative Agent to (and the Administrative Agent thereafter shall promptly, but nor in any event within two (2) Business Days manner condition or impair Agent's or Lenders' rights thereunder in respect of receiving any such direction) deposit all amounts in the Over Advance Account to such account designated by the Borrower in writing at such timebreach thereof. (c) If any Indebtedness shall be incurred by any Group Member (excluding any Indebtedness incurred in accordance with Section 7.2), an amount equal to 100% of the Net Cash Proceeds thereof shall be applied on the date of such incurrence toward the prepayment of the Loans as set forth in Section 2.5(d). (d) Amounts to be applied in connection with prepayments made pursuant to Section 2.5 shall be applied to the prepayment of the Loans in accordance with Section 2.9. Each prepayment of the Loans under Section 2.5 shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid and the prepayment premium pursuant to Section 2.6.

Mandatory Prepayments. (a) If on any date any Group Member 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 on such date toward the prepayment of the Loans as set forth in Section 2.5(d); 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 not exceed $250,000 and (ii) on each Reinvestment Prepayment Date, an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied toward the prepayment of the Loans as set forth in Section 2.5(d)[reserved]. (b) If on any date of determination the aggregate principal amount of Loans (excluding any Additional Loans) outstanding exceeds the Borrowing Base (such excess amount being referred to herein as, an “Over Advance”), the Borrower shall prepay the Loans in an aggregate amount equal to such Over Advance on such date. Notwithstanding the foregoing, the Borrower shall not be required to make a prepayment pursuant to this Section 2.5(b) so long as (i) the aggregate amount of Over Advances on such date does not exceed $3,000,000, (ii) no Default or Event of Default has occurred and is continuing, (iii) an amount equal to (A) 110% of the aggregate principal amount of Loans (excluding any Additional Loans) outstanding on such date minus (B) the Borrowing Base is deposited by the Borrower on such date in an interest-bearing segregated account subject to the sole dominion and control of the Administrative Agent (the “Over Advance Account”), and (iv) upon the earlier of (A) the next date on which the Borrower is required to deliver to the Administrative Agent a Borrowing Base Certificate pursuant to Section 6.2 and (B) the occurrence of a Default or an Event of Default, the Borrower either (i) directs the Administrative Agent to apply the proceeds in the Over Advance Account equal to the then applicable Over Advances to the prepayment of the Loans (with the remaining balance to be paid to the Borrower in such account designated by the Borrower) or (ii) only to the extent no Over Advance exists on such date, directs the Administrative Agent to (and the Administrative Agent thereafter shall promptly, but in any event within two (2) Business Days of receiving such direction) deposit all amounts in the Over Advance Account to such account designated by the Borrower in writing at such time. (c) If any Indebtedness shall be incurred by any Group Member (excluding any Indebtedness incurred in accordance with Section 7.27.2 but including any Overadvance set forth in Section 2.8(a), an amount equal to 100% of the Net Cash Proceeds thereof shall be applied on the date of such incurrence toward the prepayment of the Term Loans and other amounts as set forth in Section 2.5(d2.12(e). (c) Except as provided below, if on any date any Group Member shall receive Net Cash Proceeds in the aggregate amount exceeding $2,000,000 in any fiscal year from any Asset Sale or Recovery Event, then such Net Cash Proceeds shall be applied within 2 Business Days of receipt toward (d) [reserved]. (e) Amounts to be applied in connection with prepayments made pursuant to this Section 2.5 2.12 shall be applied to the prepayment of installments due in respect of the Term Loans in reverse order of maturity and in accordance with Sections 2.3 and 2.18(b) (provided that any Term Lender may decline any such prepayment (the aggregate amount of all such prepayments declined in connection with any particular prepayment, collectively, the “Declined Amount”), in which case the Declined Amount shall be distributed first, to the prepayment, on a pro rata basis, of the Term Loans held by Xxxx Xxxxxxx that have elected to accept such Declined Amounts; second, to the extent of any residual, if no Term Loans remain outstanding, to the prepayment of the Revolving Loans in accordance with Section 2.92.15(c) (with no corresponding permanent reduction in the Revolving Commitments); and third, to the extent of any residual, if no Term Loans or Revolving Loans remain outstanding, to the replacement of outstanding Letters of Credit and/or the deposit of an amount in cash (in an amount not to exceed 105% of the then existing L/C Exposure) in a Cash Collateral account established with the Administrative Agent for the benefit of the L/C Lenders on terms and conditions satisfactory to the Issuing Lender. Each prepayment of the Loans under this Section 2.5 2.12 (except in the case of Revolving Loans that are ABR Loans and Swingline Loans, in the event all Revolving Commitments have not been terminated) shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid. The Borrower shall deliver to the Administrative Agent and each Term Lender notice of each prepayment of Term Loans in whole or in part pursuant to this Section 2.12 not less than five (5) Business Days prior to the date such prepayment shall be made (each, a “Mandatory Prepayment Date”). Such notice shall set forth (i) the Mandatory Prepayment Date, (ii) the aggregate amount of such prepayment and (iii) the options of each Term Lender to (x) decline or accept its share of such prepayment and (y) to accept Declined Amounts. Any Term Lender that wishes to exercise its option to decline such prepayment or to accept Declined Amounts shall notify the Administrative Agent by facsimile not later than three (3) Business Days prior to the Mandatory Prepayment Date. (f) The Borrower shall deliver to the Administrative Agent, at the time of each prepayment required under this Section 2.12, (i) a certificate signed by a Responsible Officer setting forth in reasonable detail the calculation of the amount of such prepayment or reduction and (ii) to the extent practicable, at least ten days prior written notice of such prepayment or reduction (and the Administrative Agent shall promptly provide the same to each Lender). Each notice of prepayment shall specify the prepayment or reduction date, the Type of each Loan being prepaid and the principal amount of each Loan (or portion thereof) to be prepaid. (g) No prepayment premium fee shall be payable in respect of any mandatory prepayments made pursuant to this Section 2.62.12.

Mandatory Prepayments. (a) If on any date any Group Member 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 on such date toward the prepayment of the Loans as set forth in Section 2.5(d); 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 not exceed $250,000 and (ii) on each Reinvestment Prepayment DateIf, an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied toward the prepayment of the Loans as set forth in Section 2.5(d). (b) If on any date date, the sum of determination (A) the aggregate principal amount of Loans all Advances denominated in Dollars then outstanding plus (excluding any Additional LoansB) outstanding exceeds the Borrowing Base Equivalent in Dollars (such excess amount being referred to herein as, an “Over Advance”), determined on the Borrower shall prepay the Loans in an aggregate amount equal third Business Day prior to such Over Advance on such date. Notwithstanding the foregoing, the Borrower shall not be required to make a prepayment pursuant to this Section 2.5(b) so long as (i) the aggregate amount of Over Advances on such date does not exceed $3,000,000, (ii) no Default or Event of Default has occurred and is continuing, (iii) an amount equal to (A) 110% of the aggregate principal amount of Loans all Advances denominated in Foreign Currencies then outstanding plus (excluding any Additional Loans) outstanding on such date minus (BC) the Borrowing Base is deposited by aggregate Available Amount of all Letters of Credit denominated in Dollars then outstanding plus (D) the Borrower Equivalent in Dollars (determined on the third Business Day prior to such date in an interest-bearing segregated account subject to the sole dominion and control date) of the Administrative Agent (the “Over Advance Account”), and (iv) upon the earlier aggregate Available Amount of (A) the next date on which the Borrower is required to deliver to the Administrative Agent a Borrowing Base Certificate pursuant to Section 6.2 and (B) the occurrence all Letters of a Default or an Event of Default, the Borrower either (i) directs the Administrative Agent to apply the proceeds Credit denominated in the Over Advance Account equal to the Major Currencies then applicable Over Advances to the prepayment outstanding exceeds 103% of the Loans (with aggregate Commitments of the remaining balance to be paid to the Borrower in such account designated by the Borrower) or (ii) only to the extent no Over Advance exists Lenders on such date, directs the Administrative Agent to Company and each other Borrower, if any, shall thereupon promptly prepay the outstanding principal amount of any Advances owing by such Borrower in an aggregate amount (and the Administrative Agent thereafter shall promptly, but in any event within two (2) Business Days of receiving such direction) or deposit all amounts an amount in the Over Advance Account L/C Cash Deposit Account) sufficient to reduce such account designated sum (calculated on the basis of the Available Amount of Letters of Credit being reduced by the Borrower amount in writing at such time. (cthe L/C Cash Deposit Account) If any Indebtedness shall be incurred by any Group Member (excluding any Indebtedness incurred in accordance with Section 7.2), to an amount equal not to exceed 100% of the Net Cash Proceeds thereof shall be applied on the date of such incurrence toward the prepayment aggregate Commitments of the Loans as set forth in Section 2.5(d). (d) Amounts to be applied in connection Lenders on such date, together with prepayments made pursuant to Section 2.5 shall be applied to the prepayment of the Loans in accordance with Section 2.9. Each prepayment of the Loans under Section 2.5 shall be accompanied by any interest accrued interest to the date of such prepayment on the amount principal amounts prepaid and and, in the case of any prepayment premium of a Eurocurrency Rate Advance, a LIBO Rate Advance or a Local Rate Advance on a date other than the last day of an Interest Period or at its maturity, any additional amounts which such Borrower shall be obligated to reimburse to the Lenders in respect thereof pursuant to Section 2.69.04(c). The Agent shall give prompt notice of any prepayment required under this Section 2.10(b)(i) to the Borrowers and the Lenders. (ii) If, on any date, the sum of (A) the Equivalent in Dollars of the aggregate principal amount of all Eurocurrency Rate Advances denominated in Major Currencies then outstanding plus (B) the Equivalent in Dollars of the aggregate principal amount of all Competitive Bid Advances denominated in Foreign Currencies then outstanding plus (C) the Equivalent in Dollars of the aggregate Available Amount of all Letters of Credit denominated in Major Currencies then outstanding (in each case, determined on the third Business Day prior to such date), shall exceed 110% of $500,000,000, the Company and each other Borrower shall prepay the outstanding principal amount of any such Eurocurrency Rate Advances or any such LIBO Rate Advances owing by such Borrower, on the last day of the Interest Periods relating to such Advances, in an aggregate amount (or deposit an amount in the L/C Cash Deposit Account) sufficient to reduce such sum (calculated on the basis of the Available Amount of Letters of Credit being reduced by the amount in the L/C Cash Deposit Account) to an amount not to exceed $500,000,000, together with any interest accrued to the date of such prepayment on the principal amounts prepaid. The Agent shall give prompt notice of any prepayment required under this Section 2.10(b)(ii) to the Borrowers and the Lenders.

Mandatory Prepayments. (a) If on any date any Group Member 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 on such date toward the prepayment of the Loans as set forth in Section 2.5(d); provided, that, notwithstanding the foregoing, (i) If, after giving effect to any termination or reduction of the aggregate Net Cash Proceeds of Asset Sales and Recovery Events that may be excluded from the foregoing requirement Aggregate Maximum Credit Amounts pursuant to a Reinvestment Notice shall not exceed $250,000 and (ii) on each Reinvestment Prepayment Date, an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied toward the prepayment of the Loans as set forth in Section 2.5(d). (b) If on any date of determination the aggregate principal amount of Loans (excluding any Additional Loans) outstanding exceeds the Borrowing Base (such excess amount being referred to herein as, an “Over Advance”2.06(b), the Borrower shall prepay total Revolving Credit Exposures exceeds the Loans in an aggregate amount equal to such Over Advance on such date. Notwithstanding the foregoingtotal Commitments, then the Borrower shall not be required to make a prepayment pursuant to this Section 2.5(b) so long as (i) the aggregate amount of Over Advances on such date does not exceed $3,000,000, (ii) no Default or Event of Default has occurred and is continuing, (iii) an amount equal to (A) 110% of prepay the aggregate principal amount of Loans (excluding any Additional Loans) outstanding on such date minus (B) the Borrowing Base is deposited by the Borrower on such date in an interest-bearing segregated account subject to the sole dominion and control of the Administrative Agent (the “Over Advance Account”), and (iv) upon the earlier of (A) the next date on which the Borrower is required to deliver to the Administrative Agent a Borrowing Base Certificate pursuant to Section 6.2 and (B) the occurrence of a Default or an Event of Default, the Borrower either (i) directs the Administrative Agent to apply the proceeds in the Over Advance Account equal to the then applicable Over Advances to the prepayment of the Loans (with the remaining balance to be paid to the Borrower in such account designated by the Borrower) or (ii) only to the extent no Over Advance exists on such date, directs the Administrative Agent to (and the Administrative Agent thereafter shall promptly, but in any event within two (2) Business Days of receiving such direction) deposit all amounts in the Over Advance Account to such account designated by the Borrower in writing at such time. (c) If any Indebtedness shall be incurred by any Group Member (excluding any Indebtedness incurred in accordance with Section 7.2), an amount equal to 100% of the Net Cash Proceeds thereof shall be applied Borrowings on the date of such incurrence toward the prepayment termination or reduction in an aggregate principal amount equal to such excess, and (B) if any excess remains after prepaying all of the Loans Borrowings as set forth a result of an LC Exposure, pay to the Administrative Agent on behalf of the Lenders an amount equal to such excess to be held as cash collateral as provided in Section 2.5(d2.08(j). (dii) Amounts to be applied in connection with prepayments made pursuant to Section 2.5 shall be applied Upon any redetermination of or adjustment to the prepayment amount of the Loans Borrowing Base in accordance with Section 2.92.07(b) or Section 8.13(c) at any time, if the total Revolving Credit Exposures exceeds the redetermined or adjusted Borrowing Base, then the Borrower shall (A) prepay the Borrowings in an aggregate principal amount equal to such excess, and (B) if any excess remains after prepaying all of the Borrowings as a result of an LC Exposure, pay to the Administrative Agent on behalf of the Lenders an amount equal to such excess to be held as cash collateral as provided in Section 2.08(j). The Borrower shall be obligated to make such prepayment and/or deposit of cash collateral within sixty (60) days following its receipt of the New Borrowing Base Notice in accordance with Section 2.07(d) or the date the adjustment occurs; provided that all payments required to be made pursuant to this Section 3.04(c)(ii) must be made on or prior to the Termination Date. (iii) Upon any adjustments to the Borrowing Base pursuant to Section 2.07(e), Section 9.12 or Section 9.19, if the total Revolving Credit Exposures exceeds the Borrowing Base as adjusted, then the Borrower shall (A) prepay the Borrowings in an aggregate principal amount equal to such excess, and (B) if any excess remains after prepaying all of the Borrowings as a result of an LC Exposure, pay to the Administrative Agent on behalf of the Lenders an amount equal to such excess to be held as cash collateral as provided in Section 2.08(j). The Borrower shall be obligated to make such prepayment and/or deposit of cash collateral on the date it receives cash proceeds as a result of such disposition or such incurrence of Debt; provided that all payments required to be made pursuant to this Section 3.04(c)(iii) must be made on or prior to the Termination Date. (iv) Each prepayment of Borrowings pursuant to this Section 3.04(c) shall be applied, first, ratably to any ABR Borrowings then outstanding, and, second, to any Eurodollar Borrowings then outstanding, and if more than one Eurodollar Borrowing is then outstanding, to each such Eurodollar Borrowing in order of priority beginning with the Eurodollar Borrowing with the least number of days remaining in the Interest Period applicable thereto and ending with the Eurodollar Borrowing with the most number of days remaining in the Interest Period applicable thereto. (v) Each prepayment of Borrowings pursuant to this Section 3.04(c) shall be applied ratably to the Loans under included in the prepaid Borrowings. Prepayments pursuant to this Section 2.5 3.04(c) shall be accompanied by accrued interest to the date extent required by Section 3.02. (vi) If, at any time, after the receipt by the Borrower or any Subsidiary of net cash proceeds from any disposition of property which disposition would require (whether or not such requirement is waived) the Borrower or such Subsidiary to make a mandatory prepayment or an offer to repurchase or redeem in respect of any Permitted Debt, then, on the amount prepaid Business Day immediately prior to the date on which such mandatory prepayment or offer in respect of the Permitted Debt would otherwise become due and payable, the Borrower or such Subsidiary shall make a prepayment (and the prepayment premium pursuant Aggregate Maximum Credit Amounts of the Lenders shall automatically and permanently reduce) in an amount equal to Section 2.6such excess cash proceeds.

Mandatory Prepayments. (ai) If on Upon the sale, transfer or other disposition by the Borrower or any date Borrower Subsidiary of any Aircraft, or any Equity Interest in any Aircraft Owning Entity or Owner Participant to a Person other than any Borrower Group Member shall receive Net Cash Proceeds from any Asset Sale or Recovery Event thenor, unless a Reinvestment Notice shall be delivered in respect thereof, such Net Cash Proceeds shall be applied on such date toward if the prepayment of the Loans as conditions substantially identical to those set forth in Section 2.5(d); provided6.2(p) have been satisfied, thatany Section 9.7(a) Entity (including, notwithstanding without limitation, in connection with the foregoingconsummation of any Capital Markets Transaction or any other refinancing by the Borrower) (each, (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 not exceed $250,000 and (ii) on each Reinvestment Prepayment Date, an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied toward the prepayment of the Loans as set forth in Section 2.5(d). (b) If on any date of determination the aggregate principal amount of Loans (excluding any Additional Loans) outstanding exceeds the Borrowing Base (such excess amount being referred to herein as, an “Over AdvanceDisposition Event”), the Borrower shall prepay forthwith deposit into the Loans in Collection Account an aggregate amount equal to the net proceeds from such Over Disposition Event (together with all amounts maintained in the Supplemental Rent Account and the Security Deposit Account attributable to such Aircraft or Equity Interest, that are not payable to the applicable Lessee or seller of such Aircraft or Equity Interest), which amounts shall be applied in accordance with the Flow of Funds on the next Payment Date after such Disposition Event. Upon the occurrence of an Event of Loss with respect to any Aircraft, the Borrower shall, upon the receipt of any insurance, condemnation or other proceeds (including any Lessee or other third party payments and all amounts maintained in the Supplemental Rent Account and the Security Deposit Account attributable to such Aircraft that are not required to be returned to the applicable Lessee in accordance with the terms of the Lease) in respect of such Event of Loss, deposit into the Collection Account an amount equal to the then Allocable Advance Amount of such Aircraft (determined as of the date of such Event of Loss), which amount shall be applied in accordance with the Flow of Funds on the next Payment Date after such date. Notwithstanding the foregoingdeposit. (ii) If there is a Borrowing Base Deficiency as of any Payment Date, the Borrower shall prepay on such Payment Date the Outstanding Principal Amount by an amount equal to the amount of such Borrowing Base Deficiency by deposit to the Collection Account, which amounts shall be applied in accordance with the Flow of Funds. (iii) If there is a Borrowing Base Deficiency as of any Report Date, the Borrower shall prepay on the Payment Date immediately succeeding such Report Date the Outstanding Principal Amount by an amount equal to the amount of such Borrowing Base Deficiency by deposit to the Collection Account, which amounts shall be applied in accordance with the Flow of Funds. (iv) If the LTV Maintenance Test shall not be satisfied in connection with a Disposition Event or an Event of Loss, the Borrower shall prepay, on the Payment Date specified in Section 4.2(b)(i) with respect to such Disposition Event or Event of Loss, as the case may be, the Outstanding Principal Amount by an amount equal to the amount by which the Outstanding Principal Amount is required to make a be reduced in order for the LTV Maintenance Test to be satisfied, by deposit of such amount into the Collection Account. Any amounts prepaid in accordance with this clause (iv) shall be applied in accordance with the Flow of Funds. (v) The Borrower shall give at least four (4) Business’ Day’s prior written notice of any prepayment pursuant to this Section 2.5(b4.2(b) so long as (i) the aggregate amount of Over Advances on such date does not exceed $3,000,000, (ii) no Default or Event of Default has occurred and is continuing, (iii) an amount equal to (A) 110% of the aggregate principal amount of Loans (excluding any Additional Loans) outstanding on such date minus (B) the Borrowing Base is deposited by the Borrower on such date in an interest-bearing segregated account subject to the sole dominion and control of the Administrative Agent (the “Over Advance Account”), and (iv) upon the earlier of (A) the next date on which the Borrower is required to deliver to the Administrative Agent a Borrowing Base Certificate pursuant to Section 6.2 and (B) the occurrence of a Default or an Event of DefaultAgent, the Borrower either (i) directs the Administrative Agent to apply the proceeds in the Over Advance Account equal to the then applicable Over Advances to the prepayment of the Loans (with the remaining balance to be paid to the Borrower in such account designated by the Borrower) or (ii) only to the extent no Over Advance exists on such date, directs the Administrative Agent to (and the Administrative Agent thereafter shall promptly, but in any event within two (2) Business Days of receiving such direction) deposit all amounts in the Over Advance Account to such account designated by the Borrower in writing at such time. (c) If any Indebtedness which notice shall be incurred by any Group Member (excluding any Indebtedness incurred in accordance with Section 7.2), an amount equal to 100% of the Net Cash Proceeds thereof shall be applied on the date of such incurrence toward the prepayment of the Loans as set forth in Section 2.5(d)irrevocable. (d) Amounts to be applied in connection with prepayments made pursuant to Section 2.5 shall be applied to the prepayment of the Loans in accordance with Section 2.9. Each prepayment of the Loans under Section 2.5 shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid and the prepayment premium pursuant to Section 2.6.

Mandatory Prepayments. (a) If on Upon the occurrence of any date any Group Member shall receive Net Cash Proceeds from any Asset Sale or Recovery Event thenof the events set forth in Section 2.1 of the Common Agreement, unless a Reinvestment Notice the Borrower shall be delivered in respect thereofrequired to prepay the Advances, such Net Cash Proceeds shall be applied on such date toward the prepayment of the Loans as set forth in Section 2.5(d); provided, that, notwithstanding 2.1 of 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 not exceed $250,000 and (ii) on each Reinvestment Prepayment Date, an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event Common Agreement. All such prepayments shall be applied toward made in the prepayment of the Loans as manner set forth in Section 2.5(d). (b) If on any date of determination the aggregate principal amount of Loans (excluding any Additional Loans) outstanding exceeds the Borrowing Base (such excess amount being referred to herein as, an “Over Advance”), the Borrower shall prepay the Loans in an aggregate amount equal to such Over Advance on such date. Notwithstanding the foregoing, the Borrower shall not be required to make a prepayment pursuant to this Section 2.5(b) so long as (i) the aggregate amount of Over Advances on such date does not exceed $3,000,000, (ii) no Default or Event of Default has occurred and is continuing, (iii) an amount equal to (A) 110% 2.1 of the aggregate principal amount of Loans (excluding any Additional Loans) outstanding on such date minus (B) the Borrowing Base is deposited by the Borrower on such date in an interest-bearing segregated account subject to the sole dominion and control of the Administrative Agent (the “Over Advance Account”)Common Agreement, and (iv) upon the earlier of (A) the next date on which the Borrower is required to deliver to the Administrative Agent a Borrowing Base Certificate pursuant to Section 6.2 and (B) the occurrence of a Default or an Event of Default, the Borrower either (i) directs the Administrative Agent to apply the proceeds in the Over Advance Account equal to the then applicable Over Advances to the prepayment of the Loans (together with the remaining balance to be paid to the Borrower in such account designated by the Borrower) or (ii) only to the extent no Over Advance exists on such date, directs the Administrative Agent to (and the Administrative Agent thereafter shall promptly, but in any event within two (2) Business Days of receiving such direction) deposit all amounts in the Over Advance Account to such account designated by the Borrower in writing at such time. (c) If any Indebtedness shall be incurred by any Group Member (excluding any Indebtedness incurred in accordance with Section 7.2), an amount equal to 100% of the Net Cash Proceeds thereof shall be applied on the date of such incurrence toward the prepayment of the Loans as set forth in Section 2.5(d). (d) Amounts to be applied in connection with prepayments made pursuant to Section 2.5 shall be applied to the prepayment of the Loans in accordance with Section 2.9. Each prepayment of the Loans under Section 2.5 shall be accompanied by accrued interest to the date of such prepayment on the principal amount prepaid, together with any amounts owing pursuant to Section 8.06(c). Amounts prepaid pursuant to this Section 2.06 and Section 2.1 of the Common Agreement may not be reborrowed. Amounts prepaid pursuant to this Section 2.06 and Section 2.1 of the Common Agreement shall be applied on a pro rata basis across maturities to the Advances held by each Lender, unless otherwise specified in Section 2.1 of the Common Agreement. (b) On each Test Date (as defined below), the Borrower shall notify the Administrative Agent in writing of the Gross Principal Due (as defined below) and the Cash Resources Available (as defined below), in each case as of such Test Date. If, on either Test Date, the Gross Principal Due exceeds the Cash Resources Available, in each case as of such Test Date, the Borrower shall, no later than forty-five (45) days after the applicable Test Date (the “Mandatory Prepayment Date”) prepay all of the Advances of all of the Lenders, provided that any Lender (each, a “Waiving Lender”) may, on or before the Mandatory Prepayment Date, by written notice to the Borrower (with a copy to the Administrative Agent) (a “Mandatory Prepayment Waiver Notice”) waive the requirement pursuant to this Section 2.06(b) for such mandatory prepayment with respect to the Advances of such Waiving Lender, whereupon the Borrower shall have no obligation to prepay the Advances of such Waiving Lender. Immediately after receipt thereof, the Administrative Agent shall provide a copy of each Mandatory Prepayment Waiver Notice to each Lender. On the Mandatory Prepayment Date, the Borrower shall prepay the Advances of all Lenders (other than each Waiving Lender) . All such prepayments shall be made to the Lenders entitled thereto pro rata and shall otherwise be paid in the manner set forth in Section 2.1 of the Common Agreement. Such prepayments shall be made together with accrued interest to the date of such prepayment on the principal amount prepaid and the prepayment premium together with any amounts owing pursuant to Section 2.6.8.06(c) as a result of such prepayment. Amounts prepaid pursuant to this Section 2.06(b) may not be reborrowed. For the purposes of this Section 2.06(b):

Mandatory Prepayments. (a) If on any date any Group Member 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 on such date toward In accordance with the prepayment of the Loans as procedures set forth in Section 2.5(d2.4(c); provided, that, notwithstanding the foregoing, , (i) if any Debt shall be incurred by the aggregate Net Cash Proceeds Borrower or any Subsidiary (excluding any Debt permitted to be incurred in accordance with Xxxxxxx 0.0, xxxxx xxxx xxxxxxx (x), (x), (x) (but only with respect to the first $10,000,000 of Asset Sales and Recovery Events that may be excluded from the foregoing requirement Debt for borrowed money outstanding pursuant to a Reinvestment Notice shall not exceed $250,000 paragraph (j) from time to time), (k) and (iil) on each Reinvestment Prepayment thereof) after the Closing Date, an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied toward the prepayment CRA Ratable Share of the Loans as set forth in Section 2.5(d). (b) If on any date of determination the aggregate principal amount of Loans (excluding any Additional Loans) outstanding exceeds the Borrowing Base (such excess amount being referred to herein as, an “Over Advance”), the Borrower shall prepay the Loans in an aggregate amount equal to such Over Advance on such date. Notwithstanding the foregoing, the Borrower shall not be required to make a prepayment pursuant to this Section 2.5(b) so long as (i) the aggregate amount of Over Advances on such date does not exceed $3,000,000, (ii) no Default or Event of Default has occurred and is continuing, (iii) an amount equal to (A) 110% of the aggregate principal amount of Loans (excluding any Additional Loans) outstanding on such date minus (B) the Borrowing Base is deposited by the Borrower on such date in an interest-bearing segregated account subject to the sole dominion and control of the Administrative Agent (the “Over Advance Account”), and (iv) upon the earlier of (A) the next date on which the Borrower is required to deliver to the Administrative Agent a Borrowing Base Certificate pursuant to Section 6.2 and (B) the occurrence of a Default or an Event of Default, the Borrower either (i) directs the Administrative Agent to apply the proceeds in the Over Advance Account equal to the then applicable Over Advances to the prepayment of the Loans (with the remaining balance to be paid to the Borrower in such account designated by the Borrower) or (ii) only to the extent no Over Advance exists on such date, directs the Administrative Agent to (and the Administrative Agent thereafter shall promptly, but in any event within two (2) Business Days of receiving such direction) deposit all amounts in the Over Advance Account to such account designated by the Borrower in writing at such time. (c) If any Indebtedness shall be incurred by any Group Member (excluding any Indebtedness incurred in accordance with Section 7.2), an amount equal to 100% of the Net Cash Proceeds thereof shall be applied on the date of such incurrence toward the to prepayment of the Loans as set forth in Section 2.5(d).clause (c) below; (dii) Amounts if at any time after the second anniversary of the Closing Date any Capital Stock shall be issued by the Borrower or any Subsidiary other than to the Borrower or a Wholly Owned Subsidiary (including in any public, private or “PIPE” transaction), an amount equal to the CRA Ratable Share of 50% of the Net Cash Proceeds thereof shall be applied to prepayment of the Loans as set forth in clause (c) below; (iii) if the Borrower or any Subsidiary (other than an SPE Subsidiary) receives any Realized Proceeds after the Closing Date, an amount equal to the Prepayment Percentage of such Realized Proceeds shall be deposited in the Prepayment Deposit Account, and an amount equal to the CRA Ratable Share thereof shall be applied to prepayment of the Loans as set forth in clause (c) below. For purposes of determining prepayments under this Section 2.4(b)(iii) with respect to Secondary Realized Proceeds, only that portion of any Secondary Realized Proceeds equal to the CRA Ratable Share of the Prepayment Percentage multiplied by the excess of such Secondary Realized Proceeds over the amount of the Retained Cash used to make the applicable Portfolio Investment (if greater than zero) shall be required to be applied to prepayment of the Loans; and (iv) if, for any Fiscal Year of the Borrower (or, in connection with prepayments made the case of Fiscal Year 2010, the portion thereof beginning on July 1, 2010), there shall be Excess Cash Flow, an amount equal to the CRA Ratable Share of the Prepayment Percentage of Excess Cash Flow for such Fiscal Year shall be required to be applied to prepayment of Loans as set forth in clause (c) below; provided that (x) the aggregate amount of funds from any source required to be applied to the repayment of the Loans pursuant to this Section 2.4(b) shall be reduced by an amount equal to the Excess Closing Payment and (y) no prepayment of the Loans shall be required pursuant to this Section 2.4(b) and no deposits in the Prepayment Deposit Account pursuant to Section 2.5 2.4(c) shall be required until the aggregate amount that but for clause (x) above would be required to be applied to the prepayment of the Loans in accordance with Section 2.9. Each prepayment of the Loans under Section 2.5 shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid and the prepayment premium pursuant to this Section 2.62.4(b) exceeds the Excess Closing Payment.

Mandatory Prepayments. (a) If on any date any Group Member 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 on such date toward the prepayment of the Loans as set forth in Section 2.5(d); provided, that, notwithstanding the foregoing, (i) If, after giving effect to any termination or reduction of the aggregate Net Cash Proceeds of Asset Sales and Recovery Events that may be excluded from the foregoing requirement Aggregate Maximum Credit Amounts pursuant to a Reinvestment Notice shall not exceed $250,000 and (ii) on each Reinvestment Prepayment Date, an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied toward the prepayment of the Loans as set forth in Section 2.5(d). (b) If on any date of determination the aggregate principal amount of Loans (excluding any Additional Loans) outstanding exceeds the Borrowing Base (such excess amount being referred to herein as, an “Over Advance”2.06(b), the Borrower shall prepay total Revolving Credit Exposures exceeds the Loans in an aggregate amount equal to such Over Advance on such date. Notwithstanding the foregoingtotal Commitments, then the Borrower shall not be required to make a prepayment pursuant to this Section 2.5(b) so long as (i) the aggregate amount of Over Advances on such date does not exceed $3,000,000, (ii) no Default or Event of Default has occurred and is continuing, (iii) an amount equal to (A) 110% of prepay the aggregate principal amount of Loans (excluding any Additional Loans) outstanding on such date minus (B) the Borrowing Base is deposited by the Borrower on such date in an interest-bearing segregated account subject to the sole dominion and control of the Administrative Agent (the “Over Advance Account”), and (iv) upon the earlier of (A) the next date on which the Borrower is required to deliver to the Administrative Agent a Borrowing Base Certificate pursuant to Section 6.2 and (B) the occurrence of a Default or an Event of Default, the Borrower either (i) directs the Administrative Agent to apply the proceeds in the Over Advance Account equal to the then applicable Over Advances to the prepayment of the Loans (with the remaining balance to be paid to the Borrower in such account designated by the Borrower) or (ii) only to the extent no Over Advance exists on such date, directs the Administrative Agent to (and the Administrative Agent thereafter shall promptly, but in any event within two (2) Business Days of receiving such direction) deposit all amounts in the Over Advance Account to such account designated by the Borrower in writing at such time. (c) If any Indebtedness shall be incurred by any Group Member (excluding any Indebtedness incurred in accordance with Section 7.2), an amount equal to 100% of the Net Cash Proceeds thereof shall be applied Borrowings on the date of such incurrence toward the prepayment termination or reduction in an aggregate principal amount equal to such excess, and (B) if any excess remains after prepaying all of the Loans Borrowings as a result of an LC Exposure, pay to the Administrative Agent on behalf of the Lenders an amount equal to such excess to be held as cash collateral as provided in Section 2.08(j). (ii) Upon any redetermination of the amount of the Borrowing Base in accordance with Section 2.07 (other than Section 2.07(e) or Section 2.07(f)) or adjustment to the amount of the Borrowing Base in accordance with Section 8.13(c), if a Borrowing Base Deficiency exists, then the Borrower shall within 30 days following receipt of the New Borrowing Base Notice in accordance with Section 2.07(d) or the date the adjustment occurs, as applicable, provide written notice (the “Election Notice”) to the Administrative Agent stating the action which the Borrower proposes to remedy such Borrowing Base Deficiency, and the Borrower shall thereafter, at its option, either (A) on the date of delivery of the Election Notice, prepay the Borrowings in an aggregate principal amount sufficient to eliminate such Borrowing Base Deficiency, (B) eliminate such Borrowing Base Deficiency by making five consecutive mandatory prepayments of principal on the Borrowings, each of which shall be in the amount of 1/5th of the amount of such Borrowing Base Deficiency, with each such payment being due on the date that is 30 days, 60 days, 90 days, 120 days and 150 days, respectively, following the Borrower’s receipt of the New Borrowing Base Notice in accordance with Section 2.07(d) or the date the adjustment occurs, as applicable, (C) within 30 days following the delivery of the Election Notice, submit (and pledge as Mortgaged Properties) additional Oil and Gas Properties owned by the Loan Parties for consideration in connection with the determination of the Borrowing Base which the Administrative Agent and the Lenders deem sufficient in their sole discretion to eliminate such Borrowing Base Deficiency, or (D) within 30 days following the delivery of the Election Notice, eliminate such excess through a combination of prepayments and submission of additional Oil and Gas Properties as set forth in Section 2.5(d). subclauses (dA) Amounts and (C) above. If any Borrowing Base Deficiency remains after prepaying all of the Borrowings as a result of LC Exposure, then the Borrower shall pay to the Administrative Agent on behalf of the Lenders an amount equal to such remaining Borrowing Base Deficiency to be applied held as cash collateral as provided in connection with prepayments made pursuant to Section 2.5 2.08(j). The Borrower shall be applied obligated to the prepayment deposit such cash collateral amount within five Business Days following its receipt of the Loans New Borrowing Base Notice in accordance with Section 2.92.07(d) or the date the adjustment occurs, as applicable; provided that all payments required to be made pursuant to this Section 3.04(c)(ii) must be made on or prior to the Termination Date. (iii) Upon any adjustments to the Borrowing Base pursuant to Section 2.07(e) or Section 2.07(f), if the total Revolving Credit Exposures exceeds the Borrowing Base as adjusted, then the Borrower shall (A) prepay the Borrowings in an aggregate principal amount equal to such excess, and (B) if any excess remains after prepaying all of the Borrowings as a result of an LC Exposure, pay to the Administrative Agent on behalf of the Lenders an amount equal to such excess to be held as cash collateral as provided in Section 2.08(j). The Borrower shall be obligated to make such prepayment and/or deposit of cash collateral on the date it or any Subsidiary receives proceeds as a result of such issuance of Permitted Senior Unsecured Notes or disposition; provided that all payments required to be made pursuant to this Section 3.04(c)(iii) must be made on or prior to the Termination Date. (iv) Each prepayment of Borrowings pursuant to this Section 3.04(c) shall be applied, first, ratably to any ABR Borrowings then outstanding, and, second, to any Eurodollar Borrowings then outstanding, and if more than one Eurodollar Borrowing is then outstanding, to such Eurodollar Borrowing in such order as the Borrower may direct. (v) Each prepayment of Borrowings pursuant to this Section 3.04(c) shall be applied ratably to the Loans under included in the prepaid Borrowings. Prepayments pursuant to this Section 2.5 3.04(c) shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid and the prepayment premium pursuant to extent required by Section 2.63.02.

Mandatory Prepayments. (a) If on any date any Group Member 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 on such date toward the prepayment of the Loans as set forth in Section 2.5(d); provided, that, notwithstanding the foregoing, (i) No later than the aggregate Net Cash Proceeds of Asset Sales and Recovery Events that may be excluded from fifth Business Day after the foregoing requirement pursuant to a Reinvestment Notice shall not exceed $250,000 and (ii) date on each Reinvestment Prepayment Date, an amount equal to which the Reinvestment Prepayment Amount financial statements with respect to the relevant Reinvestment Event shall be applied toward the prepayment each Fiscal Year of the Loans as set forth in Borrowers are required to be delivered pursuant to Section 2.5(d5.01(b). , commencing with the Fiscal Year ending on December 31, 2016 (b) If on but not including any date of determination Excess Cash Flow attributable to any period ending prior to the aggregate principal amount of Loans (excluding any Additional Loans) outstanding exceeds the Borrowing Base (such excess amount being referred to herein as, an “Over Advance”Closing Date), the Borrower Borrowers shall prepay the outstanding Term Loans and Additional Term Loans in accordance with clause (vi) of this Section 2.10(b) in an aggregate amount equal to such Over Advance on such date. Notwithstanding the foregoing, the Borrower shall not be required to make a prepayment pursuant to this Section 2.5(b) so long as (i) the aggregate amount of Over Advances on such date does not exceed $3,000,000, (ii) no Default or Event of Default has occurred and is continuing, (iii) an principal amount equal to (A) 11050% of Excess Cash Flow for Holdings and its Subsidiaries on a consolidated basis for the Fiscal Year then ended, minus (B) at the option of the Borrowers, the aggregate principal amount of any Term Loans, Additional Term Loans, Revolving Loans or Additional Revolving Loans prepaid pursuant to Section 2.10(a) prior to such date (excluding any Additional Loanssuch optional prepayments made during such Fiscal Year that were deducted from the amount required to be prepaid pursuant to this Section 2.10(b)(i) outstanding on in the prior Fiscal Year) (in the case of any such date minus (B) the Borrowing Base is deposited by the Borrower on such date in an interest-bearing segregated account subject revolving loans prepaid, to the sole dominion extent accompanied by a permanent reduction in the relevant commitment, and control in the case of all such prepayments, to the extent that such prepayments were not financed with the proceeds of other Indebtedness of the Administrative Agent Borrowers or their Subsidiaries); provided that with respect to any Fiscal Year, such percentage of Excess Cash Flow shall be reduced to 25% of Excess Cash Flow if the Total Leverage Ratio calculated on a Pro Forma Basis as of the last day of such Fiscal Year (the “Over Advance Account”), and (iv) upon the earlier of (A) the next date on which the Borrower is required to deliver but without giving effect to the Administrative Agent a Borrowing Base Certificate pursuant to Section 6.2 and (Bpayment required hereby) the occurrence of a Default shall be less than or an Event of Default, the Borrower either (i) directs the Administrative Agent to apply the proceeds in the Over Advance Account equal to the then applicable Over Advances 3.50 to the prepayment of the Loans (with the remaining balance to be paid to the Borrower in such account designated by the Borrower) or 1.00. (ii) only to No later than the extent no Over Advance exists on such datefifth Business Day following the receipt by Holdings or any Subsidiary of Net Proceeds in respect of any Prepayment Asset Sale or Net Insurance/Condemnation Proceeds, directs in each case, in excess of $2,500,000 in the Administrative Agent to (and the Administrative Agent thereafter shall promptly, but aggregate in any event within two (2) Business Days of receiving such direction) deposit all amounts in Fiscal Year, the Over Advance Account to such account designated by the Borrower in writing at such time. (c) If any Indebtedness Borrowers shall be incurred by any Group Member (excluding any Indebtedness incurred in accordance with Section 7.2), apply an amount equal to 100% of the Net Cash Proceeds or Net Insurance/Condemnation Proceeds received with respect thereto in excess of such thresholds to prepay the outstanding principal amount of Term Loans and Additional Term Loans in accordance with clause (vi) of this Section 2.10(b); provided that if prior to the date any such prepayment is required to be made, the Borrower Representative notifies the Administrative Agent of the Borrowers’ intention to reinvest such Net Proceeds or Net Insurance/Condemnation Proceeds in assets used or useful in the business of the Combined Group, then so long as no Event of Default then exists, the Borrowers shall not be required to make a mandatory prepayment under this clause (ii) in respect of such Net Proceeds or Net Insurance/Condemnation Proceeds to the extent such Net Proceeds or Net Insurance/Condemnation Proceeds are so reinvested within 12 months following receipt thereof, or if Holdings, any Borrower or any of Holdings’ Subsidiaries has committed to so reinvest such Net Proceeds or Net Insurance/Condemnation Proceeds during such 12-month period and such Net Proceeds or Net Insurance/Condemnation Proceeds are so reinvested within six months after the expiration of such 12-month period; provided, however, that if any Net Proceeds or Net Insurance/Condemnation Proceeds have not been so reinvested prior to the expiration of the applicable period, the Borrowers shall promptly prepay Term Loans in an amount equal to the Net Proceeds or Net Insurance/Condemnation Proceeds not so reinvested as set forth above (without regard to the immediately preceding proviso); provided, further, that if, at the time that any such prepayment would be required hereunder, the Borrowers are required to offer to repurchase any other Indebtedness secured on a pari passu basis (or any Refinancing Indebtedness in respect thereof that is secured on a pari passu basis with the Obligations) pursuant to the terms of the documentation governing such Indebtedness with Net Proceeds (such Indebtedness (or Refinancing Indebtedness in respect thereof) required to be offered to be so repurchased, the “Other Applicable Indebtedness”), then the Borrowers may apply such Net Proceeds or Net Insurance/Condemnation Proceeds on a pro rata basis to the prepayment of the Term Loans and Additional Term Loans and to the repurchase or prepayment of the Other Applicable Indebtedness (determined on the basis of the aggregate outstanding principal amount of the Term Loans, Additional Term Loans and Other Applicable Indebtedness (or accreted amount if such Other Applicable Indebtedness is issued with OID) at such time; provided that the portion of such Net Proceeds or Net Insurance/Condemnation Proceeds allocated to the Other Applicable Indebtedness shall not exceed the amount of such Net Proceeds or Net Insurance/Condemnation Proceeds required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such Net Proceeds or Net Insurance/Condemnation Proceeds shall be applied on allocated to the Term Loans and Additional Term Loans in accordance with the terms hereof), and the amount of prepayment of the Term Loans and Additional Term Loans that would have otherwise been required pursuant to this Section 2.10(b)(ii) shall be reduced accordingly; provided, further, that to the extent the holders of the Other Applicable Indebtedness decline to have such Indebtedness repurchased, the declined amount shall promptly (and in any event within ten Business Days after the date of such rejection) be applied to prepay the Term Loans and Additional Term Loans in accordance with the terms hereof. (iii) In the event that Holdings or any of its Subsidiaries shall receive Net Proceeds from the issuance or incurrence toward of Indebtedness of Holdings or any of its Subsidiaries (other than with respect to Indebtedness permitted under Section 6.01, except to the prepayment extent constituting Refinancing Indebtedness incurred to refinance all or a portion of the Term Loans as set forth or Additional Term Loans pursuant to Section 6.01(p) or Replacement Term Loans incurred to refinance Term Loans or Additional Term Loans in accordance with the requirements of Section 2.5(d9.02(c)), the Borrowers shall, substantially simultaneously with (and in any event not later than the next succeeding Business Day) the receipt of such Net Proceeds by Holdings or such Subsidiary, apply an amount equal to 100% of such Net Proceeds to prepay the outstanding principal amount of Term Loans and Additional Term Loans in accordance with clause (vi) of this Section 2.10(b). (div) Amounts Notwithstanding any provision under this Section 2.10(b) to the contrary, (A) any amounts that would otherwise be required to be paid by the Borrowers pursuant to Section 2.10(b)(i) or (ii) above shall not be required to be so prepaid to the extent any such Excess Cash Flow is generated by a Foreign Subsidiary, such Prepayment Asset Sale is consummated by a Foreign Subsidiary, such Net Insurance/Condemnation Proceeds are received by a Foreign Subsidiary, as the case may be, for so long as the repatriation to the United States of any such amounts would be prohibited under any Requirement of Law (the applicable Borrower agreeing to cause the applicable Foreign Subsidiary to promptly take all actions commercially reasonably required by the applicable local law to permit such repatriation), and once such repatriation of any of such affected Net Proceeds, Net Insurance/Condemnation Proceeds or Excess Cash Flow is permitted under the applicable Requirement of Law, such repatriation will be immediately effected and such repatriated Net Proceeds, Net Insurance/Condemnation Proceeds or Excess Cash Flow will be promptly (and in any event not later than two Business Days after such repatriation) applied (net of additional Taxes (including any Tax Distributions) payable or reserved against as a result thereof) to the repayment of the Term Loans and Additional Term Loans pursuant to this Section 2.10(b) to the extent provided herein; and (B) if the Borrower Representative determines in good faith that the repatriation to the United States of any amounts required to mandatorily prepay the Term Loans and Additional Term Loans pursuant to Section 2.10(b)(i) or (ii) above would result in adverse Tax consequences, taking into account any foreign Tax credit or benefit actually realized in connection with such repatriation (such amount, a “Restricted Amount”), as reasonably determined by the Borrower Representative, the amount the Borrowers shall be required to mandatorily prepay pursuant to Section 2.10(b)(i) or (ii) above, as applicable, shall be reduced by the Restricted Amount until such time as it may repatriate to the United States such Restricted Amount without incurring such adverse Tax liability; provided that, in the case of this clause (B), on or before the date on which any Net Proceeds or Net Insurance/Condemnation Proceeds so retained would otherwise have been required to be applied in connection with to reinvestments or prepayments made pursuant to this Section 2.5 2.10(b), (x) the Borrowers shall apply an amount equal to such Net Proceeds or Net Insurance/Condemnation Proceeds to such reinvestments or prepayments as if such Net Proceeds or Net Insurance/Condemnation Proceeds had been received by the Borrowers rather than such Foreign Subsidiary, less the amount of additional Taxes (including any Tax Distributions) that would have been payable or reserved against it if such Net Proceeds or Net Insurance/Condemnation Proceeds had been repatriated to the United States by such Foreign Subsidiary or (y) such Net Proceeds or Net Insurance Condemnation Proceeds shall be applied to the repayment of Indebtedness of the applicable Foreign Subsidiary; provided, further, that to the extent that the repatriation of any Net Proceeds, Net Insurance/Condemnation Proceeds or Excess Cash Flow from such Foreign Subsidiary would no longer have an adverse Tax consequence, an amount equal to the Net Proceeds, Net Insurance/Condemnation Proceeds or Excess Cash Flow, as applicable, not previously applied pursuant to preceding clauses (x) and (y), shall be promptly applied to the repayment of the Term Loans and Additional Term Loans pursuant to Section 2.10(b) as otherwise required above (without regard to this clause (iv)). (v) Each Lender may elect, by notice to the Administrative Agent at or prior to the time and in the manner specified by the Administrative Agent, prior to any prepayment of Term Loans and Additional Term Loans required to be made by the Borrowers pursuant to this Section 2.10(b), to decline all (but not a portion) of its Applicable Percentage of such prepayment (such declined amounts, the “Declined Proceeds”), in which case such Declined Proceeds may be retained by the Borrowers and shall be added (without duplication) to the calculation of the Available Amount in accordance with the definition thereof; provided, further, that, for the avoidance of doubt, no Lender may reject any prepayment made under Section 2.10(b)(iii) above to the extent constituting Refinancing Indebtedness incurred to refinance all or a portion of the Term Loans or Additional Term Loans pursuant to Section 6.01(p) or Replacement Term Loans incurred to refinance Term Loans or Additional Term Loans in accordance with the requirements of Section 2.99.02(c). If a Lender fails to deliver a notice of election declining receipt of its Applicable Percentage of such mandatory prepayment to the Administrative Agent within the time frame specified by the Administrative Agent, any such failure will be deemed to constitute an acceptance of such Lender’s Applicable Percentage of the total amount of such mandatory prepayment of Term Loans and Additional Term Loans. (vi) Except as may otherwise be set forth in any amendment to this Agreement in connection with any Additional Term Loan, (A) each prepayment of Term Loans pursuant to this Section 2.10(b) shall be applied ratably to each Class of Term Loans (based upon the then outstanding principal amounts of the respective Classes of Term Loans) (provided that any prepayment of Term Loans constituting Refinancing Indebtedness incurred to refinance all or a portion of the Term Loans pursuant to Section 6.01(p) or Replacement Term Loans incurred to refinance Term Loans in accordance with the requirements of Section 9.02(c) shall be applied solely to each applicable Class of refinanced or replaced Term Loans), (B) with respect to each Class of Term Loans, all accepted prepayments under Section 2.10(b)(i), (ii) or (iii) shall be applied first against the next 6 scheduled installments of principal due in respect of the Term Loans in direct order of maturity until such installments are paid in full and then against remaining scheduled installments of principal due in respect of the Term Loans on a pro rata basis, and (C) each such prepayment shall be paid to the Term Lenders in accordance with their respective Applicable Percentage. The amount of such mandatory prepayments shall be applied on a pro rata basis to the then outstanding Term Loans being prepaid irrespective of whether such outstanding Loans are ABR Loans or LIBO Rate Loans; provided that the amount thereof shall be applied first to ABR Loans to the full extent thereof before application to the LIBO Rate Loans. (vii) In the event and on each Business Day on which the Aggregate Revolving Credit Exposure exceeds the Total Revolving Credit Commitments, the Borrowers shall prepay the Revolving Loans or Swingline Loans and/or reduce LC Exposure, in an aggregate amount equal to such excess by taking any of the following actions as it shall determine at its sole discretion: (A) prepayment of Revolving Loans or Swingline Loans or (B) with respect to such excess LC Exposure, deposit of Cash in the LC Collateral Account or “backstopping” or replacement of such Letters of Credit, in each case, in an amount equal to 103% of such excess LC Exposure (but in any event, such payments of Revolving Loans or Swingline Loans and such deposits of Cash or “backstopping” or replacements of Letters of Credit shall in the aggregate be equal to such excess) and pursuant to arrangements (and with “backstop” letter of credit issuers) reasonably acceptable to the applicable Issuing Banks. (viii) The Borrower Representative shall deliver to the Administrative Agent, at the time of each prepayment required under Section 2.10(b)(i), (ii) or (iii), a certificate signed by a Responsible Officer of the Borrower Representative setting forth in reasonable detail the calculation of the amount of such prepayment. Each prepayment such certificate shall specify the Borrowings being prepaid and the principal amount of the Loans under Section 2.5 each Borrowing (or portion thereof) to be prepaid. Prepayments shall be accompanied by accrued interest to the date as required by Section 2.12. All prepayments of such prepayment on the amount prepaid and the prepayment premium pursuant Borrowings under this Section 2.10(b) shall be subject to Section 2.62.11(e) (in the case of prepayments under clause (iii) above as part of a Repricing Transaction) and Section 2.15, but shall otherwise be without premium or penalty.

Mandatory Prepayments. (a) If Promptly (and in any event within two Business Days) after the consummation by any Credit Party of any Asset Disposition pursuant to Section 9.5 that creates a Borrowing Base Deficiency (or increase in any existing Borrowing Base Deficiency) pursuant to Section 4.6, Borrower shall (i) apply a portion of the Net Cash Proceeds equal to such Borrowing Base Deficiency (or increase in any previously existing Borrowing Base Deficiency) as a mandatory prepayment on the Loans and (ii) if a Borrowing Base Deficiency remains after prepaying all of the Loans as a result of Letter of Credit Exposure, deposit with Administrative Agent on behalf of the Banks an amount equal to such Borrowing Base Deficiency (or increase in any previously existing Borrowing Base Deficiency) to be held as cash collateral to the extent required pursuant to Section 2.1(b); provided that the Borrowing Base Deficiency must be eliminated on or prior to the Termination Date. Notwithstanding the foregoing, if an Event of Default exists on the date of the consummation of any Group Member shall receive Asset Disposition, then, unless Required Banks and Borrower agree otherwise, all Net Cash Proceeds from any such Asset Sale or Recovery Event then, unless a Reinvestment Notice shall be delivered in respect thereof, such Net Cash Proceeds Disposition shall be applied as a mandatory prepayment on such date toward the prepayment of the Loans as set forth in accordance with Section 2.5(d); 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 not exceed $250,000 and (ii) on each Reinvestment Prepayment Date, an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied toward the prepayment of the Loans as set forth in Section 2.5(d3.2(c). (b) If on Promptly (and in any date event within two Business Days) after the incurrence or issuance by any Credit Party of determination the aggregate principal amount of Loans (excluding any Permitted Additional Loans) outstanding exceeds the Debt that creates a Borrowing Base (such excess amount being referred Deficiency pursuant to herein asSection 4.7, an “Over Advance”), the Borrower shall (i) prepay the Loans in an aggregate principal amount equal to such Over Advance Borrowing Base Deficiency, and (ii) if a Borrowing Base Deficiency remains after prepaying all of the Loans as a result of Letter of Credit Exposure, deposit with Administrative Agent on behalf of the Banks an amount equal to such dateBorrowing Base Deficiency to be held as cash collateral to the extent required pursuant to Section 2.1(b); provided that the Borrowing Base Deficiency must be eliminated on or prior to the Termination Date. Notwithstanding the foregoing, the Borrower shall not be required to make a prepayment pursuant to this Section 2.5(b) so long as (i) the aggregate amount of Over Advances on such date does not exceed $3,000,000, (ii) no Default or if an Event of Default has occurred and is continuing, (iii) an amount equal to (A) 110% of the aggregate principal amount of Loans (excluding any Additional Loans) outstanding on such date minus (B) the Borrowing Base is deposited by the Borrower on such date in an interest-bearing segregated account subject to the sole dominion and control of the Administrative Agent (the “Over Advance Account”), and (iv) upon the earlier of (A) the next date on which the Borrower is required to deliver to the Administrative Agent a Borrowing Base Certificate pursuant to Section 6.2 and (B) the occurrence of a Default or an Event of Default, the Borrower either (i) directs the Administrative Agent to apply the proceeds in the Over Advance Account equal to the then applicable Over Advances to the prepayment of the Loans (with the remaining balance to be paid to the Borrower in such account designated by the Borrower) or (ii) only to the extent no Over Advance exists on such date, directs the Administrative Agent to (and the Administrative Agent thereafter shall promptly, but in any event within two (2) Business Days of receiving such direction) deposit all amounts in the Over Advance Account to such account designated by the Borrower in writing at such time. (c) If any Indebtedness shall be incurred by any Group Member (excluding any Indebtedness incurred in accordance with Section 7.2), an amount equal to 100% of the Net Cash Proceeds thereof shall be applied on the date of such the incurrence toward the prepayment or issuance of the Loans as set forth in Section 2.5(d). (d) Amounts to be applied in connection with prepayments made pursuant to Section 2.5 Permitted Additional Debt, then, unless Required Banks and Borrower agrees otherwise, all proceeds from any such Permitted Additional Debt shall be applied to the as a mandatory prepayment of on the Loans in accordance with Section 2.9. Each prepayment 3.2(c). (c) Upon any termination or reduction of the Aggregate Maximum Credit Amount pursuant to Section 2.9 or any reduction in the Aggregate Elected Commitment Amount pursuant to Section 2.15(f) that results in the Outstanding Revolving Credit exceeding the Total Commitment, on the effective date of any such termination or reduction, Borrower shall prepay the Loans (together with accrued interest thereon) in an amount sufficient to cause the Outstanding Revolving Credit to be equal to or less than the Total Commitment as thereby reduced (and Administrative Agent shall distribute to each Bank in like funds that portion of any such payment as is required to cause the principal balance of the Loans under Section 2.5 held by such Bank to be not greater than its Commitment as thereby reduced), and any such payment shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid and the prepayment premium pursuant to amounts due under Section 2.63.3).

Mandatory Prepayments. (a) If On each date on which any date any Group Member 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 on such date toward the prepayment of the Loans Commitments are reduced or terminated pursuant to Section 2.08 or Section 2.09, the Borrower shall repay or prepay such principal amount of the outstanding Advances of such Class of Commitments (together with interest accrued thereon and any amount due under Section 8.05), if any, as set forth in Section 2.5(d); provided, that, notwithstanding the foregoing, (i) may be necessary so that after such payment the aggregate Net Cash Proceeds unpaid principal amount of Asset Sales and Recovery Events that may be excluded from the foregoing requirement pursuant to a Reinvestment Notice shall Advances of such Class of Commitments does not exceed $250,000 and (ii) on each Reinvestment Prepayment Date, an the aggregate amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied toward the prepayment of the Loans such Commitments as set forth in Section 2.5(d)then reduced. (b) If on In the event that the aggregate Revolving Credit Exposure at any date one time outstanding shall at any time exceed the aggregate amount of determination the Revolver Commitments of all of the Revolver Lenders at such time and/or the aggregate Multicurrency Credit Exposure at any one time outstanding shall at any time exceed the aggregate amount of the Multicurrency Commitments of all of the Multicurrency Lenders at such time, the Borrower shall immediately repay so much of the Advances as is necessary in order that the aggregate principal amount of Loans (excluding any Additional Loans) outstanding exceeds the Borrowing Base (such excess amount being referred to herein asAdvances thereafter outstanding, an “Over Advance”), the Borrower shall prepay the Loans in an aggregate amount equal to such Over Advance on such date. Notwithstanding the foregoing, the Borrower shall not be required to make a prepayment pursuant to this Section 2.5(b) so long as (i) exceed the aggregate amount of Over Advances on such date does not exceed $3,000,000, (ii) no Default or Event the Revolver Commitments of Default has occurred and is continuing, (iii) an amount equal to (A) 110% all of the aggregate principal amount Revolving Lenders at such time and/or the Multicurrency Commitments of Loans (excluding any Additional Loans) outstanding on such date minus (B) the Borrowing Base is deposited by the Borrower on such date in an interest-bearing segregated account subject to the sole dominion and control all of the Administrative Agent (the “Over Advance Account”), and (iv) upon the earlier of (A) the next date on which the Borrower is required to deliver to the Administrative Agent a Borrowing Base Certificate pursuant to Section 6.2 and (B) the occurrence of a Default or an Event of Default, the Borrower either (i) directs the Administrative Agent to apply the proceeds in the Over Advance Account equal to the then applicable Over Advances to the prepayment of the Loans (with the remaining balance to be paid to the Borrower in such account designated by the Borrower) or (ii) only to the extent no Over Advance exists on such date, directs the Administrative Agent to (and the Administrative Agent thereafter shall promptly, but in any event within two (2) Business Days of receiving such direction) deposit all amounts in the Over Advance Account to such account designated by the Borrower in writing Multicurrency Lenders at such time. (c) If On each Determination Date, the Multicurrency Agent shall determine the Multicurrency Credit Exposure. For the purpose of this determination, the outstanding principal amount of any Indebtedness Advance that is denominated in an Agreed Foreign Currency shall be incurred by deemed to be the Dollar Equivalent of the amount in the Agreed Foreign Currency of such Advance, determined as of such Determination Date. Upon making such determination, the Multicurrency Agent shall promptly notify the Multicurrency Lenders and the Administrative Agent thereof. (d) If on any Group Member (excluding any Indebtedness incurred in accordance with Section 7.2), an amount equal to 100Determination Date the aggregate Multicurrency Credit Exposure exceeds 105% of the Net Cash Proceeds thereof aggregate amount of the Multicurrency Commitments as then in effect, the Borrower shall prepay the Multicurrency Loans within 4 Business Days following the Borrower’s receipt of such request in such amounts as shall be applied necessary so that after giving effect thereto the aggregate Multicurrency Credit Exposure does not exceed the Multicurrency Commitments. (e) In the event that the aggregate Credit Exposure of all of the Lenders shall at any time exceed the Borrowing Base (including as a result of a change of Borrowing Base calculation to limit such calculation to Unrestricted Cash and Cash Equivalents, as contemplated by the definition of Borrowing Base), the Borrower shall immediately repay so much of the Advances as is necessary such that the aggregate Credit Exposure of all of the Lenders shall not exceed the Borrowing Base. (f) Following the Termination Date, Borrower shall ratably repay the Advances under the Revolver Commitments and Multicurrency Commitments such that (i) at least 15% of the aggregate principal amount of the Advances outstanding on the Termination Date shall be repaid by the end of the third month following the Termination Date, (ii) at least 40% of the aggregate principal amount of the Advances outstanding on the Termination Date shall be repaid by the end of the sixth month following the Termination Date, (iii) at least 60% of the aggregate principal amount of Advances outstanding on the Termination Date shall be repaid by the end of the ninth month following the Termination Date, and (iv) the remaining aggregate principal amount of Advances then outstanding shall be repaid on the first anniversary of the Termination Date. (g) If at any time (i) the Administrative Agent on behalf of the Secured Parties does not own or have a valid and perfected first priority security interest in any Eligible Investment or (ii) any representation or warranty with respect to any Eligible Investment included in the Borrowing Base is not true and correct in all material respects (without duplication of any materiality qualifier contained therein), then upon the earlier of the Borrower’s receipt of notice from the Administrative Agent or the Borrower becoming aware thereof, the Borrower, in its sole discretion, shall either (x) repay the Advances outstanding (together with any amounts owing under Article VIII relating to such repayment) to the extent required by this Section 2.11 after giving effect to the exclusion of such ineligible Portfolio Investment from the Borrowing Base, or (y) substitute an Eligible Investment for such ineligible Portfolio Investment; provided that no such substitution shall be permitted unless (1) such substitute Portfolio Investment is an Eligible Investment on the date of substitution, (2) after giving effect to the inclusion of the substitute Eligible Investment, no repayment of any Advances outstanding shall be required under this Section 2.11 (after giving effect to the exclusion of such ineligible Portfolio Investment from the Borrowing Base), (3) all representations and warranties of the Borrower contained in Article IV shall be true and correct, in all material respects (without duplication of any materiality qualifier contained therein), as of the date of substitution, (4) all actions or additional actions (if any) necessary to perfect the security interest of the Administrative Agent in such substitute Portfolio Investment and related Collateral shall have been taken as of or prior to the date of substitution and (5) the Borrower shall deliver to the Administrative Agent on the date of such incurrence toward the prepayment substitution (A) a certificate of a Responsible Officer certifying that each of the Loans foregoing is true and correct as set forth in Section 2.5(dof such date and (B) a Borrowing Base Certification Report (including a calculation of the Borrowing Base after giving effect to such substitution). (dh) Amounts to be applied in connection with prepayments Any repayment or prepayment made pursuant to this Section 2.5 shall not affect the Borrower’s obligation to continue to make payments under any Hedging Agreement, which shall remain in full force and effect notwithstanding such repayment or prepayment, subject to the terms of such Hedging Agreement. (i) Any repayment or prepayment made pursuant to this Section shall be in cash without any prepayment premium or penalty (but including all breakage or similar costs) on the customary terms of the Applicable Agent. (j) Each prepayment required to be made pursuant to this Section 2.11 shall be made in Dollars, unless otherwise directed by the Borrower prior to such prepayment, until all outstanding Advances denominated in Dollars have been fully repaid, then, to the extent necessary, any additional prepayments required to be made pursuant to this Section 2.11 shall be made in such Agreed Foreign Currencies corresponding to Multicurrency Advances denominated in such Agreed Foreign Currencies. Subject to Section 2.12(f), each prepayment in Dollars pursuant to this Section 2.11, shall be applied: (i) first, to any Swing Advances outstanding; and (ii) second, ratably based upon the Applicable Outstanding Dollar Percentages of the several Lenders of such Base Rate Advances and Index Euro-Dollar Advances, as the case may be, (x) first, to Base Rate Advances and (y) second, to Index Euro-Dollar Advances. Each prepayment in an Agreed Foreign Currency shall be applied to ratably among the prepayment Multicurrency Lenders based upon the Applicable Multicurrency Percentage of the Loans in accordance with several Multicurrency Lenders. In the event the Borrower is required to make any concurrent prepayments under both paragraphs (b) or (d) and also another paragraph of this Section 2.9. Each prepayment of the Loans under Section 2.5 2.11, any such prepayments shall be accompanied by accrued interest to the date of such applied toward a prepayment on the amount prepaid and the prepayment premium pursuant to paragraphs (b) and (d) before any prepayment pursuant to any other paragraph of this Section 2.62.11.

Mandatory Prepayments. (a) If Indebtedness is incurred by Parent, the Borrower or any of its Restricted Subsidiaries (other than Indebtedness permitted under Section 6.2), then no later than two Business Days after the date of such issuance or incurrence, an amount equal to 100% of the Net Cash Proceeds thereof shall be applied to the prepayment of the Term Loans (together with accrued and unpaid interest thereon) as set forth in Section 2.15(e). The provisions of this Section do not constitute a consent to the incurrence of any Indebtedness by Parent, the Borrower or any of its Restricted Subsidiaries. (b) If on any date Parent, the Borrower or any Group Member 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, no later than five Business Days (or, if a Default or Event of Default has occurred and is continuing, three Business Days) after the date of receipt by Parent, the Borrower or any of its Restricted Subsidiaries of such Net Cash Proceeds, an amount equal to the amount of such Net Cash Proceeds shall be applied on such date toward to the prepayment of the Term Loans (together with accrued and unpaid interest thereon) as set forth in Section 2.5(d2.15(e); provided, that, provided that (i) 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 not exceed $250,000 and (ii) on each Reinvestment Prepayment Date, Date an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied toward to the prepayment of the Term Loans (together with accrued interest thereon), (ii) the provisions of this Section do not constitute a consent to the consummation of any Disposition not permitted by Section 6.5 and (iii) if at the time that any such prepayment would be required, the Borrower is required to, or to offer to, repurchase or redeem or repay or prepay Permitted Term Loan Refinancing Indebtedness that is secured on a pari passu basis with the Obligations pursuant to the terms of the documentation governing such Indebtedness with proceeds of such Asset Sale or Recovery Event (such Permitted Term Loan Refinancing Indebtedness required to be offered to be so repurchased, “Other Applicable Indebtedness”)), then the Borrower may apply such Net Cash Proceeds on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Term Loans and Other Applicable Indebtedness at such time; provided, that the portion of such net proceeds allocated to the Other Applicable Indebtedness shall not exceed the amount of such net proceeds required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such net proceeds shall be allocated to the Term Loans in accordance with the terms hereof) to the prepayment of the Term Loans and to the repurchase or repayment of Other Applicable Indebtedness, and the amount of the prepayment of the Term Loans that would have otherwise been required pursuant to this Section 2.15(b) shall be reduced accordingly; provided further, that to the extent the holders of Other Applicable Indebtedness decline to have such indebtedness repurchased or repaid with such net proceeds, the declined amount of such net proceeds shall promptly (and in any event within 10 Business Days after the date of such rejection) be applied to prepay the Term Loans in accordance with the terms hereof (to the extent such net proceeds would otherwise have been required to be so applied if such Other Applicable Indebtedness was not then outstanding). (c) If, for any Excess Cash Flow Period, there shall be Excess Cash Flow, then, on the relevant Excess Cash Flow Application Date, the Borrower shall apply an amount equal to (i) the ECF Percentage of such Excess Cash Flow minus (ii) the Optional Prepayment Amount (if any) for such Excess Cash Flow Period to the prepayment of the Term Loans (together with accrued interest thereon), as set forth in Section 2.5(d2.15(e). Each such prepayment and commitment reduction shall be made on a date (an “Excess Cash Flow Application Date”) no later than ten days after the earlier of (i) the date on which the financial statements of the Borrower referred to in Section 5.1(a), for the fiscal year with respect to which such prepayment is made, are required to be delivered to the Lenders and (ii) the date such financial statements are actually delivered. (d) The Borrower shall apply, on a dollar-for-dollar basis, all of the Net Cash Proceeds of any Replacement Term Loans and the Net Cash Proceeds of any Permitted Term Loan Refinancing Indebtedness (that is incurred to refinance Term Loans) to the repayment of Term Loans to be repaid from such Net Cash Proceeds on the date such Net Cash Proceeds are received. Any such prepayment of Term Loans of a Class shall be paid ratably to the holders of such Class and shall be applied to the remaining Term Loans of such Class in the order specified in Section 2.13(b)(ii). (be) If on any date Amounts to be applied pursuant to this Section 2.15 shall be applied first to reduce outstanding ABR Loans of determination the aggregate principal amount applicable Class. Any amounts remaining after each such application shall be applied to prepay Eurodollar Loans of Loans (excluding any Additional Loans) outstanding exceeds the Borrowing Base (such excess amount being referred to herein asClass; provided, an “Over Advance”)however, that the Borrower shall prepay may elect (except in the Loans in an aggregate amount equal to such Over Advance on such date. Notwithstanding the foregoing, the Borrower shall not be required to make case of a prepayment pursuant to Section 2.15(d)) that the remainder of such prepayments not applied to prepay ABR Loans be deposited in a collateral account pledged to the Administrative Agent to secure the Obligations (the “Collateral Account”) and applied thereafter to prepay the Eurodollar Loans on the last day of the next expiring Interest Period for Eurodollar Loans; provided that (A) interest shall continue to accrue thereon at the rate otherwise applicable under this Section 2.5(bAgreement to the Eurodollar Loan in respect of which such deposit was made, until such amounts are applied to prepay such Eurodollar Loan, and (B) so long as (i) the aggregate amount of Over Advances on such date does not exceed $3,000,000, (ii) no Default or Event of at any time while a Default has occurred and is continuing, (iii) an amount equal to (A) 110% of the aggregate principal amount of Loans (excluding any Additional Loans) outstanding on such date minus (B) the Borrowing Base is deposited by the Borrower on such date in an interest-bearing segregated account subject to the sole dominion and control of the Administrative Agent may, and upon written direction from the Required Lenders, shall apply any or all of such amounts to the payment of Eurodollar Loans. (f) Notwithstanding any other provisions of Section 2.15 to the extent any or all of the Net Cash Proceeds of any Asset Sale by a Foreign Subsidiary (“Over Advance AccountForeign Asset Sale”), and the Net Cash Proceeds of any Casualty Event received by a Foreign Subsidiary (iv) upon “Foreign Recovery Event”), the earlier Net Cash Proceeds of (A) any incurrence of Indebtedness by a Foreign Subsidiary to the next date on which the Borrower is extent required to deliver to repay the Administrative Agent a Borrowing Base Certificate Term Loans pursuant to Section 6.2 2.15(a) (“Foreign Indebtedness Event”) or Excess Cash Flow attributable to Foreign Subsidiaries, are prohibited or delayed by any applicable local law (including, without limitation, financial assistance, corporate benefit restrictions on upstreaming of cash intra group and (Bthe fiduciary and statutory duties of the directors of such Foreign Subsidiary) from being repatriated or passed on to or used for the occurrence benefit of a Default the Borrower or an Event any applicable Domestic Subsidiary or if the Borrower has determined in good faith that repatriation of Defaultany such amount to the Borrower or any applicable Domestic Subsidiary would have material adverse tax consequences with respect to such amount, the portion of such Net Cash Proceeds or Excess Cash Flow so affected will not be required to be applied to prepay the Term Loans at the times provided in this Section 2.15 but may be retained by the applicable Foreign Subsidiary so long, but only so long, as the applicable local law will not permit repatriation or the passing on to or otherwise using for the benefit of the Borrower either or the applicable Domestic Subsidiary, or the Borrower believes in good faith that such material adverse tax consequence would result, and once such repatriation of any of such affected Net Cash Proceeds or Excess Cash Flow is permitted under the applicable local law or the Borrower determines in good faith such repatriation would no longer would have such material adverse tax consequences, such repatriation will be promptly effected and such repatriated Net Cash Proceeds or Excess Cash Flow will be promptly (iand in any event not later than five Business Days after such repatriation) directs the Administrative Agent applied (net of additional taxes payable or reasonably estimated to apply the proceeds in the Over Advance Account equal to the then applicable Over Advances be payable as a result thereof) to the prepayment of the Term Loans pursuant to Section 2.15 (with provided that no such prepayment of the remaining balance Term Loans pursuant to Section 2.15 shall be required in the case of any such Net Cash Proceeds or Excess Cash Flow the repatriation of which the Borrower believes in good faith would result in material adverse tax consequences, if on or before the date on which such Net Cash Proceeds so retained would otherwise have been required to be paid applied to reinvestments or prepayments pursuant to a Reinvestment Notice (or such Excess Cash Flow would have been so required if it were Net Cash Proceeds), (x) the Borrower in such account designated by the Borrower) or (ii) only to the extent no Over Advance exists on such date, directs the Administrative Agent to (and the Administrative Agent thereafter shall promptly, but in any event within two (2) Business Days of receiving such direction) deposit all amounts in the Over Advance Account to such account designated by the Borrower in writing at such time. (c) If any Indebtedness shall be incurred by any Group Member (excluding any Indebtedness incurred in accordance with Section 7.2), applies an amount equal to 100% the amount of such Net Cash Proceeds or Excess Cash Flow to such reinvestments or prepayments as if such Net Cash Proceeds or Excess Cash Flow had been received by the Borrower rather than such Foreign Subsidiary, less the amount of additional taxes that would have been payable or reserved against if such Net Cash Proceeds or Excess Cash Flow had been repatriated (or, if less, the Net Cash Proceeds thereof shall or Excess Cash Flow that would be applied on the date of calculated if received by such incurrence toward the prepayment of the Loans as set forth in Section 2.5(d). Foreign Subsidiary) or (dy) Amounts to be applied in connection with prepayments made pursuant to Section 2.5 shall be such Net Cash Proceeds or Excess Cash Flow are applied to the prepayment repayment of the Loans in accordance with Section 2.9. Each prepayment Indebtedness of the Loans under Section 2.5 shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid and the prepayment premium pursuant to Section 2.6a Foreign Subsidiary).

Mandatory Prepayments. (a) If on at any date any Group Member 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 on such date toward time prior to the prepayment occurrence of the Loans as set forth in Section 2.5(d); provided, that, notwithstanding the foregoing, Release of Security Date (i) the sum of the aggregate Net Cash Proceeds outstanding principal amount of Asset Sales the Revolving Credit Loans, the Swing Loans and Recovery Events that may be excluded from the foregoing requirement pursuant Letter of Credit Liabilities exceeds the lesser of (A) the Total Revolving Credit Commitment or (B) the Pool Availability, or (ii) the sum of the aggregate outstanding principal amount of the Revolving Credit Loans, the Swing Loans, the Term Loans and the Letter of Credit Liabilities exceeds the lesser of (A) the Total Commitment or (B) the Pool Availability, then the Borrower shall, within fifteen (15) calendar days of such occurrence, pay the amount of such excess to a Reinvestment Notice shall not exceed $250,000 the Agent for the respective accounts of the Revolving Credit Lenders (in the case of clause (i)(A)) or all of the Lenders (in the case of clauses (i)(B) and (ii) on each Reinvestment Prepayment Date)), an amount equal as applicable, for application to the Reinvestment Prepayment Amount Revolving Credit Loans and, Swing Loans and Term Loans as provided in §3.4, together with respect any additional amounts payable pursuant to §4.7, except that the amount of any Swing Loans shall be paid solely to the relevant Reinvestment Event Swing Loan Lender for application to the Revolving Credit Loans and Swing Loans as provided in §3.4, together with any additional amounts payable pursuant to §4.7, except that the amount of any Swing Loans shall be applied toward paid solely to the prepayment of the Loans as set forth in Section 2.5(d)Swing Loan Lender. (b) If on In the event there shall have occurred a casualty with respect to any date of determination Pool Property and the aggregate principal amount of Borrower or any Subsidiary Guarantor is required to repay the Loans (excluding any Additional Loans) outstanding exceeds pursuant to §7.7 or a Taking and the Borrowing Base (such excess amount being referred Borrower is required to herein as, an “Over Advance”)repay the Loans pursuant to §7.7, the Borrower shall prepay the Loans in an aggregate amount equal to such Over Advance on such date. Notwithstanding the foregoing, the Borrower shall not be required to make a prepayment pursuant to this Section 2.5(b) so long as (i) the aggregate amount of Over Advances on such date does not exceed $3,000,000, (ii) no Default or Event of Default has occurred and is continuing, (iii) an amount equal to (A) 110% of the aggregate principal amount of Loans (excluding any Additional Loans) outstanding on such date minus (B) the Borrowing Base is deposited by the Borrower on such date in an interest-bearing segregated account subject to the sole dominion and control of the Administrative Agent (the “Over Advance Account”), and (iv) upon the earlier of (A) the next date on which the Borrower is required to deliver to the Administrative Agent a Borrowing Base Certificate pursuant to Section 6.2 and (B) the occurrence of a Default or an Event of Default, the Borrower either (i) directs the Administrative Agent to apply the proceeds in the Over Advance Account equal to the then applicable Over Advances to the prepayment of the Loans (with the remaining balance to be paid to the Borrower in such account designated by the Borrower) or (ii) only to the extent no Over Advance exists on such date, directs the Administrative Agent to (and the Administrative Agent thereafter shall promptly, but in any event within two (2) Business Days of receiving the date of receipt by the Borrower, such direction) deposit all amounts Subsidiary Guarantor or the Agent of any Insurance Proceeds or Condemnation Proceeds in respect of such casualty or Taking, as applicable, in the Over Advance Account amount required pursuant to such account designated by the Borrower in writing at such timerelevant provisions of §7.7; provided that the terms of this §3.2(b) shall no longer be applicable from and after the occurrence of the Release of Security Date. (c) If Commencing upon the occurrence of the Release of Security Date and continuing thereafter, if at any Indebtedness time the sum of the aggregate outstanding principal amount of the Revolving Credit Loans, the Swing Loans and the Letter of Credit Liabilities exceeds the Total Revolving Credit Commitment, then the Borrower shall, within fifteen (15) calendar days of such occurrence, pay the amount of such excess to the Agent for the respective accounts of the Revolving Credit Lenders for application to the Revolving Credit Loans as provided in §3.4, together with any additional amounts payable pursuant to §4.7, except that the amount of any Swing Loans shall be incurred by any Group Member (excluding any Indebtedness incurred in accordance with Section 7.2), an amount equal paid solely to 100% of the Net Cash Proceeds thereof shall be applied on the date of such incurrence toward the prepayment of the Loans as set forth in Section 2.5(d)Swing Loan Lender. (d) Amounts Commencing upon the occurrence of the Release of Security Date and continuing thereafter, if at any time the sum of the aggregate outstanding principal amount of Consolidated Total Unsecured Debt (including the Revolving Credit Loans, the Swing Loans, the Term Loans and the Letter of Credit Liabilities) exceeds the Pool Availability, then the Borrower shall, within fifteen (15) calendar days of such occurrence reduce the aggregate amount of such Consolidated Total Unsecured Debt by the amount of such excess (and if any such reduction is made with respect to be applied the Obligations, then Borrower shall pay such amount to the Agent for the respective accounts of the Lenders for application to the Loans as provided in connection §3.4, together with prepayments made any additional amounts payable pursuant to Section 2.5 §4.7, except that the amount of any Swing Loans shall be applied paid solely to the prepayment of the Loans in accordance with Section 2.9. Each prepayment of the Loans under Section 2.5 shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid and the prepayment premium pursuant to Section 2.6Swing Loan Lender).

Mandatory Prepayments. (a) If on any date any Group Member 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 on such date toward Business Day the prepayment aggregate unpaid principal amount of all Revolving Loans then outstanding exceeds the amount of the Total Revolving Commitments, the Borrower shall prepay such Revolving Loans as set forth in Section 2.5(d); 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 not exceed $250,000 and (ii) on each Reinvestment Prepayment Date, an amount equal to the Reinvestment Prepayment Amount with respect such excess to the relevant Reinvestment Event shall be applied toward the prepayment of the Loans as set forth in Section 2.5(d)Lenders. (b) If on any date of determination Business Day the aggregate unpaid principal amount of all Revolving Loans (excluding owing to any Additional Loans) outstanding Lender exceeds the Borrowing Base (such excess amount being referred to herein as, an “Over Advance”)Lender’s pro rata share based upon its Revolving Percentage, the Borrower shall prepay the such Revolving Loans owing to such Lender in an aggregate amount equal to such Over Advance on excess; provided, that no such date. Notwithstanding the foregoing, the Borrower prepayment shall not be required if all Lenders shall have consented, in their sole discretion, to make such Lender holding a prepayment pursuant to this Section 2.5(b) so long as (i) the aggregate amount of Over Advances on such date does not exceed $3,000,000, (ii) no Default or Event of Default has occurred and is continuing, (iii) an amount equal to (A) 110% non pro rata portion of the aggregate principal amount of Loans (excluding any Additional Revolving Loans) outstanding on such date minus (B) the Borrowing Base is deposited by the Borrower on such date in an interest-bearing segregated account subject to the sole dominion and control of the Administrative Agent (the “Over Advance Account”), and (iv) upon the earlier of (A) the next date on which the Borrower is required to deliver to the Administrative Agent a Borrowing Base Certificate pursuant to Section 6.2 and (B) the occurrence of a Default or an Event of Default, the Borrower either (i) directs the Administrative Agent to apply the proceeds in the Over Advance Account equal to the then applicable Over Advances to the prepayment of the Loans (with the remaining balance to be paid to the Borrower in such account designated by the Borrower) or (ii) only to the extent no Over Advance exists on such date, directs the Administrative Agent to (and the Administrative Agent thereafter shall promptly, but in any event within two (2) Business Days of receiving such direction) deposit all amounts in the Over Advance Account to such account designated by the Borrower in writing at such time. (c) If on any Indebtedness shall be incurred by date the Borrower is required to prepay the Senior Obligations pursuant to Section 2.11 of the Senior Debt Agreement as a result of the issuance of any Group Member Indebtedness, the occurrence of any “Asset Sale” (excluding as defined in the Senior Debt Agreement) or any Indebtedness incurred Recovery Event or otherwise, the Borrower shall, on such date, prepay the Revolving Loan in accordance with Section 7.2), an amount equal to 100% the amount of “Net Cash Proceeds” (as defined in the Senior Debt Agreement) received from such issuance or occurrence in excess of the amount required to be applied to prepay the Senior Obligations at such time pursuant to the Senior Debt Agreement; provided that any such Net Cash Proceeds thereof shall that are permitted to be applied on (i) excluded from prepayment pursuant to the date terms of such incurrence toward the prepayment Section 2.11(b)(i) of the Loans as set forth Senior Debt Agreement or (ii) reinvested pursuant to the terms of Section 2.11(b)(ii) of the Senior Debt Agreement shall, in Section 2.5(dthe case of either clause (i) or clause (ii), be excluded from the foregoing requirement. (d) Amounts to be applied If on the date that is three months after the making of any Revolving Loan or the Rollover of any Revolving Loan as provided in connection with prepayments made pursuant to Section 2.5 2.7(b), the condition in Section 4.2 is not satisfied, such Revolving Loan shall be applied to the prepayment of the Loans in accordance with Section 2.9. become due and payable on such date. (e) Each prepayment of the Revolving Loans under this Section 2.5 2.6 shall be accompanied by payment of accrued interest interest, whether in cash or by the issuance of PIK Notes or additional Capital Stock of the Borrower to the date of such prepayment Lenders or any combination thereof, in each case, solely as requested by the Lenders, on the amount prepaid and the prepayment premium pursuant to Section 2.6prepaid.

Mandatory Prepayments. (a) If on at any date any Group Member shall receive Net Cash Proceeds from any Asset Sale time the sum of the aggregate outstanding principal amount of the Revolving Credit Loans, the Swing Loan and the Letter of Credit Liabilities exceeds the lesser of (A) Total Commitment or Recovery Event then(B) the Borrowing Base Availability, unless a Reinvestment Notice shall be delivered in respect thereofthen the Borrower shall, within five (5) Business Days of such Net Cash Proceeds shall be applied on occurrence, pay the amount of such date toward excess to the prepayment Agent for the respective accounts of the Lenders for application to the Loans as set forth provided in Section 2.5(d); provided§3.4, that, notwithstanding the foregoing, (i) the aggregate Net Cash Proceeds of Asset Sales and Recovery Events that may be excluded from the foregoing requirement together with any additional amounts payable pursuant to a Reinvestment Notice §4.7, except that the amount of any Swing Loans shall not exceed $250,000 and (ii) on each Reinvestment Prepayment Date, an amount equal be paid solely to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied toward the prepayment of the Loans as set forth in Section 2.5(d)Swing Loan Lender. (b) If on at any date of determination the aggregate principal amount of Loans (excluding any Additional Loans) outstanding exceeds the Borrowing Base (such excess amount being referred to herein as, an “Over Advance”), the Borrower shall prepay the Loans in an aggregate amount equal to such Over Advance on such date. Notwithstanding the foregoing, the Borrower shall not be required to make a prepayment pursuant to this Section 2.5(b) so long as time (i) the aggregate amount of Over Advances on such date does not exceed $3,000,000, (ii) no Default or Event of Default has occurred and is continuing, (iii) an amount equal to (A) 110% sum of the aggregate outstanding principal amount of the Revolving Credit Loans, the Swing Loans (excluding any Additional and the Letter of Credit Liabilities that are Tranche A Loans) outstanding on such date minus (B) , Tranche B Loans or Tranche C Loans, respectively, exceeds the Borrowing Base is deposited by Tranche A Availability, the Tranche B Availability or the Tranche C Availability, respectively, then the Borrower on shall, within five (5) Business Days of such date in an interest-bearing segregated account subject occurrence, pay the amount of such excess to the sole dominion and control Agent for the respective accounts of the Administrative Agent (the “Over Advance Account”), and (iv) upon the earlier of (A) the next date on which the Borrower is required to deliver Lenders for application to the Administrative Agent a Borrowing Base Certificate Loans and specifically, to the Tranche A Loans, the Tranche B Loans or Tranche C Loans, respectively as provided in §3.4, together with any additional amounts payable pursuant to Section 6.2 and (B) §4.7, except that the occurrence amount of a Default or an Event of Default, the Borrower either (i) directs the Administrative Agent to apply the proceeds in the Over Advance Account equal any Swing Loans shall be paid solely to the then applicable Over Advances to Swing Loan Lender. (c) In the prepayment of the Loans (with the remaining balance to be paid to the event there shall have occurred any Prepayment, Borrower in such account designated by the Borrower) or (ii) only to the extent no Over Advance exists on such dateshall, directs the Administrative Agent to (and the Administrative Agent thereafter shall promptly, but in any event within two (2) Business Days of receiving receipt of such direction) deposit all amounts in payment, provide written notice thereof to the Over Advance Account Agent together with an updated Borrowing Base Certificate which gives effect to such account designated by the Borrower in writing at such time. (c) If any Indebtedness shall be incurred by any Group Member (excluding any Indebtedness incurred in accordance with Section 7.2)Prepayment, an amount equal to 100% of the Net Cash Proceeds thereof shall be applied on the date of such incurrence toward the and if a prepayment of the Loans is required for Borrower to remain in compliance with §9.1, such notice shall be accompanied by a principal prepayment of the Loans to Agent for the account of the Lenders for application to the Loans as set forth provided in Section 2.5(d)§3.4 in an amount so that no violation of the covenants in §3.2 or §9.1 shall occur, together with any additional amounts payable pursuant to §4.7. (d) Amounts In the event there shall have occurred a casualty or Taking with respect to be applied in connection with prepayments made any Borrowing Base Property and the Borrower or any Subsidiary Guarantor is required to repay the Loans pursuant to Section 2.5 §7.7, the Borrower shall be applied to the prepayment of prepay the Loans in accordance concurrently with Section 2.9. Each prepayment of the Loans under Section 2.5 shall be accompanied by accrued interest to the date of receipt by Borrower, such prepayment on Subsidiary Guarantor or the Agent of any Insurance Proceeds or Condemnation Proceeds in respect of such casualty or Taking, as applicable, in the amount prepaid and the prepayment premium required pursuant to Section 2.6the relevant provisions of §7.7.

Mandatory Prepayments. (a) If Unless the Required Lenders shall otherwise agree, if on any date the Borrower or any Group Member of its Subsidiaries shall receive Net Cash Proceeds from any Asset Sale or Recovery Event and the ratio of Consolidated Net Debt to Annualized Borrower EBITDA, calculated on a pro forma basis after giving effect to such Asset Sale, would exceed 5.50 to 1.00, then, unless a Reinvestment Notice shall be delivered in respect thereof, such Net Cash Proceeds shall be applied on or prior to the 10th day after such date toward to the prepayment of the Term Loans as set forth in Section 2.5(daccordance with Sections 2.7(d) and 2.13); 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 not exceed $250,000 and (ii) on each Reinvestment Prepayment Date, an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied toward to the prepayment of the Term Loans as set forth in Section 2.5(d)accordance with Sections 2.7(d) and 2.13. (b) If Unless the Required Lenders shall otherwise agree, if on any date of determination the aggregate principal amount of Loans (excluding any Additional Loans) outstanding exceeds the Borrowing Base (such excess amount being referred to herein as, an “Over Advance”), the Borrower or any of its Subsidiaries shall prepay receive Net Cash Proceeds from any Recovery Event, then, unless a Reinvestment Notice shall be delivered in respect thereof, such Net Cash Proceeds shall be applied on or prior to the Loans in an aggregate amount equal to such Over Advance on such date. Notwithstanding the foregoing, the Borrower shall not be required to make a prepayment pursuant to this Section 2.5(b) so long as (i) the aggregate amount of Over Advances on 10th day after such date does not exceed $3,000,000, (ii) no Default or Event of Default has occurred and is continuing, (iii) an amount equal to (A) 110% of the aggregate principal amount of Loans (excluding any Additional Loans) outstanding on such date minus (B) the Borrowing Base is deposited by the Borrower on such date in an interest-bearing segregated account subject to the sole dominion and control of the Administrative Agent (the “Over Advance Account”), and (iv) upon the earlier of (A) the next date on which the Borrower is required to deliver to the Administrative Agent a Borrowing Base Certificate pursuant to Section 6.2 and (B) the occurrence of a Default or an Event of Default, the Borrower either (i) directs the Administrative Agent to apply the proceeds in the Over Advance Account equal to the then applicable Over Advances to the prepayment of the Term Loans (in accordance with Sections 2.7(d) and 2.13; provided, that, notwithstanding the remaining balance to be paid foregoing, on each Reinvestment Prepayment Date, an amount equal to the Borrower in such account designated by the Borrower) or (ii) only Reinvestment Prepayment Amount with respect to the extent no Over Advance exists on such date, directs relevant Reinvestment Event shall be applied to the Administrative Agent to (prepayment of the Term Loans in accordance with Sections 2.7(d) and the Administrative Agent thereafter shall promptly, but in any event within two (2) Business Days of receiving such direction) deposit all amounts in the Over Advance Account to such account designated by the Borrower in writing at such time2.13. (c) If Unless the Required Lenders shall otherwise agree, if any Indebtedness shall be incurred by the Borrower or any Group Member of its Subsidiaries (including the Securitization Manager and, if any, the subsidiary acting in a capacity analogous to the Securitization Manager pursuant to any Additional Securitization Arrangements) (excluding any Indebtedness incurred in accordance with Section 7.2), an amount equal to 100% of the Net Cash Proceeds thereof shall be applied on the date of such incurrence toward to the prepayment of the Loans as set forth Term Loans, in Section 2.5(d)accordance with Sections 2.7(d) and 2.13. (d) Amounts to be applied in connection with prepayments any prepayment made pursuant to Section 2.5 2.7 shall be applied to the prepayment of the Term Loans. The application of any prepayment pursuant to Section 2.7 shall be made, first, to Base Rate Loans in accordance with Section 2.9. and, second, to Eurodollar Loans.. Each prepayment of the Term Loans under Section 2.5 2.7 (except in the case of Base Rate Loans) shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid prepaid. (e) If, on any Calculation Date, (i) the Dollar Equivalent of the aggregate outstanding principal amounts of Revolving Credit Loans in Alternative Currencies exceeds an amount equal to 105% of the Alternative Currency Sublimit, or (ii) the Dollar Equivalent of the sum of the aggregate principal amount of all Revolving Credit Loans then outstanding and the prepayment premium pursuant L/C Obligations then outstanding exceeds an amount equal to Section 2.6105% of the Total Revolving Credit Commitments, the Borrowers shall, following notice thereof from the Administrative Agent, without demand therefor, promptly, but in any event within 5 days after such notice, repay such of the outstanding Revolving Credit Loans in the amount of such excess.

Mandatory Prepayments. (ai) If on at any date any Group Member 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 on such date toward time the prepayment outstanding balances of the Loans as Revolving Loan and the Swing Line Loan exceed the lesser of (A) the Maximum Amount and (B) the Borrowing Base, Borrower shall immediately repay the aggregate outstanding Revolving Credit Advances to the extent required to eliminate such excess. If any such excess remains after repayment in full of the aggregate outstanding Revolving Credit Advances, Borrower shall provide cash collateral for the Letter of Credit Obligations in the manner set forth in Section 2.5(d); provided, that, notwithstanding Annex B to the extent required to eliminate such excess. Notwithstanding the foregoing, (i) the aggregate Net Cash Proceeds of Asset Sales and Recovery Events that may be excluded from the foregoing requirement any Overadvance made pursuant to a Reinvestment Notice shall not exceed $250,000 and (iiSection 1.1(a)(iii) on each Reinvestment Prepayment Date, an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied toward the prepayment of the Loans as set forth repaid in accordance with Section 2.5(d1.1(a)(iii). (bii) If on Promptly upon receipt by any date Credit Party of determination the aggregate principal amount any cash proceeds of Loans (excluding any Additional Loans) outstanding exceeds the Borrowing Base (such excess amount being referred to herein asasset disposition, an “Over Advance”), the Borrower shall prepay the Loans in an aggregate amount equal to all such Over Advance proceeds, net of (A) commissions and other reasonable and customary transaction costs, fees and expenses properly attributable to such transaction and payable by Borrower in connection therewith (in each case, paid to non-Affiliates), (B) sale or transfer taxes, (C) amounts payable to holders of senior Liens on such dateasset (to the extent such Liens are permitted under Section 6.7), if any, and (D) an appropriate reserve for income taxes in accordance with GAAP in connection therewith (all such proceeds net of amounts described in clauses (A), (B), (C) and (D) being the “Net Asset Disposition Proceeds”). Notwithstanding the foregoing, the Borrower Any such prepayment shall be applied in accordance with Section 1.3(c). The following shall not be required subject to make a mandatory prepayment pursuant to under this Section 2.5(bclause (ii): (1) proceeds of sales of Inventory in the ordinary course of business; (2) so long as (i) the aggregate amount of Over Advances on such date does not exceed $3,000,000, (ii) no Default or Event of Default has occurred and is continuingcontinuing and Liquidity is at least $10,000,000, Net Asset Disposition Proceeds of any sale or dispositions of assets other than Collateral and (3) asset disposition proceeds that are reinvested in Equipment, Fixtures or Real Estate within one hundred and eighty (180) days following receipt thereof; provided, that Borrower notifies Agent of its intent to reinvest at the time such proceeds are received and when such reinvestment occurs. (iii) an amount equal The Borrower shall repay to the Lenders in full on the date specified in clause (Aa) 110% of the definition of the term “Commitment Termination Date” the aggregate principal amount of the Revolving Loans (excluding any Additional Loans) and Swing Line Loans outstanding on such date minus (B) the Borrowing Base is deposited by the Borrower on such date in an interest-bearing segregated account subject to the sole dominion and control of the Administrative Agent (the “Over Advance Account”), and date. (iv) upon the earlier of (A) the next date on which the Borrower is required to deliver to the Administrative Agent a Borrowing Base Certificate pursuant to Section 6.2 and (B) Following the occurrence and during the continuance of a Default or an Event of Default, any proceeds of Keyman Life Insurance (whether such proceeds arise by reason of death benefit, at maturity, surrendering the Borrower either policy and receiving the surrender value thereof (iunless upon such receipt of such surrender value, Keyman Life Insurance is purchased which has a death benefit that is not less than the death benefit of the Keyman Life Insurance which was surrendered) directs or otherwise) shall be immediately used to prepay the Administrative Agent to apply the proceeds Obligations in the Over Advance Account an amount equal to the then applicable Over Advances to the prepayment of the Loans (with the remaining balance to be paid to the Borrower in such account designated by the Borrower) or (ii) only to the extent no Over Advance exists on such dateproceeds, directs the Administrative Agent to (and the Administrative Agent thereafter shall promptly, but in any event within two (2) Business Days of receiving such direction) deposit all amounts in the Over Advance Account to such account designated by the Borrower in writing at such time. (c) If any Indebtedness which shall be incurred by any Group Member (excluding any Indebtedness incurred applied in accordance with Section 7.2), an amount equal to 100% of the Net Cash Proceeds thereof shall be applied on the date of such incurrence toward the prepayment of the Loans as set forth in Section 2.5(d)1.11. (d) Amounts to be applied in connection with prepayments made pursuant to Section 2.5 shall be applied to the prepayment of the Loans in accordance with Section 2.9. Each prepayment of the Loans under Section 2.5 shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid and the prepayment premium pursuant to Section 2.6.

Mandatory Prepayments. (a) If In the event of any termination of all the Commitments, the Borrower shall, on the date of such termination, repay or prepay all its outstanding Borrowings and replace or cause to be canceled (or make other arrangements reasonably satisfactory to the Administrative Agent and the Issuing Bank with respect to) all outstanding Letters of Credit. If, after giving effect to any date any Group Member 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 on such date toward the prepayment partial reduction of the Loans as set forth Revolving Credit Commitments or at any other time, the Aggregate Revolving Credit Exposure would exceed the Total Revolving Credit Commitment, then the Borrower shall, on the date of such reduction or at such other time, repay or prepay Borrowings and, after such Borrowings shall have been repaid or prepaid in Section 2.5(d); providedfull, thatreplace or cause to be canceled (or make other arrangements reasonably satisfactory to the Administrative Agent and the Issuing Bank with respect to) Letters of Credit in an amount sufficient to eliminate such excess. (b) Upon the occurrence of a Prepayment Event, notwithstanding the foregoing, Borrower shall promptly (iand in any event within three Business Days of such Prepayment Event) repay outstanding Borrowings (or make other arrangements reasonably satisfactory to the aggregate Net Cash Proceeds Administrative Agent and the Issuing Bank with respect to Letters of Asset Sales and Recovery Events that may be excluded from the foregoing requirement pursuant to a Reinvestment Notice shall not exceed $250,000 and (iiCredit) on each Reinvestment Prepayment Date, in an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied toward the prepayment To Be Prepaid and a corresponding amount of the Loans as set forth in Section 2.5(dCommitments will be permanently canceled (and may not be reborrowed). (bc) If on any date The Borrower shall deliver to the Administrative Agent, to the extent practicable, at least three Business Days’ prior written notice of determination such prepayment. Each notice of prepayment shall specify the prepayment date, the Class and Type of each Loan being prepaid and the aggregate principal amount of Loans each Loan (excluding any Additional Loansor portion thereof) outstanding exceeds the Borrowing Base (such excess amount being referred to herein as, an “Over Advance”), the Borrower shall prepay the Loans in an aggregate amount equal to such Over Advance on such datebe prepaid. Notwithstanding the foregoing, the Borrower shall not be required to make a prepayment pursuant to All prepayments of Borrowings under this Section 2.5(b) so long as (i) the aggregate amount of Over Advances on such date does not exceed $3,000,000, (ii) no Default or Event of Default has occurred and is continuing, (iii) an amount equal to (A) 110% of the aggregate principal amount of Loans (excluding any Additional Loans) outstanding on such date minus (B) the Borrowing Base is deposited by the Borrower on such date in an interest-bearing segregated account 2.13 shall be subject to the sole dominion and control of the Administrative Agent (the “Over Advance Account”)Section 2.16, but shall otherwise be without premium or penalty, and (iv) upon the earlier of (A) the next date on which the Borrower is required to deliver to the Administrative Agent a Borrowing Base Certificate pursuant to Section 6.2 and (B) the occurrence of a Default or an Event of Default, the Borrower either (i) directs the Administrative Agent to apply the proceeds in the Over Advance Account equal to the then applicable Over Advances to the prepayment of the Loans (with the remaining balance to be paid to the Borrower in such account designated by the Borrower) or (ii) only to the extent no Over Advance exists on such date, directs the Administrative Agent to (and the Administrative Agent thereafter shall promptly, but in any event within two (2) Business Days of receiving such direction) deposit all amounts in the Over Advance Account to such account designated by the Borrower in writing at such time. (c) If any Indebtedness shall be incurred by any Group Member (excluding any Indebtedness incurred in accordance with Section 7.2), an amount equal to 100% of the Net Cash Proceeds thereof shall be applied on the date of such incurrence toward the prepayment of the Loans as set forth in Section 2.5(d). (d) Amounts to be applied in connection with prepayments made pursuant to Section 2.5 shall be applied to the prepayment of the Loans in accordance with Section 2.9. Each prepayment of the Loans under Section 2.5 shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of such prepayment on the amount prepaid and the prepayment premium pursuant to Section 2.6payment.

Mandatory Prepayments. (a) If on any date any Group Member 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 on such date toward the prepayment of the Loans as set forth in Section 2.5(d); provided, that, notwithstanding the foregoing, (i) If, after giving effect to any termination or reduction of the aggregate Net Cash Proceeds of Asset Sales and Recovery Events that may be excluded from the foregoing requirement Aggregate Maximum Credit Amounts pursuant to a Reinvestment Notice shall not exceed $250,000 and (ii) on each Reinvestment Prepayment Date, an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied toward the prepayment of the Loans as set forth in Section 2.5(d). (b) If on any date of determination the aggregate principal amount of Loans (excluding any Additional Loans) outstanding exceeds the Borrowing Base (such excess amount being referred to herein as, an “Over Advance”2.06(b), the Borrower shall prepay total Revolving Credit Exposures exceeds the Loans in an aggregate amount equal to such Over Advance on such date. Notwithstanding the foregoingtotal Commitments, then the Borrower shall not be required to make a prepayment pursuant to this Section 2.5(b) so long as (i) the aggregate amount of Over Advances on such date does not exceed $3,000,000, (ii) no Default or Event of Default has occurred and is continuing, (iii) an amount equal to (A) 110% of prepay the aggregate principal amount of Loans (excluding any Additional Loans) outstanding on such date minus (B) the Borrowing Base is deposited by the Borrower on such date in an interest-bearing segregated account subject to the sole dominion and control of the Administrative Agent (the “Over Advance Account”), and (iv) upon the earlier of (A) the next date on which the Borrower is required to deliver to the Administrative Agent a Borrowing Base Certificate pursuant to Section 6.2 and (B) the occurrence of a Default or an Event of Default, the Borrower either (i) directs the Administrative Agent to apply the proceeds in the Over Advance Account equal to the then applicable Over Advances to the prepayment of the Loans (with the remaining balance to be paid to the Borrower in such account designated by the Borrower) or (ii) only to the extent no Over Advance exists on such date, directs the Administrative Agent to (and the Administrative Agent thereafter shall promptly, but in any event within two (2) Business Days of receiving such direction) deposit all amounts in the Over Advance Account to such account designated by the Borrower in writing at such time. (c) If any Indebtedness shall be incurred by any Group Member (excluding any Indebtedness incurred in accordance with Section 7.2), an amount equal to 100% of the Net Cash Proceeds thereof shall be applied Borrowings on the date of such incurrence toward the prepayment termination or reduction in an aggregate principal amount equal to such excess, and (B) if any excess remains after prepaying all of the Loans Borrowings as set forth a result of an LC Exposure, pay to the Administrative Agent on behalf of the Lenders an amount equal to such excess to be held as cash collateral as provided in Section 2.5(d2.08(j). (dii) Amounts to be applied in connection with prepayments made pursuant to Section 2.5 shall be applied Upon any redetermination of or adjustment to the prepayment amount of the Loans Borrowing Base in accordance with Section 2.92.07 or Section 8.13(c), if the total Revolving Credit Exposures exceeds the redetermined or adjusted Borrowing Base, then the Borrower shall (A) prepay the Borrowings in an aggregate principal amount equal to such excess, and (B) if any excess remains after prepaying all of the Borrowings as a result of an LC Exposure, pay to the Administrative Agent on behalf of the Lenders an amount equal to such excess to be held as cash collateral as provided in Section 2.08(j). The Borrower shall be obligated to (a) make at least half of such prepayment and/or deposit of cash collateral within forty-five days (45) following the later of its receipt of the New Borrowing Base Notice in accordance with Section 2.07(d) or the date the adjustment occurs and (b) to make the remaining portion of such prepayment and/or deposit of cash collateral within ninety (90) days following the later of its receipt of the New Borrowing Base Notice in accordance with Section 2.07(d) or the date the adjustment occurs; provided that all payments required to be made pursuant to this Section 3.04(c)(ii) must be made on or prior to the Termination Date. (iii) Upon any adjustments to the Borrowing Base pursuant to Section 9.12(d), if the total Revolving Credit Exposures exceeds the Borrowing Base as adjusted, then the Borrower shall (A) prepay the Borrowings in an aggregate principal amount equal to such excess, and (B) if any excess remains after prepaying all of the Borrowings as a result of an LC Exposure, pay to the Administrative Agent on behalf of the Lenders an amount equal to such excess to be held as cash collateral as provided in Section 2.08(j). The Borrower shall be obligated to make such prepayment and/or deposit of cash collateral on the date it or any Subsidiary receives cash proceeds as a result of such disposition; provided that all payments required to be made pursuant to this Section 3.04(c)(iii) must be made on or prior to the Termination Date. (iv) Each prepayment of Borrowings pursuant to this Section 3.04(c) shall be applied, first, ratably to any ABR Borrowings then outstanding, and, second, to any Eurodollar Borrowings then outstanding, and if more than one Eurodollar Borrowing is then outstanding, to each such Eurodollar Borrowing in order of priority beginning with the Eurodollar Borrowing with the least number of days remaining in the Interest Period applicable thereto and ending with the Eurodollar Borrowing with the most number of days remaining in the Interest Period applicable thereto. (v) Each prepayment of Borrowings pursuant to this Section 3.04(c) shall be applied ratably to the Loans under included in the prepaid Borrowings. Prepayments pursuant to this Section 2.5 3.04(c) shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid and the prepayment premium pursuant to extent required by Section 2.63.02.

Mandatory Prepayments. (a) If On the next occurring Payment Date following the date on which Lender actually receives any date any Group Member shall receive Net Cash Proceeds from any Asset Sale or Recovery Event thenProceeds, unless a Reinvestment Notice shall be delivered in respect thereof, if Lender is not obligated to make such Net Cash Proceeds shall be applied on available to Borrower or CPLV Tenant for the Restoration of the Property or otherwise remit such date toward the Net Proceeds to Borrower or CPLV Tenant pursuant to Section 6.4 hereof, Borrower authorizes Lender, to apply such Net Proceeds as a prepayment of all or a portion of the Loans as set forth outstanding principal balance of the Loan together with accrued interest and any other sums due hereunder in Section 2.5(dan amount equal to one hundred percent (100%) of such Net Proceeds (collectively, the “Mortgage Mandatory Prepayment Amount”); provided, thathowever, 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 not exceed $250,000 and (ii) on each Reinvestment Prepayment Date, if an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied toward the prepayment of the Loans as set forth in Section 2.5(d). (b) If on any date of determination the aggregate principal amount of Loans (excluding any Additional Loans) outstanding exceeds the Borrowing Base (such excess amount being referred to herein as, an “Over Advance”), the Borrower shall prepay the Loans in an aggregate amount equal to such Over Advance on such date. Notwithstanding the foregoing, the Borrower shall not be required to make a prepayment pursuant to this Section 2.5(b) so long as (i) the aggregate amount of Over Advances on such date does not exceed $3,000,000, (ii) no Default or Event of Default has occurred and is continuing, (iii) an amount equal to (A) 110% of the aggregate principal amount of Loans (excluding any Additional Loans) outstanding on Lender may apply such date minus (B) the Borrowing Base is deposited by the Borrower on such date in an interest-bearing segregated account subject Net Proceeds to the Debt (until paid in full) in any order or priority in its sole dominion and control discretion. Other than during the continuance of the Administrative Agent (the “Over Advance Account”), and (iv) upon the earlier of (A) the next date on which the Borrower is required to deliver to the Administrative Agent a Borrowing Base Certificate pursuant to Section 6.2 and (B) the occurrence of a Default or an Event of Default, no Yield Maintenance or other premium shall be due in connection with any prepayment made pursuant to this Section 2.4.2. Except during the Borrower either continuance of an Event of Default, any Net Proceeds applied pursuant to this Section 2.4.2 in excess of the Mortgage Mandatory Prepayment Amount shall be applied as follows: (i) directs the Administrative Agent to apply the proceeds in the Over Advance Account equal first, to the then applicable Over Advances to the prepayment of the Loans (with the remaining balance to be paid to the Borrower Mezzanine A Lender, in such account designated by the Borrower) or (ii) only to the extent no Over Advance exists on such date, directs the Administrative Agent to (and the Administrative Agent thereafter shall promptly, but in any event within two (2) Business Days of receiving such direction) deposit all amounts in the Over Advance Account to such account designated by the Borrower in writing at such time. (c) If any Indebtedness shall be incurred by any Group Member (excluding any Indebtedness incurred in accordance with Section 7.2), an amount equal to 100% of the Net Cash Proceeds thereof shall be applied on the date of such incurrence toward the prepayment of the Loans as set forth in Section 2.5(d). (d) Amounts Mezzanine A Mandatory Prepayment Amount, to be applied in connection accordance with prepayments made pursuant the Mezzanine A Loan Documents, (ii) second, to Section 2.5 shall the Mezzanine B Lender, in an amount equal to the Mezzanine B Mandatory Prepayment Amount, to be applied to the prepayment of the Loans in accordance with Section 2.9the Mezzanine B Loan Documents, (iii) third, to the Mezzanine C Lender, in an amount equal to the Mezzanine C Mandatory Prepayment Amount, to be applied in accordance with the Mezzanine C Loan Documents and (iii) fourth, to Borrower. Each prepayment After the occurrence of and during the Loans under Section 2.5 continuance of an Event of Default, Lender may apply such Net Proceeds to the Debt (until paid in full) in any order or priority in its sole discretion. Any Net Proceeds remaining after the Debt has been repaid in full shall be accompanied by accrued interest disbursed to Mezzanine A Lender to be applied in accordance with the date of such prepayment on the amount prepaid and the prepayment premium pursuant to Section 2.6Mezzanine A Loan Agreement.

Mandatory Prepayments. (a) If on any date any Group Member 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 on such date toward the prepayment of the Loans as set forth in Section 2.5(d); provided, that, notwithstanding the foregoing, (i) If at any time 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 not exceed $250,000 and (ii) on each Reinvestment Prepayment Date, an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied toward the prepayment of the Loans as set forth in Section 2.5(d). (b) If on any date Extensions of determination Credit exceed the aggregate principal amount of Loans (excluding any Additional Loans) outstanding exceeds the Borrowing Base (such excess amount being referred to herein as, an “Over Advance”)Commitments, the Borrower shall prepay the Loans in an aggregate amount equal to such Over Advance on such date. Notwithstanding the foregoing, the Borrower shall not be required to immediately make a prepayment pursuant to this Section 2.5(b) so long as (i) the aggregate amount of Over Advances on such date does not exceed $3,000,000, (ii) no Default or Event of Default has occurred and is continuing, (iii) an amount equal to (A) 110% of the aggregate principal amount of Loans (excluding any Additional Loans) outstanding on such date minus (B) the Borrowing Base is deposited by the Borrower on such date in an interest-bearing segregated account subject to the sole dominion and control of the Administrative Agent (the “Over Advance Account”), and (iv) upon the earlier of (A) the next date on which the Borrower is required to deliver payment to the Administrative Agent a Borrowing Base Certificate pursuant to Section 6.2 and (B) for the occurrence ratable accounts of a Default or the Lenders in an Event of Default, the Borrower either amount necessary together with (i) directs the Administrative Agent to apply the proceeds in the Over Advance Account equal to the then applicable Over Advances to the prepayment of the Loans (with the remaining balance to be paid to the Borrower in such account designated by the Borrower) or (ii) only to the extent no Over Advance exists on such date, directs the Administrative Agent to (and the Administrative Agent thereafter shall promptly, but in any event within two (2) Business Days of receiving such direction) deposit all amounts in the Over Advance Account to such account designated by the Borrower in writing at such time. (c) If any Indebtedness shall be incurred by any Group Member (excluding any Indebtedness incurred in accordance with Section 7.2), an amount equal to 100% of the Net Cash Proceeds thereof shall be applied on the date of such incurrence toward the prepayment of the Loans as set forth in Section 2.5(d). (d) Amounts to be applied in connection with prepayments made pursuant to Section 2.5 shall be applied to the prepayment of the Loans in accordance with Section 2.9. Each prepayment of the Loans under Section 2.5 shall be accompanied by accrued interest to the date of such prepayment on the principal amount repaid or prepaid and (ii) in the prepayment premium case of prepayments of LIBOR Rate Loans, any amount payable to the Lenders pursuant to Section 2.69.07(b), so that the Extensions of Credit do not exceed the Commitments. Any payments made under this Section 2.07(b)(i) shall be applied first to Swingline Loans until paid in full, second to Base Rate Loans until paid in full, third to LIBOR Rate Loans in direct order of Interest Period maturities until paid in full and fourth to Competitive Bid Loans, pro rata among all Lenders holding same. (ii) On each date on which the Commitment is decreased pursuant to Section 2.06, the Borrower shall pay or prepay to the Administrative Agent for the ratable accounts of the Lenders such principal amount of the outstanding Loans as shall be necessary, together with (i) accrued interest to the date of such prepayment on the principal amount repaid or prepaid and (ii) in the case of prepayments of LIBOR Rate Loans, any amount payable to the Lenders pursuant to Section 9.07(b), so that the aggregate amount of the Lenders’ Extensions of Credit does not exceed the Commitments. Any payments made under this Section 2.07(b)(ii) shall be applied first to Swingline Loans until paid in full, second to Base Rate Loans until paid in full, third to LIBOR Rate Loans in direct order of Interest Period maturities until paid in full and fourth to Competitive Bid Loans, pro rata among all Lenders holding same. (iii) On each date on which the Swingline Commitment is reduced pursuant to Section 2.06(b), the Borrower shall pay or prepay to the Administrative Agent for the ratable accounts of the Lenders or prepay such principal amount outstanding of Swingline Loans, together with accrued interest to the date of such prepayment on the principal amount repaid or prepaid, if any, as may be necessary so that after such payment the aggregate unpaid principal amount of Swingline Loans does not exceed the amount of the Swingline Commitment as then reduced. (iv) On the Termination Date, the Borrower shall pay to the Administrative Agent for the ratable accounts of the Lenders, the principal amount of all Loans then outstanding, together with (i) accrued interest to the date of such payment on the principal amount repaid and (ii) in the case of prepayments of LIBOR Rate Loans, any amount payable to the Lenders pursuant to Section 9.07(b).

Mandatory Prepayments. (ai) If on at any date any Group Member 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 on such date toward time the prepayment aggregate outstanding balances of the Loans as Revolving Loan and the Swing Line Loan exceed the lesser of (A) the Maximum Amount and (B) the Borrowing Base, Borrowers shall immediately repay the aggregate outstanding Revolving Credit Advances to the extent required to eliminate such excess. If any such excess remains after repayment in full of the aggregate outstanding Revolving Credit Advances, Borrowers shall provide cash collateral for the Letter of Credit Obligations in the manner set forth in Section 2.5(d); provided, that, notwithstanding Annex B to the extent required to eliminate such excess. Notwithstanding the foregoing, (i) the aggregate Net Cash Proceeds of Asset Sales and Recovery Events that may be excluded from the foregoing requirement any Overadvance made pursuant to a Reinvestment Notice Section 1.1(a)(iii) shall not exceed $250,000 and be repaid in accordance with Section 1.1(a)(iii). (ii) on each Reinvestment Prepayment DateImmediately upon receipt by any Credit Party of any cash proceeds of any asset disposition, Borrowers shall prepay the Loans in an amount equal to the Reinvestment Prepayment Amount with respect all such proceeds, net of (A) commissions and other reasonable and customary transaction costs, fees and expenses properly attributable to such transaction and payable by Borrowers in connection therewith (in each case, paid to non-Affiliates), (B) transfer taxes, (C) amounts payable to holders of senior Liens on such asset (to the relevant Reinvestment Event extent such Liens constitute Permitted Encumbrances hereunder), if any, and (D) an appropriate reserve for income taxes in accordance with GAAP in connection therewith. Any such prepayment shall be applied toward in accordance with Section 1.3(c). Notwithstanding the foregoing, if the Credit Parties notify Agent of their intent to reinvest such proceeds in replacement fixed assets, Credit Parties shall apply such proceeds to the Revolving Loan pending the reinvestment thereof and shall only be obligated to make prepayments in accordance with Section 1.3(c) to the extent that such proceeds are not so reinvested. The following shall not be subject to mandatory prepayment under this clause (ii): (1) proceeds of sales of Inventory in the Loans as set forth ordinary course of business and (2) the proceeds of any asset disposition or series of asset dispositions otherwise permitted under Section 6.8 not in Section 2.5(d)excess of $500,000. (biii) If on Holdings or any Borrower issues Stock or any debt security in a public offering or in a private placement underwritten, placed or initially purchased by an investment bank (other than the High Yield Notes), no later than the Business Day following the date of determination receipt of the aggregate principal amount proceeds thereof, all Borrowers (in the case of Loans (excluding any Additional Loansan issuance by Holdings) outstanding exceeds or the Borrowing Base (such excess amount being referred to herein as, an “Over Advance”), the issuing Borrower shall prepay the Loans in an aggregate amount equal to all such proceeds, net of underwriting discounts and commissions and other reasonable costs and expenses (including legal fees) paid to non-Affiliates in connection therewith; provided, that no such prepayment or commitment reduction shall be required with respect to an amount equal to such Over Advance on such date. Notwithstanding the foregoing, the Borrower shall not be required to make a prepayment pursuant to this Section 2.5(b) so long as (i) the aggregate amount of Over Advances on such date does not exceed $3,000,000, (ii) no Default or Event of Default has occurred and is continuing, (iii) an amount equal to proceeds that are received (A) 110% of the aggregate principal amount of Loans (excluding pursuant to any Additional Loans) outstanding on such date minus employee or stock option plan or (B) the Borrowing Base is deposited by the Borrower on in connection with any refinancing of Indebtedness. Any such date in an interest-bearing segregated account subject to the sole dominion and control of the Administrative Agent (the “Over Advance Account”), and (iv) upon the earlier of (A) the next date on which the Borrower is required to deliver to the Administrative Agent a Borrowing Base Certificate pursuant to Section 6.2 and (B) the occurrence of a Default or an Event of Default, the Borrower either (i) directs the Administrative Agent to apply the proceeds in the Over Advance Account equal to the then applicable Over Advances to the prepayment of the Loans (with the remaining balance to be paid to the Borrower in such account designated by the Borrower) or (ii) only to the extent no Over Advance exists on such date, directs the Administrative Agent to (and the Administrative Agent thereafter shall promptly, but in any event within two (2) Business Days of receiving such direction) deposit all amounts in the Over Advance Account to such account designated by the Borrower in writing at such time. (c) If any Indebtedness shall be incurred by any Group Member (excluding any Indebtedness incurred applied in accordance with Section 7.2), an amount equal to 100% of the Net Cash Proceeds thereof shall be applied on the date of such incurrence toward the prepayment of the Loans as set forth in Section 2.5(d1.3(c). (d) Amounts to be applied in connection with prepayments made pursuant to Section 2.5 shall be applied to the prepayment of the Loans in accordance with Section 2.9. Each prepayment of the Loans under Section 2.5 shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid and the prepayment premium pursuant to Section 2.6.

Mandatory Prepayments. (ai) If on at any date any Group Member 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 on such date toward time the prepayment outstanding balance of the Loans as Revolving Loan exceeds the lesser of (A) the Maximum Amount and (B) the Borrowing Base, in each case less the outstanding Swing Line Loan and Term Loan at such time, then Borrower shall immediately repay the aggregate outstanding Revolving Credit Advances to the extent required to eliminate such excess. If any such excess remains after repayment in full of the aggregate outstanding Revolving Credit Advances, Borrower shall provide cash collateral for the Letter of Credit Obligations in the manner set forth in Section 2.5(d); 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 not exceed $250,000 and (ii) on each Reinvestment Prepayment Date, an amount equal Annex B to the Reinvestment Prepayment Amount with respect extent required to the relevant Reinvestment Event shall be applied toward the prepayment of the Loans as set forth in Section 2.5(d). (b) If on any date of determination the aggregate principal amount of Loans (excluding any Additional Loans) outstanding exceeds the Borrowing Base (eliminate such excess amount being referred to herein as, an “Over Advance”), the Borrower shall prepay the Loans in an aggregate amount equal to such Over Advance on such dateexcess. Notwithstanding the foregoing, any Overadvance made pursuant to Section 1.1(a)(iii) shall be repaid in accordance with Section 1.1(a)(iii). (ii) Except as provided below, immediately upon receipt by any Credit Party of any cash proceeds of any disposition of any of its assets (other than a pledge of (A) any Stock of any Excluded Subsidiary or (B) any Excluded Investment) or any sale of Stock of any Subsidiary of any Credit Party, Borrower shall cause the Loans to be prepaid in an amount equal to all such proceeds, net of (I) commissions and other reasonable and customary transaction costs, fees and expenses properly attributable to such transaction and payable by Borrower in connection therewith (in each case, paid to non-Affiliates), (II) transfer taxes, (III) amounts payable to holders of senior Liens on such asset (to the extent such Liens constitute Permitted Encumbrances hereunder), if any, and (A) an appropriate reserve for income taxes in accordance with GAAP in connection therewith. Any such prepayment shall be applied in accordance with Section 1.3(c). Notwithstanding the generality of the foregoing, Borrower shall not be required to make a prepayment pursuant to this prepay the Loans from the proceeds of (x) asset dispositions permitted by Section 2.5(b) so long as 6.8(a), (iy) the aggregate amount sale of Over Advances on such date does not exceed $3,000,000the Stock of any Excluded Subsidiary, or (iiz) asset dispositions permitted by Sections 6.8(b) through (d) at any time that no Default or Event of Default has occurred and is continuing, continuing in an amount not to exceed (1) $250,000 in any single transaction or series of related transactions or (2) $1,000,000 in the aggregate for all such transactions. (iii) If Borrower issues Stock, no later than the Business Day following the date of receipt of the cash proceeds thereof, Borrower shall prepay the Loans (and cash collateralize Letter of Credit Obligations) in an amount equal to (A) 110% all such cash proceeds, net of the aggregate principal amount of Loans (excluding any Additional Loans) outstanding on such date minus (B) the Borrowing Base is deposited by the Borrower on such date in an interest-bearing segregated account subject to the sole dominion underwriting discounts and control of the Administrative Agent (the “Over Advance Account”), commissions and (iv) upon the earlier of (A) the next date on which the Borrower is required to deliver to the Administrative Agent a Borrowing Base Certificate pursuant to Section 6.2 and (B) the occurrence of a Default or an Event of Default, the Borrower either (i) directs the Administrative Agent to apply the proceeds in the Over Advance Account equal to the then applicable Over Advances to the prepayment of the Loans (with the remaining balance to be other reasonable costs paid to the Borrower non-Affiliates in connection therewith. Any such account designated by the Borrower) or (ii) only to the extent no Over Advance exists on such date, directs the Administrative Agent to (and the Administrative Agent thereafter shall promptly, but in any event within two (2) Business Days of receiving such direction) deposit all amounts in the Over Advance Account to such account designated by the Borrower in writing at such time. (c) If any Indebtedness prepayment shall be incurred by any Group Member (excluding any Indebtedness incurred applied in accordance with Section 7.2), an amount equal to 100% of the Net Cash Proceeds thereof shall be applied on the date of such incurrence toward the prepayment of the Loans as set forth in Section 2.5(d1.3(c). (d) Amounts to be applied in connection with prepayments made pursuant to Section 2.5 shall be applied to the prepayment of the Loans in accordance with Section 2.9. Each prepayment of the Loans under Section 2.5 shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid and the prepayment premium pursuant to Section 2.6.

Mandatory Prepayments. (a) If any Indebtedness shall be issued or incurred by any Group Member (excluding any Indebtedness incurred in accordance with Section 7.2, other than paragraph (l) thereof), an amount equal to 100% of the Net Cash Proceeds thereof shall be applied on the date of such issuance or incurrence toward the prepayment of the Loans as set forth in Section 2.11(d). (b) If on any date any Group Member 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 on such date toward the prepayment of the Loans as set forth in Section 2.5(d2.11(d); 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 not exceed $250,000 2,500,000 in any fiscal year of the Borrower and (ii) on each Reinvestment Prepayment Date, an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied toward the prepayment of the Loans as set forth in Section 2.5(d2.11(d). (bc) If If, for any fiscal year of the Borrower commencing with the fiscal year ending December 31, 2015, there shall be Excess Cash Flow, the Borrower shall, on any date of determination the relevant Excess Cash Flow Application Date, prepay an aggregate principal amount of Loans (excluding any Additional Loans) outstanding exceeds the Borrowing Base (such excess amount being referred to herein as, an “Over Advance”), the Borrower shall prepay the Loans in an aggregate amount equal to such Over Advance on such date. Notwithstanding the foregoing, the Borrower shall not be required to make a prepayment pursuant to this Section 2.5(b) so long as (i) the aggregate amount of Over Advances on such date does not exceed $3,000,000, (ii) no Default or Event of Default has occurred and is continuing, (iii) an amount equal to (A) 110% the ECF Percentage of Excess Cash Flow for the aggregate principal amount of Loans (excluding any Additional Loans) outstanding on such date minus (B) the Borrowing Base is deposited fiscal year covered by the Borrower on financial statements for such date in an interest-bearing segregated account subject to the sole dominion and control of the Administrative Agent fiscal year (the “Over Advance Account”), and (iv) upon the earlier of (A) the next date on which the Borrower is required to deliver to the Administrative Agent a Borrowing Base Certificate pursuant to Section 6.2 and (B) the occurrence of a Default or an Event of Default, the Borrower either (i) directs the Administrative Agent to apply the proceeds in the Over Advance Account equal to the then applicable Over Advances to the such prepayment of the Loans (with the remaining balance to be paid to the Borrower in such account designated by the Borrower) or (ii) only to the extent no Over Advance exists on such date, directs the Administrative Agent to (and the Administrative Agent thereafter shall promptly, but in any event within two (2) Business Days of receiving such direction) deposit all amounts in the Over Advance Account to such account designated by the Borrower in writing at such time. (c) If any Indebtedness shall be incurred by any Group Member (excluding any Indebtedness incurred in accordance with Section 7.2), an amount equal to 100% of the Net Cash Proceeds thereof shall be applied on the date of such incurrence toward the prepayment of the Loans as set forth in Section 2.5(d2.11(d) below), minus (B) solely to the extent not funded with the proceeds of Indebtedness, (x) the aggregate amount of all optional prepayments of the Loans pursuant to Section 2.10 made during such fiscal year and (y) the aggregate amount of all optional prepayments of the First Lien Term Loans and any term loans under any First Lien Incremental Facility pursuant to Section 2.10 of the First Lien Credit Agreement made during such fiscal year. Each such prepayment and commitment reduction shall be made on a date (an “Excess Cash Flow Application Date”) no later than five days after the earlier of (i) the date on which the financial statements of the Borrower referred to in Section 6.1(a), for the fiscal year with respect to which such prepayment is made, are required to be delivered to the Lenders and (ii) the date such financial statements are actually delivered. (d) Amounts to be applied in connection with prepayments made pursuant to Section 2.5 2.11 shall be applied to the prepayment of the Loans in accordance with Section 2.92.17(b). The application of any prepayment pursuant to Section 2.11 shall be made, first, to ABR Loans and, second, to Eurodollar Loans. Each prepayment of the Loans under Section 2.5 2.11 shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid prepaid. (e) Notwithstanding any other provisions of Section 2.11, to the extent any or all of the Net Cash Proceeds of any Asset Sale by a Foreign Subsidiary, the Net Cash Proceeds of any Recovery Event received by a Foreign Subsidiary or Excess Cash Flow attributable to Foreign Subsidiaries, are prohibited or delayed by any applicable local law (including, without limitation, financial assistance, corporate benefit restrictions on upstreaming of cash intra group and the fiduciary and statutory duties of the directors of such Foreign Subsidiary) from being repatriated or passed on to or used for the benefit of the Borrower or any applicable Domestic Subsidiary or if the Borrower has determined in good faith that repatriation of any such amount to the Borrower or any applicable Domestic Subsidiary would have material adverse tax consequences (including a material acceleration of the point in time when such earnings would otherwise be taxed) with respect to such amount, the portion of such Net Cash Proceeds or Excess Cash Flow so affected will not be required to be applied to prepay the Loans at the times provided in this Section 2.11 but may be retained by the applicable Foreign Subsidiary so long, but only so long, as the applicable local law will not permit repatriation or the passing on to or otherwise using for the benefit of the Borrower or the applicable Domestic Subsidiary, or the Borrower believes in good faith that such material adverse tax consequence would result, and once such repatriation of any of such affected Net Cash Proceeds or Excess Cash Flow is permitted under the applicable local law or the Borrower determines in good faith such repatriation would no longer have such material adverse tax consequences, such repatriation will be promptly effected and such repatriated Net Cash Proceeds or Excess Cash Flow will be promptly (and in any event not later than five Business Days after such repatriation) applied (net of additional taxes payable or reasonably estimated to be payable as a result thereof) to the prepayment premium of the Loans pursuant to Section 2.62.11; provided, that no such prepayment of the Loans pursuant to Section 2.11 shall be required in the case of any such Net Cash Proceeds or Excess Cash Flow the repatriation of which the Borrower believes in good faith would result in material adverse tax consequences, if on or before the date on which such Net Cash Proceeds so retained would otherwise have been required to be applied to reinvestments or prepayments pursuant to a Reinvestment Notice (or such Excess Cash Flow would have been so required if it were Net Cash Proceeds), the Borrower applies an amount equal to the amount of such Net Cash Proceeds or Excess Cash Flow to such reinvestments or prepayments as if such Net Cash Proceeds or Excess Cash Flow had been received by the Borrower rather than such Foreign Subsidiary, less the amount of additional taxes that would have been payable or reserved against if such Net Cash Proceeds or Excess Cash Flow had been repatriated (or, if less, the Net Cash Proceeds or Excess Cash Flow that would be calculated if received by such Foreign Subsidiary). (f) Notwithstanding anything to the contrary contained in this Section 2.11, if any Lender shall notify the Administrative Agent (i) on the date of such prepayment, with respect to any prepayment under Section 2.11(a) or (b) or (ii) at least one Business Day prior to the date of a prepayment under Section 2.11(c) that it wishes to decline its share of such prepayment, such share (the “Declined Prepayment Amount”) may be retained by the Borrower. (g) Notwithstanding anything to the contrary contained in this Section 2.11, any prepayments required by this Section 2.11 shall be reduced on a dollar-for-dollar basis by any mandatory prepayments of the First Lien Term Loans and any term loans under First Lien Incremental Facility made by the Borrower under Section 2.11 of the First Lien Credit Agreement (as in effect on the date hereof).

Mandatory Prepayments. (a) If on any date any Group Member 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 on such date toward the prepayment of the Loans as set forth in Section 2.5(d); provided, that, notwithstanding the foregoing, (i) If, after giving effect to any termination or reduction of the aggregate Net Cash Proceeds of Asset Sales and Recovery Events that may be excluded from the foregoing requirement Aggregate Commitment pursuant to Section 2.06(b), the Aggregate Revolving Credit Exposures exceeds the Aggregate Commitments, then the Borrower shall A. prepay the Borrowings in an aggregate principal amount equal to such excess, or add to the Mortgaged Property, Oil and Gas Properties, having value, as determined by the Administrative Agent and the Majority Lenders, equal to or greater than such excess, or a Reinvestment Notice shall not exceed $250,000 combination thereof and (ii) B. if any excess remains after prepaying all of the Borrowings as a result of an LC Exposure, pay to the Administrative Agent on each Reinvestment Prepayment Date, behalf of the Lenders an amount equal to such excess to be held as cash collateral as provided in Section 2.08(k). The Borrower will be obligated to make such prepayment, provide such collateral and/or deposit of cash collateral within ninety (90) days following such termination or reduction of the Reinvestment Prepayment Amount with respect Aggregate Commitment; provided that all payments required to be made pursuant to this Section 3.04(c)(i) must be made on or prior to the relevant Reinvestment Event shall be applied toward the prepayment of the Loans as set forth in Section 2.5(d)Termination Date. (bii) If on Upon any date redetermination of determination or adjustment to the amount of the Borrowing Base in accordance with Section 2.07 or Section 8.13(c), if the Aggregate Revolving Credit Exposures exceeds the redetermined or adjusted Borrowing Base, then the Borrower shall A. prepay the Borrowings in an aggregate principal amount equal to such excess, or add to the Mortgaged Property, Oil and Gas Properties, having value, as determined by the Administrative Agent and the Majority Lenders, equal to or greater than such excess, or a combination thereof and B. if any excess remains after prepaying all of Loans the Borrowings as a result of an LC Exposure, pay to the Administrative Agent on behalf of the Lenders an amount equal to such excess to be held as cash collateral as provided in Section 2.08(k). The Borrower shall be obligated to make such prepayment, provide such collateral and/or deposit of cash collateral within ninety (excluding 90) days following its receipt of the New Borrowing Base Notice in accordance with Section 2.07(d) or the date the adjustment occurs; provided that all payments required to be made pursuant to this Section 3.04(c)(ii) must be made on or prior to the Termination Date. (iii) Upon any Additional Loans) outstanding adjustments to the Borrowing Base pursuant to Section 9.12(a), Section 9.13 or Section 9.21, if the Aggregate Revolving Credit Exposures exceeds the Borrowing Base (such excess amount being referred to herein asas adjusted, an “Over Advance”), then the Borrower shall A. prepay the Loans Borrowings in an aggregate principal amount equal to such Over Advance excess, or add to the Mortgaged Property, Oil and Gas Properties, having value, as determined by the Administrative Agent and the Majority Lenders, equal to or greater than such excess, or a combination thereof and B. if any excess remains after prepaying all of the Borrowings as a result of an LC Exposure, pay to the Administrative Agent on behalf of the Lenders an amount equal to such dateexcess to be held as cash collateral as provided in Section 2.08(k). Notwithstanding The Borrower shall be obligated to make such prepayment, provide such collateral and/or deposit of cash collateral within ninety (90) days following such adjustment to the foregoingBorrowing Base (or, if sooner, on the date the Borrower shall not be receives cash proceeds as a result of a disposition pursuant to Section 9.13); provided that all payments required to make a prepayment be made pursuant to this Section 2.5(b3.04(c)(iii) so long as (i) the aggregate amount of Over Advances must be made on such date does not exceed $3,000,000, (ii) no Default or Event of Default has occurred and is continuing, (iii) an amount equal to (A) 110% of the aggregate principal amount of Loans (excluding any Additional Loans) outstanding on such date minus (B) the Borrowing Base is deposited by the Borrower on such date in an interest-bearing segregated account subject prior to the sole dominion and control of the Administrative Agent (the “Over Advance Account”), and Termination Date. (iv) upon the earlier Each prepayment of (A) the next date on which the Borrower is required to deliver to the Administrative Agent a Borrowing Base Certificate Borrowings pursuant to this Section 6.2 3.04(c) shall be applied, first, ratably to any ABR Borrowings then outstanding, and, second, to any Eurodollar Borrowings then outstanding, and (B) if more than one Eurodollar Borrowing is then outstanding, to each such Eurodollar Borrowing in order of priority beginning with the occurrence Eurodollar Borrowing with the least number of a Default or an Event of Default, the Borrower either (i) directs the Administrative Agent to apply the proceeds days remaining in the Over Advance Account equal to the then Interest Period applicable Over Advances to the prepayment of the Loans (thereto and ending with the Eurodollar Borrowing with the most number of days remaining balance to be paid to the Borrower in such account designated by the Borrower) or (ii) only to the extent no Over Advance exists on such date, directs the Administrative Agent to (and the Administrative Agent thereafter shall promptly, but in any event within two (2) Business Days of receiving such direction) deposit all amounts in the Over Advance Account to such account designated by the Borrower in writing at such timeInterest Period applicable thereto. (cv) If any Indebtedness shall be incurred by any Group Member (excluding any Indebtedness incurred in accordance with Each prepayment of Borrowings pursuant to this Section 7.2), an amount equal to 100% of the Net Cash Proceeds thereof 3.04(c) shall be applied on the date of such incurrence toward the prepayment of ratably to the Loans as set forth included in Section 2.5(d). (d) Amounts to be applied in connection with prepayments made the prepaid Borrowings. Prepayments pursuant to this Section 2.5 shall be applied to the prepayment of the Loans in accordance with Section 2.9. Each prepayment of the Loans under Section 2.5 3.04(c) shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid and the prepayment premium pursuant to extent required by Section 2.63.02.

Mandatory Prepayments. (ai) If on at any date any Group Member 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 on such date toward time the prepayment outstanding balance of the Loans as aggregate Revolving Loan exceeds the lesser of (A) the Maximum Amount and (B) the Revolving Borrowing Base, Borrower shall immediately repay the aggregate outstanding Revolving Credit Advances to the extent required to eliminate such excess. If any such excess remains after repayment in full of the aggregate outstanding Revolving Credit Advances, Borrower shall provide cash collateral for the Letter of Credit Obligations in the manner set forth in Section 2.5(d); provided, that, notwithstanding ANNEX B to the foregoing, (i) the aggregate Net Cash Proceeds of Asset Sales and Recovery Events that may be excluded from the foregoing requirement pursuant extent required to a Reinvestment Notice shall not exceed $250,000 and eliminate such excess. (ii) on each Reinvestment Prepayment DateImmediately upon receipt by any Credit Party of proceeds of any asset disposition (including condemnation proceeds, but excluding proceeds of asset dispositions permitted by SECTION 6.8 (a)) or any sale of Stock of any Subsidiary of any Credit Party, Borrower shall prepay the Loans in an amount equal to the Reinvestment Prepayment Amount with respect all such proceeds, net of (A) commissions and other reasonable and customary transaction costs, fees and expenses properly attributable to such transaction and payable by Borrower in connection therewith (in each case, paid to non-Affiliates), (B) transfer taxes, (C) amounts payable to holders of senior Liens (to the relevant Reinvestment Event extent such Liens constitute Permitted Encumbrances hereunder), if any, and (D) an appropriate reserve for income taxes in accordance with GAAP in connection therewith. Any such prepayment shall be applied toward the prepayment of the Loans as set forth in Section 2.5(d)accordance with CLAUSE (c) below. (biii) If on Holdings or Borrower issues any Stock (other than Stock issued upon the exercise of the Borrower Warrant) or incurs any Indebtedness (other than Indebtedness permitted by SECTION 6.3), no later than the Business Day following the date of determination receipt of the aggregate principal amount of Loans (excluding any Additional Loans) outstanding exceeds the Borrowing Base (such excess amount being referred to herein asproceeds thereof, an “Over Advance”), the Borrower shall prepay the Loans in an aggregate amount equal to all such Over Advance on proceeds, net of underwriting discounts and commissions and other reasonable costs paid to non-Affiliates in connection therewith. Any such date. Notwithstanding the foregoing, the Borrower prepayment shall not be required to make a prepayment pursuant to this Section 2.5(bapplied in accordance with CLAUSE (c) so long as (i) the aggregate amount of Over Advances on such date does not exceed $3,000,000, (ii) no Default or Event of Default has occurred and is continuing, (iii) an amount equal to (A) 110% of the aggregate principal amount of Loans (excluding any Additional Loans) outstanding on such date minus (B) the Borrowing Base is deposited by the Borrower on such date in an interest-bearing segregated account subject to the sole dominion and control of the Administrative Agent (the “Over Advance Account”), and below. (iv) upon Borrower shall prepay the Obligations on the earlier of the date which is ten (10) days after (A) the next date on which Holdings' annual audited Financial Statements for the Borrower is required to deliver to the Administrative Agent a Borrowing Base Certificate immediately preceding Fiscal Year are delivered pursuant to Section 6.2 ANNEX E and (B) the occurrence of a Default or an Event of Default, the Borrower either (i) directs the Administrative Agent to apply the proceeds in the Over Advance Account equal to the then applicable Over Advances to the prepayment of the Loans (with the remaining balance date on which such annual audited Financial Statements were required to be paid delivered pursuant to the Borrower ANNEX E, in such account designated by the Borrower) or (ii) only to the extent no Over Advance exists on such date, directs the Administrative Agent to (and the Administrative Agent thereafter shall promptly, but in any event within two (2) Business Days of receiving such direction) deposit all amounts in the Over Advance Account to such account designated by the Borrower in writing at such time. (c) If any Indebtedness shall be incurred by any Group Member (excluding any Indebtedness incurred in accordance with Section 7.2), an amount equal to 100% of Excess Cash Flow for the Net immediately preceding Fiscal Year. Any prepayments from Excess Cash Proceeds thereof Flow paid pursuant to this CLAUSE (iv) shall be allocated to Borrower's Obligations based upon Borrower's relative contribution to Excess Cash Flow and shall be applied on the date of such incurrence toward the prepayment of the Loans as set forth in Section 2.5(d). (d) Amounts to be applied in connection with prepayments made pursuant to Section 2.5 shall be applied to the prepayment of the Loans in accordance with Section 2.9CLAUSE (c) below. Each such prepayment of the Loans under Section 2.5 shall be accompanied by accrued interest to a certificate signed by Borrower's chief financial officer certifying the date of such prepayment on manner in which Excess Cash Flow, the amount prepaid resulting prepayment, and the prepayment premium pursuant method of allocation to Section 2.6Borrower's Obligations were calculated, which certificate shall be in form and substance satisfactory to Agent.

Mandatory Prepayments. (a) If on any date any Group Member shall receive Net Cash Proceeds from In connection with any Asset Sale or Recovery Event thenDisposition, unless the Borrowers shall make (and, as applicable, shall cause each HUD Subsidiary, to make) a Reinvestment Notice shall be delivered in respect thereof, such Net Cash Proceeds shall be applied on such date toward the prepayment of the Loans until paid in full upon the occurrence of the following (each a “Mandatory Prepayment Event”) at the following times and in the following amounts (such applicable amounts being referred to as set forth in Section 2.5(d); provided, that, notwithstanding the foregoing, “Designated Proceeds”): (i) the aggregate Net Cash Proceeds Concurrently with consummation of any Asset Sales and Recovery Events that may be excluded from the foregoing requirement pursuant to a Reinvestment Notice shall not exceed $250,000 and (ii) on each Reinvestment Prepayment DateDisposition, an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied toward the prepayment of the Loans as set forth in Section 2.5(d). (b) If on any date of determination the aggregate principal amount of Loans (excluding any Additional Loans) outstanding exceeds the Borrowing Base (such excess amount being referred to herein as, an “Over Advance”), the Borrower shall prepay the Loans in an aggregate amount equal to such Over Advance on such date. Notwithstanding the foregoing, the Borrower shall not be required to make a prepayment pursuant to this Section 2.5(b) so long as (i) the aggregate amount of Over Advances on such date does not exceed $3,000,000, (ii) no Default or Event of Default has occurred and is continuing, (iii) an amount equal to (A) 110% of the aggregate principal amount of Loans (excluding any Additional Loans) outstanding on such date minus (B) the Borrowing Base is deposited by the Borrower on such date in an interest-bearing segregated account subject to the sole dominion and control of the Administrative Agent (the “Over Advance Account”), and (iv) upon the earlier of (A) the next date on which the Borrower is required to deliver to the Administrative Agent a Borrowing Base Certificate pursuant to Section 6.2 and (B) the occurrence of a Default or an Event of Default, the Borrower either (i) directs the Administrative Agent to apply the proceeds in the Over Advance Account equal to the then applicable Over Advances to the prepayment of the Loans (with the remaining balance to be paid to the Borrower in such account designated by the Borrower) or (ii) only to the extent no Over Advance exists on such date, directs the Administrative Agent to (and the Administrative Agent thereafter shall promptly, but in any event within two (2) Business Days of receiving such direction) deposit all amounts in the Over Advance Account to such account designated by the Borrower in writing at such time. (c) If any Indebtedness shall be incurred by any Group Member (excluding any Indebtedness incurred in accordance with Section 7.2), an amount equal to 100% of the lesser of (A) Net Cash Proceeds thereof shall be applied on Proceeds, and (B) the date appraised Value for such parcel of such incurrence toward the prepayment of the Loans as Borrower’s Real Estate set forth in the applicable Appraisal, or, as applicable, the mutually agreed upon value set forth in Schedule 6.1.2(a)(i) attached hereto for any parcel of real estate owned by any HUD Subsidiary, in either case, less (but without duplication) any Non-Borrower Payment Amounts; and (ii) Solely with respect to Asset Dispositions of Borrowers, a Senior Officer of Parent shall deliver a Compliance Certificate that shows that the Loan to Value Ratio is not greater than seventy-five percent (75%) taking into account the Asset Disposition. In the event the Loan to Value Ratio is greater than seventy-five percent (75%) Borrower may elect to prepay the Loan in order to bring the Loan to Value Ratio into compliance. (b) The Borrowers shall remain responsible for and concurrently pay (with any such mandatory prepayment) the Administrative Agent (for the benefit of the Lenders) any amounts due or owing pursuant to Section 2.5(d8.4. (c) Subject to the Administrative Agent’s written consent (which consent shall not be unreasonably delayed, withheld or conditioned), the Borrowers may have any parcel of Real Estate reappraised as reasonably requested at any time as long as any such new appraisal (i) is ordered by Administrative Agent, (ii) is prepared by an independent appraiser approved by the Administrative Agent, (iii) is at the sole cost and expense of the Borrowers, (iv) satisfies the requirements of FIRREA, and (v) is otherwise in form and substance reasonably satisfactory to Administrative Agent. If each of the foregoing conditions in this subsection (c) are satisfied, such new appraisal shall replace and supersede the Appraisal for the applicable parcel of Real Estate for purposes of this Agreement. (d) Amounts to be applied in In connection with prepayments made pursuant any refinancing of any HUD Debt of any HUD Subsidiary in which Excess Cash Flow (as defined in Section 10.15(b)) of the HUD Subsidiaries in the aggregate at such time is less than the Excess Cash Flow generated by the HUD Subsidiaries in the aggregate as of April 13, 2005, the Borrowers shall cause such HUD Subsidiary to Section 2.5 shall be applied to the make a prepayment of the Loans (until such time as the Loans have been paid in accordance with Section 2.9. Each prepayment full) upon the occurrence of any such refinancing by the amount that the cash proceeds of such new financing exceeds (i) the amount of the Loans under Section 2.5 Debt to be repaid (including any prepayment premiums, yield maintenance payments or other amounts, fees or charges to be paid on such Debt), and (ii) the transaction fees and expenses actually incurred, in connection with such refinancing transaction. Borrowers shall be accompanied by accrued interest to remain responsible for and concurrently pay (with any such mandatory prepayment) the date Administrative Agent (for the benefit of such prepayment on the amount prepaid and the prepayment premium Lenders) any amounts due or owing pursuant to Section 2.68.4.

Mandatory Prepayments. (a) If on any date the Borrower or any Group Member its 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 on such date toward the prepayment of the Loans as set forth in Section 2.5(d); 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 not exceed $250,000 and (ii) on each Reinvestment Prepayment Date, an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied toward the prepayment of the Loans as set forth in Section 2.5(d). (b) If on any date of determination the aggregate principal amount of Loans (excluding any Additional Loans) outstanding exceeds the Borrowing Base (such excess amount being referred to herein as, an “Over Advance”)Event, the Borrower shall prepay promptly, and in any event within ten Business Days, make a prepayment of the Loans in an aggregate amount equal to 100% of such Over Advance on such date. Notwithstanding the foregoing, Net Cash Proceeds; provided that the Borrower shall not be required to make prepay the Loans as a prepayment pursuant to this Section 2.5(bresult of a Prepayment Event under clause (a) so long as or (ib) the aggregate amount of Over Advances on such date does not exceed $3,000,000, (ii) no Default or Event of Default has occurred and is continuing, (iii) an amount equal to (A) 110% of the aggregate principal amount definition thereof if (and to the extent in excess of Loans (excluding the Prepayment Threshold Amount), for any Additional Loans) outstanding on fiscal year of the Borrower with respect to such date minus (B) the Borrowing Base is deposited Net Cash Proceeds received by the Borrower on such date in an interest-bearing segregated account subject to the sole dominion and control or any of its Subsidiaries from any of the Administrative Agent events described in clause (a) or (b), respectively, of such definition that are in excess of US$1,000,000 (with amounts under each such clause (a) and clause (b) being separately calculated as in excess of US$1,000,000 (each, the “Over Advance AccountPrepayment Threshold Amount”)), and (iv) upon the earlier of (A) the next date on which the Borrower is required to deliver shall have delivered to the Administrative Agent a Borrowing Base Certificate Reinvestment Notice prior to the date on which a prepayment would otherwise be required under this Section 2.8(a). If the Borrower delivers a Reinvestment Notice pursuant to Section 6.2 and (B) the occurrence of a Default or an Event of Default, the Borrower either (i) directs the Administrative Agent to apply the proceeds in the Over Advance Account equal proviso to the then applicable Over Advances to the prepayment of the Loans (with the remaining balance to be paid to the Borrower in immediately preceding sentence, such account designated by the Borrower) or (ii) only to the extent no Over Advance exists on such date, directs the Administrative Agent to (and the Administrative Agent thereafter shall promptly, but in any event within two (2) Business Days of receiving such direction) deposit all amounts in the Over Advance Account to such account designated by the Borrower in writing at such time. (c) If any Indebtedness shall be incurred by any Group Member (excluding any Indebtedness incurred in accordance with Section 7.2), an amount equal to 100% of the Net Cash Proceeds thereof may be applied for the purposes set forth in such Reinvestment Notice and, if not so applied by the Reinvestment Prepayment Date with respect to the relevant Prepayment Event, shall be applied on the such date of such incurrence toward the prepayment of to prepay the Loans as set forth in Section 2.5(d)accordance with clause (c) below, until such outstanding Loans are repaid in full. (db) Amounts to be applied in connection with prepayments made pursuant to Section 2.5 clause (a) shall be applied (i) first to the prepayment Tranche B Loans and (ii) second, once all amounts due under the Tranche B Loans have been paid in full, to reduce permanently the Tranche A Commitments pro rata. After giving effect to such Commitment reductions, if the aggregate amount of Tranche A Loans outstanding would exceed the then amount of the Loans Tranche A Commitments, the Borrower shall repay each such excess amount promptly (and, in accordance with Section 2.9. any event, within ten Business Days) after the event giving rise to such reduction of the Tranche A Commitments. (c) Each prepayment of the Loans under this Section 2.5 2.8 shall be accompanied by made together with accrued interest to the date of such prepayment on the amount so prepaid and the prepayment premium any other amounts due pursuant to Section 2.63.4. Any amount prepaid under this Section 2.8 may not be reborrowed.

Mandatory Prepayments. (a) If on any date any Group Member 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 on such date toward the prepayment of the Loans as set forth in Section 2.5(d); provided, that, notwithstanding the foregoing, (i) If, after giving effect to any termination or reduction of the aggregate Net Cash Proceeds of Asset Sales and Recovery Events that may be excluded from the foregoing requirement Aggregate Maximum Credit Amounts pursuant to a Reinvestment Notice Section 2.06(b), the total Revolving Credit Exposures exceeds the total Commitments, then the Borrower shall not exceed $250,000 (A) prepay the Borrowings on the date of such termination or reduction in an aggregate principal amount equal to such excess, and (iiB) if any excess remains after prepaying all of the Borrowings as a result of an LC Exposure, pay to the Administrative Agent on each Reinvestment Prepayment Date, behalf of the Lenders an amount equal to the Reinvestment Prepayment Amount with respect such excess to the relevant Reinvestment Event shall be applied toward the prepayment of the Loans held as set forth cash collateral as provided in Section 2.5(d2.08(j). (bii) If on Upon any date redetermination of determination or adjustment to the amount of the Borrowing Base in accordance with Section 2.07(b) or (c), if the total Revolving Credit Exposures exceeds the redetermined or adjusted Borrowing Base minus the aggregate principal amount of Loans Permitted Senior Notes, then the Borrower shall (excluding A) prepay the Borrowings in an aggregate principal amount equal to such excess, and (B) if any Additional Loansexcess remains after prepaying all of the Borrowings as a result of an LC Exposure, pay to the Administrative Agent on behalf of the Lenders an amount equal to such excess to be held as cash collateral as provided in Section 2.08(j). The Borrower shall be obligated to make such prepayment and/or deposit of cash collateral in six equal monthly installments, the first of which shall be due thirty (30) outstanding days following its receipt of the New Borrowing Base Notice in accordance with Section 2.07(d); provided that all payments required to be made pursuant to this Section 3.04(c)(ii) must be made on or prior to the Termination Date. (iii) Upon any adjustments to the Borrowing Base pursuant to Section 2.07(e) or Section 9.11, if the total Revolving Credit Exposures exceeds the Borrowing Base as adjusted minus the aggregate principal amount of Permitted Senior Notes, then the Borrower shall (A) prepay the Borrowings in an aggregate principal amount equal to such excess, and (B) if any excess remains after prepaying all of the Borrowings as a result of an LC Exposure, pay to the Administrative Agent on behalf of the Lenders an amount equal to such excess to be held as cash collateral as provided in Section 2.08(j). The Borrower shall be obligated to make such prepayment and/or deposit of cash collateral on the date it or any Subsidiary receives notice from the Administrative Agent as provided in Section 2.07(e) or Section 9.11, as applicable; provided that all payments required to be made pursuant to this Section 3.04(c)(iii) must be made on or prior to the Termination Date. (iv) If at any time after the Effective Date, (A) new Permitted Senior Notes are issued or sold by the Borrower and (B) as a result of such issuance or sale, the aggregate amount being referred to herein asof Permitted Senior Notes then outstanding and the Revolving Credit Exposures exceed the then effective Borrowing Base, an “Over Advance”), then the Borrower shall prepay the Loans Borrowings and/or pay to the Administrative Agent on behalf of the Lenders cash collateral for the Letters of Credit as provided in an aggregate amount section 2.08(j), such that after giving effect to such prepayment, the Revolving Credit Exposures are equal to such Over Advance on such date. Notwithstanding or less than the foregoing, the Borrower shall not be required to make a prepayment pursuant to this Section 2.5(b) so long as (i) the aggregate amount of Over Advances on such date does not exceed $3,000,000, (ii) no Default or Event of Default has occurred and is continuing, (iii) an amount equal to (A) 110% of then effective Borrowing Base minus the aggregate principal amount of Loans (excluding the Permitted Senior Notes then outstanding. The Borrower shall be obligated to make such prepayment and/or deposit of cash collateral on the date it or any Additional Loans) outstanding on Subsidiary receives cash proceeds as a result of such date minus (B) the Borrowing Base is deposited by the Borrower on such date in an interest-bearing segregated account subject to the sole dominion and control issuance of the Administrative Agent (the “Over Advance Account”), and (iv) upon the earlier of (A) the next date on which the Borrower is required to deliver to the Administrative Agent a Borrowing Base Certificate pursuant to Section 6.2 and (B) the occurrence of a Default or an Event of Default, the Borrower either (i) directs the Administrative Agent to apply the proceeds in the Over Advance Account equal to the then applicable Over Advances to the prepayment of the Loans (with the remaining balance to be paid to the Borrower in such account designated by the Borrower) or (ii) only to the extent no Over Advance exists on such date, directs the Administrative Agent to (and the Administrative Agent thereafter shall promptly, but in any event within two (2) Business Days of receiving such direction) deposit all amounts in the Over Advance Account to such account designated by the Borrower in writing at such timenew Permitted Senior Notes. (cv) If any Indebtedness Each prepayment of Borrowings pursuant to this Section 3.04(c) shall be incurred by applied, first, ratably to any Group Member ABR Borrowings then outstanding, and, second, to any Eurodollar Borrowings then outstanding, and if more than one Eurodollar Borrowing is then outstanding, to each such Eurodollar Borrowing in order of priority beginning with the Eurodollar Borrowing with the least number of days remaining in the Interest Period applicable thereto and ending with the Eurodollar Borrowing with the most number of days remaining in the Interest Period applicable thereto. (excluding any Indebtedness incurred in accordance with vi) Each prepayment of Borrowings pursuant to this Section 7.2), an amount equal to 100% of the Net Cash Proceeds thereof 3.04(c) shall be applied on the date of such incurrence toward the prepayment of ratably to the Loans as set forth included in Section 2.5(d). (d) Amounts to be applied in connection with prepayments made the prepaid Borrowings. Prepayments pursuant to this Section 2.5 shall be applied to the prepayment of the Loans in accordance with Section 2.9. Each prepayment of the Loans under Section 2.5 3.04(c) shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid and the prepayment premium pursuant to extent required by Section 2.63.02.

Mandatory Prepayments. Within five (a5) If on Business Days after the Borrower's or any date of the Borrower's Subsidiaries' receipt of any Group Member proceeds of sale of (i) prior to the payment in full of all of the Indebtedness of the Borrower under the Other Credit Agreement, (A) a Security constituting a New Investment (other than pursuant to a sale of UAG Stock under Section 8.12), the Borrower shall receive Net Cash Proceeds from any Asset Sale or Recovery Event then, unless make a Reinvestment Notice shall be delivered in respect thereof, such Net Cash Proceeds shall be applied on such date toward the mandatory prepayment of the Loans as set forth in Section 2.5(d); 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 not exceed $250,000 and (ii) on each Reinvestment Prepayment Date, an amount equal to the Reinvestment Prepayment Amount greater of (I) an amount necessary to cause the Loans to be in compliance with respect Regulation U and (II) an amount equal to the relevant Reinvestment Event sum of (x) the then outstanding principal amount of the Loan (as defined in the Other Credit Agreement) plus (y) the then outstanding principal amount of the Loans, such sum multiplied by the applicable Prepayment Percentage and (B) UAG Stock under Section 8.12, the Borrower shall be applied toward the make a mandatory prepayment of the Loans in an amount equal to the net proceeds of sale of such UAG Stock (after deducting therefrom any payments required under the Asset Appreciation Agreement as set forth in Section 2.5(da result of such sale).; and (bii) If on any date after the payment in full of determination all of the aggregate principal amount Indebtedness of Loans the Borrower under the Other Credit Agreement, a Security (excluding any Additional Loansas defined in the Asset Appreciation Agreement) outstanding exceeds the Borrowing Base (such excess amount being referred to herein as, an “Over Advance”)or a Primary Operating Asset, the Borrower shall prepay make or cause to be made a mandatory prepayment of the Loans in an aggregate amount equal to such Over Advance the greater of (A) an amount necessary to cause the Loans to be in compliance with Regulation U and (B) the amount of the Loans then outstanding multiplied by the then applicable Prepayment Percentage; provided, however, that if the applicable Prepayment Percentage cannot be determined on such date. Notwithstanding date of payment due to the foregoingBorrower's and the Lender's inability to agree on or prior to such date the Fair Market Value of the applicable Security (as defined in the Asset Appreciation Agreement) or Primary Operating Asset then the Borrower shall be in compliance with this clause (b) so long as on such date the Borrower makes a prepayment of the Loan in an amount equal to the Borrower's reasonable estimate of the mandatory prepayment required by this clause (b) and so long as within one (1) Business Day of the ultimate determination of such Fair Market Value pursuant to the Asset Appreciation Agreement the Borrower pays any deficiency in such actual prepayment amount; provided, further, however, that if upon a sale, exchange or other disposition of an asset of CHF that would otherwise require a prepayment of the Loan restrictions contained in Contractual Obligations of CHF existing on the Closing Date prohibit the distribution of proceeds of such transaction to the Borrower, then the Borrower shall not be required to make such a prepayment pursuant to this Section 2.5(b) so long as (i) the aggregate amount of Over Advances on such date does not exceed $3,000,000, (ii) no Default or Event of Default has occurred and is continuing, (iii) an amount equal to (A) 110% of the aggregate principal amount of Loans (excluding any Additional Loans) outstanding on such date minus (B) the Borrowing Base is deposited by the Borrower on such date in an interest-bearing segregated account subject to the sole dominion and control of the Administrative Agent (the “Over Advance Account”), and (iv) upon the earlier of (A) the next date on which the Borrower is required to deliver to the Administrative Agent a Borrowing Base Certificate pursuant to Section 6.2 and (B) the occurrence of a Default or an Event of Default, the Borrower either (i) directs the Administrative Agent to apply the proceeds in the Over Advance Account equal to the then applicable Over Advances to the prepayment of the Loans (with the remaining balance to be paid to the Borrower in such account designated by the Borrower) or (ii) only to the extent no Over Advance exists on such date, directs the Administrative Agent to (and the Administrative Agent thereafter shall promptly, but in any event within two (2) Business Days of receiving such direction) deposit all amounts in the Over Advance Account to such account designated by the Borrower in writing at such time. (c) If any Indebtedness shall be incurred by any Group Member (excluding any Indebtedness incurred in accordance with Section 7.2), an amount equal to 100% of the Net Cash Proceeds thereof shall be applied on the date of such incurrence toward prohibition until the prepayment of the Loans as set forth in Section 2.5(d). (d) Amounts to be applied in connection with prepayments made pursuant to Section 2.5 shall be applied to the prepayment of the Loans in accordance with Section 2.9. Each prepayment of the Loans under Section 2.5 shall be accompanied by accrued interest to the date removal or termination of such prepayment on the amount prepaid and the prepayment premium pursuant to Section 2.6restriction.

Mandatory Prepayments. (a) If on any date any Group Member 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 on such date toward the prepayment of the Loans as set forth in Section 2.5(d); provided, that, notwithstanding the foregoing, (i) If, after giving effect to any termination or reduction of the aggregate Net Cash Proceeds of Asset Sales and Recovery Events that may be excluded from the foregoing requirement Aggregate Maximum Credit Amounts pursuant to a Reinvestment Notice shall not exceed $250,000 Section 2.06(b), the total Revolving Credit Exposures minus any Cash Collateral previously pledged and still held by the Administrative Agent in respect of any LC Exposure exceeds the lesser of (A) the total Commitments and (iiB) the Borrowing Base, then the Borrower shall prepay the Borrowings on each Reinvestment Prepayment Datethe date of such termination or reduction in an aggregate principal amount equal to such excess, and if any excess remains after prepaying all of the Borrowings as a result of an LC Exposure, pay to the Administrative Agent on behalf of the Lenders an amount equal to the Reinvestment Prepayment Amount with respect such excess to the relevant Reinvestment Event shall be applied toward the prepayment of the Loans held as set forth Cash Collateral as provided in Section 2.5(d2.08(j). (bii) If on Upon any date redetermination of determination or adjustment to the aggregate principal amount of Loans (excluding any Additional Loans) outstanding exceeds the Borrowing Base in accordance with Section 2.07 or Section 8.13(c), if the total Revolving Credit Exposures exceeds the redetermined or adjusted Borrowing Base, then, after receiving notice from the Administrative Agent by means of a New Borrowing Base Notice or notice of adjustment pursuant to Section 8.13(c), in each case, of such Borrowing Base Deficiency (such excess amount being referred to herein asdate of receipt of notice, an the “Over AdvanceDeficiency Notification Date”), the Borrower shall at its option: (A) within thirty (30) days of the Deficiency Notification Date (1) prepay the Loans Borrowings in an aggregate principal amount equal to such Over Advance excess, and (2) if any excess remains after prepaying all of the Borrowings as a result of any LC Exposure, pay to the Administrative Agent on behalf of the Lenders an amount equal to such date. Notwithstanding excess to be held as Cash Collateral as provided in Section 2.08(j), (B) promptly notify the foregoingAdministrative Agent that it shall pay off such Borrowing Base Deficiency in installments and then, commencing on the 30th day after the Deficiency Notification Date and same day of each month for the two months thereafter (or if any such day is not a Business Day, the immediately preceding Business Day), prepay the Borrowings in an amount equal to one-third (1/3rd) of such Borrowing Base Deficiency so that the Borrowing Base Deficiency is reduced to zero within 90 days of the Deficiency Notification Date, or (C) within fifteen (15) days following the Deficiency Notification Date, submit (and pledge as Collateral) additional Oil and Gas Properties owned by the Borrower or any of the other Loan Parties for consideration in connection with the determination of the Borrowing Base which the Administrative Agent and the Required Lenders deem satisfactory, in their sole discretion, to eliminate such Borrowing Base Deficiency; provided that, notwithstanding the options set forth above, in all cases, the Borrowing Base Deficiency must be eliminated on or prior to the Termination Date. (iii) Upon any adjustments to the Borrowing Base pursuant to Section 9.12, if the total Revolving Credit Exposures exceeds the Borrowing Base as adjusted, then the Borrower shall not (A) prepay the Borrowings in an aggregate principal amount equal to such excess, and (B) if any excess remains after prepaying all of the Borrowings as a result of an LC Exposure, pay to the Administrative Agent on behalf of the Lenders an amount equal to such excess to be required held as Cash Collateral as provided in Section 2.08(j). The Borrower shall be obligated to make such prepayment and/or deposit of Cash Collateral on the date it or any Loan Party receives cash proceeds as a result of such disposition or termination; provided that in all cases, the Borrowing Base Deficiency must be eliminated on or prior to the Termination Date. (iv) Each prepayment of Borrowings pursuant to this Section 2.5(b3.04(c) so long as (i) shall be applied, first, ratably to any ABR Borrowings then outstanding, and, second, to Eurodollar Borrowings then outstanding beginning with the aggregate amount Eurodollar Borrowing with the least number of Over Advances on such date does not exceed $3,000,000, (ii) no Default or Event of Default has occurred and is continuing, (iii) an amount equal to (A) 110% of the aggregate principal amount of Loans (excluding any Additional Loans) outstanding on such date minus (B) the Borrowing Base is deposited by the Borrower on such date in an interest-bearing segregated account subject to the sole dominion and control of the Administrative Agent (the “Over Advance Account”), and (iv) upon the earlier of (A) the next date on which the Borrower is required to deliver to the Administrative Agent a Borrowing Base Certificate pursuant to Section 6.2 and (B) the occurrence of a Default or an Event of Default, the Borrower either (i) directs the Administrative Agent to apply the proceeds days remaining in the Over Advance Account equal to the then Interest Period applicable Over Advances to the prepayment of the Loans (thereto and ending with the Eurodollar Borrowing with the most number of days remaining balance to be paid to the Borrower in such account designated by the Borrower) or (ii) only to the extent no Over Advance exists on such date, directs the Administrative Agent to (and the Administrative Agent thereafter shall promptly, but in any event within two (2) Business Days of receiving such direction) deposit all amounts in the Over Advance Account to such account designated by the Borrower in writing at such timeInterest Period applicable thereto. (cv) If any Indebtedness shall be incurred by any Group Member (excluding any Indebtedness incurred in accordance with Section 7.2), an amount equal to 100% of the Net Cash Proceeds thereof shall be applied on the date of such incurrence toward the prepayment of the Loans as set forth in Section 2.5(d). (d) Amounts to be applied in connection with prepayments made Prepayments pursuant to this Section 2.5 shall be applied to the prepayment of the Loans in accordance with Section 2.9. Each prepayment of the Loans under Section 2.5 3.04(c) shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid and the prepayment premium pursuant to extent required by Section 2.63.02.

Mandatory Prepayments. (ai) If on at any date any Group Member 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 on such date toward time the prepayment aggregate total Revolving Credit Exposure of all of the Loans as set forth in Section 2.5(d); provided, that, notwithstanding Lenders exceeds the foregoing, lesser of (i) the aggregate Net Cash Proceeds Aggregate Revolving Commitments of Asset Sales and Recovery Events that may be excluded from all of the foregoing requirement pursuant to a Reinvestment Notice shall not exceed $250,000 and Revolving Lenders or (ii) on each Reinvestment Prepayment Datethe Borrowing Base, an the Borrowers shall immediately prepay the entire amount equal of such excess to the Reinvestment Prepayment Amount with respect to Administrative Agent, for the relevant Reinvestment Event shall be applied toward the prepayment ratable account of the Loans as set forth in Section 2.5(d). (b) If on any date of determination the aggregate principal amount of Loans (excluding any Additional Loans) outstanding exceeds the Borrowing Base (such excess amount being referred to herein asRevolving Lenders, an “Over Advance”), the Borrower shall prepay the Loans in an aggregate amount equal to such Over Advance on such date. Notwithstanding excess in accordance with clause (vi) below. (ii) Upon the foregoingDisposition of any assets by the Borrowers or any Subsidiary (other than a Disposition permitted under Section 8.4(b) or (i)), the Borrower Borrowers shall not prepay an aggregate principal amount of Loans equal to 100% of the Net Cash Proceeds received therefrom promptly following receipt thereof by the Borrowers or such Subsidiary (such prepayments to be required applied as set forth in clause (vi) below); provided, however, that at the election of the Borrowers (as notified by the Borrowers to make a prepayment pursuant the Administrative Agent on or prior to this Section 2.5(b) the date of receipt of such proceeds), the Borrowers or such Subsidiary may reinvest such proceeds to replace such assets in respect of which such proceeds were received so long as (iI) such reinvestment is completed within 180 days after the aggregate amount receipt of Over Advances on such date does not exceed $3,000,000proceeds, (iiII) while such reinvestment is underway, all of such proceeds are on deposit with the Administrative Agent in a separate deposit account over which the Administrative Agent has exclusive control, and (III) such Disposition did not cause an Event of Default and no other Default or Event of Default has occurred and is continuing; provided, (iii) an amount equal to (A) 110% of the aggregate principal amount of Loans (excluding further, that any Additional Loans) outstanding on such date minus (B) the Borrowing Base is deposited by the Borrower on such date in an interest-bearing segregated account subject to the sole dominion and control of the Administrative Agent (the “Over Advance Account”), and (iv) upon the earlier of (A) the next date on which the Borrower is required to deliver to the Administrative Agent a Borrowing Base Certificate pursuant to Section 6.2 and (B) the occurrence of a Default or an Event of Default, the Borrower either (i) directs the Administrative Agent to apply the proceeds in the Over Advance Account equal to the then applicable Over Advances to the prepayment of the Loans (with the remaining balance to be paid to the Borrower in such account designated by the Borrower) or (ii) only to the extent no Over Advance exists on such date, directs the Administrative Agent to (and the Administrative Agent thereafter shall promptly, but in any event within two (2) Business Days of receiving such direction) deposit all amounts in the Over Advance Account to such account designated by the Borrower in writing at such time. (c) If any Indebtedness shall be incurred by any Group Member (excluding any Indebtedness incurred in accordance with Section 7.2), an amount equal to 100% of the Net Cash Proceeds thereof not reinvested within such 180-day period shall be applied on the date of such incurrence toward the prepayment of the Loans as set forth in Section 2.5(d). (d) Amounts to be applied in connection with prepayments made pursuant to Section 2.5 shall be promptly applied to the prepayment of the Loans as otherwise set forth in accordance clause (vi) below. For the avoidance of doubt, nothing in this clause (ii) shall be construed to permit any Disposition of assets not otherwise permitted hereunder. (iii) Upon the sale or issuance by the Borrowers or any Subsidiary of any of their Equity Interests (other than any Specified Contribution), the Borrowers shall prepay an aggregate principal amount of Loans in the amount equal to 100% of all Net Cash Proceeds received therefrom promptly following receipt thereof by the Borrowers or such Subsidiary (such prepayments to be applied as set forth in clause (vi) below). For the avoidance of doubt, nothing in this clause (iii) shall be construed to permit any sale or issuance of Equity Interests not otherwise permitted hereunder. (iv) Upon the issuance or incurrence by the Borrower or any Subsidiary of any Indebtedness (other than Indebtedness permitted under Section 8.1), the Borrower shall prepay an aggregate principal amount of Loans equal to 100% of all Net Cash Proceeds received therefrom promptly following receipt thereof by the Borrower or such Subsidiary (such prepayment to be applied as set forth in clause (vi) below). For the avoidance of doubt, nothing in this clause (iv) shall be construed to permit the issuance or incurrence of Indebtedness not otherwise permitted hereunder. (v) Upon the receipt by the Borrowers or any Subsidiary of any Net Cash Proceeds not in the ordinary course of business, including, without limitation, tax refunds, pension plan reversions, proceeds of insurance, condemnation awards (and payments in lieu thereof), indemnity payments and any purchase price adjustments (each, an “Extraordinary Receipt”), the Borrowers shall prepay an aggregate principal amount of Loans equal to 100% of all Net Cash Proceeds received therefrom promptly following receipt thereof by the Borrowers or such Subsidiary (such prepayments to be applied as set forth in clause (vi) below); provided, however, that with Section 2.9. Each respect to insurance proceeds received in connection with any casualty or condemnation event, at the election of the Borrowers (as notified by the Borrowers to the Administrative Agent on or prior to the date of receipt of such proceeds), the Borrowers may apply such proceeds to the repair, restoration, or replacement of the assets suffering such casualty or condemnation event, so long as (A) such repair, restoration, or replacement is completed within 180 days after the receipt of such proceeds, (B) while such repair, restoration, or replacement is underway, all of such proceeds are on deposit with the Administrative Agent in a separate deposit account over which the Administrative Agent has exclusive control and otherwise available to the Borrowers upon its request to pay for the costs and expenses of such repair, restoration or replacement as such costs and expenses are incurred, and (C) such casualty or condemnation event did not cause an Event of Default and no other Default or Event of Default has occurred and is continuing; provided, further, if such repair, restoration, or replacement is not completed within such 180-day period, then such Net Cash Proceeds shall be promptly applied to the prepayment of the Loans as otherwise set forth in clause (vi) below. (vi) Prepayments of Loans under Section 2.5 Sections 2.8(b)(ii) through (v) shall be accompanied by accrued interest applied first, to the date remaining installments of such prepayment principal due on the amount prepaid Revolving Loans, in order of maturity; and shall be applied first, to any Base Rate Loans then outstanding, and second, to any SOFR Loans then outstanding, and if more than one SOFR Loan is then outstanding, to such SOFR Loans in such order as the Borrowers may direct, or if the Borrowers fails to so direct, as the Administrative Agent shall elect. For the avoidance of doubt, the application of any mandatory prepayment premium to the Outstanding Amount of the Revolving Loans made pursuant to this Section 2.8(b)(vi) shall not result in a corresponding permanent reduction of the Aggregate Revolving Commitments. Unless so directed by the Borrowers, or unless an Event of Default has occurred and is continuing, any prepayment of Loans pursuant to this Section 2.8(b) shall only be applied to the outstanding SOFR Loans (A) on the last day of the Interest Period applicable thereto or (B) to the extent that there are no outstanding Base Rate Loans, and, in any such event, the Borrowers shall pay all amounts required pursuant to Section 2.62.16.

Mandatory Prepayments. (a) If on any date any Group Member 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 on such date toward the prepayment of the Loans as set forth in Section 2.5(d); provided, that, notwithstanding the foregoing, (i) If (A) after giving effect to any termination or reduction of the aggregate Net Cash Proceeds of Asset Sales and Recovery Events that may be excluded from the foregoing requirement Aggregate Maximum Credit Amounts pursuant to a Reinvestment Notice shall not Section 2.06(b)‎, the total Credit Exposures exceed $250,000 and the total Commitments or (iiB) on each Reinvestment Prepayment Date, an amount equal after giving effect to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied toward the prepayment any reduction of the Loans as set forth in Section 2.5(d). (b) If on any date of determination the aggregate principal amount of Loans (excluding any Additional Loans) outstanding exceeds the Borrowing Base (such excess amount being referred pursuant to herein as, an “Over Advance”Section 2.07(e), the Borrower shall prepay total Credit Exposures exceed the Loans in an aggregate amount equal to such Over Advance on such date. Notwithstanding the foregoingBorrowing Base, then the Borrower shall not be required to make a prepayment pursuant to this Section 2.5(b(1) so long as (i) prepay the aggregate amount of Over Advances on such date does not exceed $3,000,000, (ii) no Default or Event of Default has occurred and is continuing, (iii) an amount equal to (A) 110% of the aggregate principal amount of Loans (excluding any Additional Loans) outstanding on such date minus (B) the Borrowing Base is deposited by the Borrower on such date in an interest-bearing segregated account subject to the sole dominion and control of the Administrative Agent (the “Over Advance Account”), and (iv) upon the earlier of (A) the next date on which the Borrower is required to deliver to the Administrative Agent a Borrowing Base Certificate pursuant to Section 6.2 and (B) the occurrence of a Default or an Event of Default, the Borrower either (i) directs the Administrative Agent to apply the proceeds in the Over Advance Account equal to the then applicable Over Advances to the prepayment of the Loans (with the remaining balance to be paid to the Borrower in such account designated by the Borrower) or (ii) only to the extent no Over Advance exists on such date, directs the Administrative Agent to (and the Administrative Agent thereafter shall promptly, but in any event within two (2) Business Days of receiving such direction) deposit all amounts in the Over Advance Account to such account designated by the Borrower in writing at such time. (c) If any Indebtedness shall be incurred by any Group Member (excluding any Indebtedness incurred in accordance with Section 7.2), an amount equal to 100% of the Net Cash Proceeds thereof shall be applied Borrowings on the date of such incurrence toward the prepayment termination or reduction in an aggregate principal amount equal to such excess, and (2) if any excess remains after prepaying all of the Loans Borrowings as set forth a result of an LC Exposure, pay to the Administrative Agent on behalf of the Lenders an amount equal to such excess to be held as cash collateral as provided in Section 2.5(d2.08(j)‎. (ii) Upon any redetermination of or adjustment to the amount of the Borrowing Base in accordance with ‎Section 2.07 (other than Section 2.07(e)) or Section 8.13(c)‎, if the total Credit Exposures exceed the redetermined or adjusted Borrowing Base, then the Borrower shall (A) prepay the Borrowings in an aggregate principal amount equal to such excess, and (B) if any excess remains after prepaying all of the Borrowings as a result of an LC Exposure, pay to the Administrative Agent on behalf of the Lenders an amount equal to such excess to be held as cash collateral as provided in ‎Section 2.08(j). The Borrower shall be obligated to pay all of such prepayment and/or deposit of cash collateral amount within forty-five (45) days following its receipt of the New Borrowing Base Notice in accordance with Section 2.07(d)‎ or the date the adjustment occurs; provided that all payments required to be made pursuant to this Section 3.04(c)(ii) must be made on or prior to the Termination Date. (diii) Amounts Upon any adjustments to the Borrowing Base pursuant to Section 9.11, if the total Credit Exposures exceed the Borrowing Base as adjusted, then the Borrower shall (A) prepay the Borrowings in an aggregate principal amount equal to such excess, and (B) if any excess remains after prepaying all of the Borrowings as a result of an LC Exposure, pay to the Administrative Agent on behalf of the Lenders an amount equal to such excess to be applied held as cash collateral as provided in connection with prepayments ‎Section 2.08(j). The Borrower shall be obligated to make such prepayment and/or deposit of cash collateral on the date it receives cash proceeds as a result of such disposition or such incurrence of Debt; provided that all payments required to be made pursuant to this Section 2.5 3.04(c)(iii)‎ must be made on or prior to the Termination Date. (iv) Each prepayment of Borrowings pursuant to this ‎Section 3.04(c) shall be applied to outstanding Borrowings as directed by the prepayment Borrower or, if no such direction is given, first, ratably to any ABR Borrowings then outstanding, and, second, to any Eurodollar Borrowings then outstanding, and if more than one Eurodollar Borrowing is then outstanding, to each such Eurodollar Borrowing in order of priority beginning with the Loans Eurodollar Borrowing with the least number of days remaining in accordance the Interest Period applicable thereto and ending with Section 2.9. the Eurodollar Borrowing with the most number of days remaining in the Interest Period applicable thereto. (v) Each prepayment of Borrowings pursuant to this ‎Section 3.04(c) shall be applied ratably to the Loans under Section 2.5 included in the prepaid Borrowings. Prepayments pursuant to this ‎Section 3.04(c) shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid and the prepayment premium pursuant to Section 2.6extent required by ‎Section 3.02.

Mandatory Prepayments. (a) If on any date any Group Member 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 on such date toward the prepayment Facility Usage exceeds the lesser of the Loans as set forth in Section 2.5(d); 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 not exceed $250,000 and Elected Facility Amount then in effect or (ii) on each Reinvestment Prepayment Datethe Borrowing Base then in effect, the Borrowers shall immediately prepay the Loans in an amount equal to the Reinvestment Prepayment Amount amount of such excess, together with respect any amounts payable pursuant to the relevant Reinvestment Event shall be applied toward the prepayment Section 4.11 of the Loans this Agreement as set forth in Section 2.5(d)a result thereof. (b) If on any date of determination the aggregate principal amount outstanding balance of all Loans (excluding any Additional Loans) outstanding exceeds the Borrowing Base (such excess amount being referred to herein as, an “Over Advance”)Loan Advance Sublimit, the Borrower Borrowers shall immediately prepay the Loans in an aggregate amount equal to the amount of such Over Advance excess, together with any amounts payable pursuant to Section 4.11 of this Agreement as a result thereof. (c) If on such date. Notwithstanding any date the foregoingaggregate outstanding principal amount of all Daylight Overdraft Loans and all Swing Line Loans exceeds the Daylight Overdraft/Swing Line Sublimit, the Borrower Borrowers shall not be immediately prepay the Daylight Overdraft Loans and Swing Line Loans in an amount equal to the amount of such excess, together with any amounts payable pursuant to Section 4.11 of this Agreement as a result thereof. (d) If on any date the aggregate Credit Extensions exceed any sublimit imposed pursuant to Section 2.4(b) of this Agreement, the Borrowers shall immediately prepay the Loans in an amount equal to the amount of such excess, together with any amounts payable pursuant to Section 4.11 of this Agreement as a result thereof. (e) In the event that the Borrowers are required to make a prepayment pursuant to Section 4.4(a), (b), (c), or (d) of this Section 2.5(b) so long as Agreement and after paying all outstanding Loans the Facility Usage continues to exceed the lesser of (i) the aggregate amount of Over Advances on such date does not exceed $3,000,000, Elected Facility Amount then in effect or (ii) no Default or Event of Default has occurred and is continuingthe Borrowing Base then in effect, (iii) the Borrowers will deposit with the Administrative Agent Cash Collateral in an amount equal to the amount of such remaining excess in the manner provided for in Section 3.1(b) of this Agreement. (Af) 110% of In the event that the aggregate principal amount of Loans (excluding any Additional Loans) outstanding on such date minus (B) L/C Obligations in respect of all Long Term Letters of Credit and all Performance Letters of Credit exceeds the Borrowing Base is deposited by Long Term and Performance L/C Sublimit, the Borrower on such date in an interest-bearing segregated account subject to the sole dominion and control of Borrowers will deposit with the Administrative Agent (the “Over Advance Account”), and (iv) upon the earlier of (A) the next date on which the Borrower is required to deliver to the Administrative Agent a Borrowing Base Certificate pursuant to Section 6.2 and (B) the occurrence of a Default or an Event of Default, the Borrower either (i) directs the Administrative Agent to apply the proceeds Cash Collateral in the Over Advance Account equal to the then applicable Over Advances to the prepayment of the Loans (with the remaining balance to be paid to the Borrower in such account designated by the Borrower) or (ii) only to the extent no Over Advance exists on such date, directs the Administrative Agent to (and the Administrative Agent thereafter shall promptly, but in any event within two (2) Business Days of receiving such direction) deposit all amounts in the Over Advance Account to such account designated by the Borrower in writing at such time. (c) If any Indebtedness shall be incurred by any Group Member (excluding any Indebtedness incurred in accordance with Section 7.2), an amount equal to 100% of the Net Cash Proceeds thereof shall be applied on the date amount of such incurrence toward the prepayment of the Loans as set forth in Section 2.5(d)remaining excess. (d) Amounts to be applied in connection with prepayments made pursuant to Section 2.5 shall be applied to the prepayment of the Loans in accordance with Section 2.9. Each prepayment of the Loans under Section 2.5 shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid and the prepayment premium pursuant to Section 2.6.

Mandatory Prepayments. (a) If on Upon the occurrence of any date any Group Member shall receive Net Cash Proceeds from any Asset Sale or Recovery Event thenof the events set forth in Section 2.1 of the Common Agreement, unless a Reinvestment Notice the Borrower shall be delivered in respect thereofrequired to prepay the Advances, such Net Cash Proceeds shall be applied on such date toward the prepayment of the Loans as set forth in Section 2.5(d); provided, that, notwithstanding 2.1 of 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 not exceed $250,000 and (ii) on each Reinvestment Prepayment Date, an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event Common Agreement. All such prepayments shall be applied toward made in the prepayment of the Loans as manner set forth in Section 2.5(d). (b) If on any date of determination the aggregate principal amount of Loans (excluding any Additional Loans) outstanding exceeds the Borrowing Base (such excess amount being referred to herein as, an “Over Advance”), the Borrower shall prepay the Loans in an aggregate amount equal to such Over Advance on such date. Notwithstanding the foregoing, the Borrower shall not be required to make a prepayment pursuant to this Section 2.5(b) so long as (i) the aggregate amount of Over Advances on such date does not exceed $3,000,000, (ii) no Default or Event of Default has occurred and is continuing, (iii) an amount equal to (A) 110% 2.1 of the aggregate principal amount of Loans (excluding any Additional Loans) outstanding on such date minus (B) the Borrowing Base is deposited by the Borrower on such date in an interest-bearing segregated account subject to the sole dominion and control of the Administrative Agent (the “Over Advance Account”)Common Agreement, and (iv) upon the earlier of (A) the next date on which the Borrower is required to deliver to the Administrative Agent a Borrowing Base Certificate pursuant to Section 6.2 and (B) the occurrence of a Default or an Event of Default, the Borrower either (i) directs the Administrative Agent to apply the proceeds in the Over Advance Account equal to the then applicable Over Advances to the prepayment of the Loans (together with the remaining balance to be paid to the Borrower in such account designated by the Borrower) or (ii) only to the extent no Over Advance exists on such date, directs the Administrative Agent to (and the Administrative Agent thereafter shall promptly, but in any event within two (2) Business Days of receiving such direction) deposit all amounts in the Over Advance Account to such account designated by the Borrower in writing at such time. (c) If any Indebtedness shall be incurred by any Group Member (excluding any Indebtedness incurred in accordance with Section 7.2), an amount equal to 100% of the Net Cash Proceeds thereof shall be applied on the date of such incurrence toward the prepayment of the Loans as set forth in Section 2.5(d). (d) Amounts to be applied in connection with prepayments made pursuant to Section 2.5 shall be applied to the prepayment of the Loans in accordance with Section 2.9. Each prepayment of the Loans under Section 2.5 shall be accompanied by accrued interest to the date of such prepayment on the principal amount prepaid, together with any amounts owing pursuant to Section 8.06(c). Amounts prepaid pursuant to this Section 2.06 and Section 2.1 of the Common Agreement may not be reborrowed. Amounts prepaid pursuant to this Section 2.06 and Section 2.1 of the Common Agreement shall be applied on a pro rata basis across maturities to the Advances held by each Lender, unless otherwise specified in Section 2.1 of the Common Agreement. (b) On the Test Date (as defined below), the Borrower shall notify the Administrative Agent in writing of the Gross Principal Due (as defined below) and the Cash Resources Available (as defined below), in each case as of the Test Date. If, on the Test Date, the Gross Principal Due exceeds the Cash Resources Available, as of the Test Date, the Borrower shall, no later than forty-five (45) days after the Test Date (the “Mandatory Prepayment Date”) prepay all of the Advances of all of the Lenders, provided that any Lender (each, a “Waiving Lender”) may, on or before the Mandatory Prepayment Date, by written notice to the Borrower (with a copy to the Administrative Agent) (a “Mandatory Prepayment Waiver Notice”) waive the requirement pursuant to this Section 2.06(b) for such mandatory prepayment with respect to the Advances of such Waiving Lender, whereupon the Borrower shall have no obligation to prepay the Advances of such Waiving Lender. Immediately after receipt thereof, the Administrative Agent shall provide a copy of each Mandatory Prepayment Waiver Notice to each Lender. On the Mandatory Prepayment Date, the Borrower shall prepay the Advances of all Lenders (other than each Waiving Lender). All such prepayments shall be made to the Lenders entitled thereto pro rata and shall otherwise be paid in the manner set forth in Section 2.1 of the Common Agreement. Such prepayments shall be made together with accrued interest to the date of such prepayment on the principal amount prepaid and the prepayment premium together with any amounts owing pursuant to Section 2.6.8.06(c) as a result of such prepayment. Amounts prepaid pursuant to this Section 2.06(b) may not be reborrowed. For the purposes of this Section 2.06(b):

Mandatory Prepayments. (a) If on any date any Group Member 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 on such date toward the prepayment of the Loans as set forth in Section 2.5(d); provided, that, notwithstanding the foregoing, (i) If, at any time, the aggregate Net Cash Proceeds Agent notifies the Borrowers that the Agent has determined that the Aggregate Loan Value of Asset Sales and Recovery Events that may be excluded from Eligible Collateral is less than the foregoing requirement pursuant Pro-Forma Exposure, then Xx. Xxxxxx shall, within [***] Banking Days after such notification, either (A) provide additional Eligible Collateral, satisfactory to a Reinvestment Notice shall not exceed $250,000 and (ii) on each Reinvestment Prepayment Datethe Required Banks, sufficient to increase the Aggregate Loan Value of Eligible Collateral to an amount equal to or greater than the Reinvestment Prepayment Amount with respect Pro-Forma Exposure, or (B) immediately repay, and/or cause [***] to repay, the relevant Reinvestment Event shall be applied toward principal amount of outstanding Loans such that the prepayment Pro-Forma Exposure does not exceed the Aggregate Loan Value of Eligible Collateral, or (C) any combination of the Loans as set forth options provided by (A) or (B) above which will result in Section 2.5(d)the Aggregate Loan Value of Eligible Collateral being equal to or greater than the Pro-Forma Exposure. (b) If on any date of determination the aggregate principal amount of Loans (excluding any Additional Loans) outstanding exceeds the Borrowing Base (such excess amount being referred to herein as, an “Over Advance”), the Borrower shall prepay the Loans in an aggregate amount equal to such Over Advance on such date. Notwithstanding the foregoing, the Borrower shall not be required to make a prepayment pursuant to this Section 2.5(b) so long as (i) the aggregate amount of Over Advances on such date does not exceed $3,000,000, (ii) no Default or Event of Default has occurred and is continuing, (iii) an amount equal to (A) 110% of the aggregate principal amount of Loans (excluding any Additional Loans) outstanding on such date minus (B) the Borrowing Base is deposited by the Borrower on such date in an interest-bearing segregated account subject to the sole dominion and control of the Administrative Agent (the “Over Advance Account”), and (iv) upon the earlier of (A) the next date on which the Borrower is required to deliver to the Administrative Agent a Borrowing Base Certificate pursuant to Section 6.2 and (B) the occurrence of a Default or an Event of Default, the Borrower either (i) directs the Administrative Agent to apply the proceeds in the Over Advance Account equal to the then applicable Over Advances to the prepayment of the Loans (with the remaining balance to be paid to the Borrower in such account designated by the Borrower) or (ii) only to the extent no Over Advance exists on such date, directs the Administrative Agent to (and the Administrative Agent thereafter shall promptly, but in any event within two (2) Business Days of receiving such direction) deposit all amounts in the Over Advance Account to such account designated by the Borrower in writing at such time. (c) If any Indebtedness prepayment or additional Eligible Collateral is due under Section 2.5(b)(i), then Xx. Xxxxxx shall have the right, prior to the end of the period of [***] Banking Days within which such prepayment is to be incurred by any Group Member (excluding any Indebtedness incurred made and/or additional Eligible Collateral is to be provided in accordance with Section 7.2)therewith, an to furnish to the Agent a certificate of Xx. Xxxxxx or his employee who functions as Xx. Xxxxxx’x chief financial officer, itemizing the Swap Exposure as to each Interest Rate Protection Agreement then in effect as of a date that is later than the previous date that the amount equal to 100% of the Net Cash Proceeds thereof shall be applied on the date of such incurrence toward the prepayment of the Loans as set forth in Swap Exposure was most recently provided under Section 2.5(d). 4.2(b) or 6.1(d) (dor this Section 2.5(b)(i) Amounts to be applied in connection with prepayments made pursuant to Section 2.5 shall be applied to the a prior prepayment of the Loans in accordance with Section 2.9. Each prepayment of the Loans under Section 2.5 shall be accompanied by accrued interest or additional Eligible Collateral requirement), but not more than [***] Banking Days prior to the date of such certificate. If such certificate is furnished to the Agent, then the Pro-Forma Exposure applicable under Section 2.5(b)(i) shall be recalculated using such later calculation of Swap Exposure, and the amount of any such required prepayment or additional Eligible Collateral shall be adjusted accordingly. (iii) Each prepayment or repayment in accordance with Section 2.5(b)(i) shall be applied first to any expenses incurred by the Agent and the Banks, second to any interest due on the amount prepaid prepaid, third to the outstanding principal amount of the Variable Rate Loans, and last to the outstanding principal amount of Fixed Rate Loans, in each case in such manner as the Agent in its discretion shall determine. (iv) If Xx. Xxxxxx fails to provide additional Eligible Collateral and/or make any principal payment when due in accordance with the terms of Section 2.5(b)(i), the Agent may immediately sell a portion of the Common Stock Collateral such that the net proceeds of such sale, when applied to the outstanding Loans (and interest thereon), will be in an amount sufficient to ensure that, after giving effect to such application, the Pro-Forma Exposure will be equal to or less than the Aggregate Loan Value of Eligible Collateral, and the prepayment premium pursuant Agent will promptly give Xx. Xxxxxx and the Banks notice of any such sale and application; provided that the Agent’s failure to Section 2.6give such notice shall not affect the validity thereof.

Mandatory Prepayments. (ai) If any Borrower, any other Loan Party or any Restricted Subsidiary suffers an Event of Loss or consummates an Asset Disposition, then (A) the Borrower Representative shall promptly notify the Administrative Agent of such Event of Loss or Asset Disposition (including the amount of the estimated Net Proceeds to be received by Borrowers, any other Loan Party or any Restricted Subsidiary in respect thereof) and (B) promptly upon receipt by Borrowers, such Loan Party or such Restricted Subsidiary of the Net Proceeds of such Event of Loss or Asset Disposition (unless the Borrower Representative has delivered a Reinvestment Notice to the Administrative Agent), the Borrowers shall prepay the Term Advances ratably among the Lenders; provided, however, that if, on the Reinvestment Prepayment Date in respect of any date any Group Member Reinvestment Event, the Reinvestment Prepayment Amount in respect of such Reinvestment Event shall receive exceed zero, the Borrowers shall prepay the Term Advances in an aggregate principal amount equal to such Reinvestment Prepayment Amount. Any Net Cash Proceeds from any Asset Sale or Recovery Event then, unless with respect to which a Reinvestment Notice shall be have been delivered in respect thereof, such Net Cash Proceeds as described above shall be applied on such date toward required, prior to the prepayment earlier of the Loans as set forth in Section 2.5(d); provided, that, notwithstanding the foregoing, (i1) the aggregate Net Cash Proceeds of Asset Sales application thereof to make any Qualified Investment and Recovery Events (2) the application thereof to make a prepayment under this paragraph, to be deposited into a Deposit Account that may be excluded from the foregoing requirement pursuant is subject to a Reinvestment Notice shall not exceed $250,000 and an Account Control Agreement. (ii) on each Reinvestment Prepayment DateAt any time the Outstanding Amount of Revolving Advances exceeds the Aggregate Revolving Commitments then in effect, the Borrowers shall immediately prepay Revolving Advances, or if the Revolving Advances have been repaid in full, Cash Collateralize the Letter of Credit Obligations in an amount equal such that after giving effect to such reduction of each Lender’s Commitment the Reinvestment Prepayment Outstanding Amount with respect to of Revolving Advances does not exceed the relevant Reinvestment Event shall be applied toward the prepayment of the Loans as set forth Aggregate Revolving Commitments then in Section 2.5(d)effect. (biii) If on any date of determination the aggregate principal amount of Loans (excluding any Additional Loans) outstanding exceeds the Borrowing Base (such excess amount being referred to herein as, an “Over Advance”), the Borrower shall prepay the Loans in an aggregate amount equal to such Over Advance on such date. Notwithstanding the foregoing, the Borrower shall not be required to make a Each prepayment pursuant to this Section 2.5(b2.04(c) so long as (i) the aggregate amount of Over Advances on such date does not exceed $3,000,000, (ii) no Default or Event of Default has occurred and is continuing, (iii) an amount equal to (A) 110% of the aggregate principal amount of Loans (excluding any Additional Loans) outstanding on such date minus (B) the Borrowing Base is deposited by the Borrower on such date in an interest-bearing segregated account subject to the sole dominion and control of the Administrative Agent (the “Over Advance Account”), and (iv) upon the earlier of (A) the next date on which the Borrower is required to deliver to the Administrative Agent a Borrowing Base Certificate pursuant to Section 6.2 and (B) the occurrence of a Default or an Event of Default, the Borrower either (i) directs the Administrative Agent to apply the proceeds in the Over Advance Account equal to the then applicable Over Advances to the prepayment of the Loans (with the remaining balance to be paid to the Borrower in such account designated by the Borrower) or (ii) only to the extent no Over Advance exists on such date, directs the Administrative Agent to (and the Administrative Agent thereafter shall promptly, but in any event within two (2) Business Days of receiving such direction) deposit all amounts in the Over Advance Account to such account designated by the Borrower in writing at such time. (c) If any Indebtedness shall be incurred by any Group Member (excluding any Indebtedness incurred in accordance with Section 7.2), an amount equal to 100% of the Net Cash Proceeds thereof shall be applied on the date of such incurrence toward the prepayment of the Loans as set forth in Section 2.5(d). (d) Amounts to be applied in connection with prepayments made pursuant to Section 2.5 shall be applied to the prepayment of the Loans in accordance with Section 2.9. Each prepayment of the Loans under Section 2.5 shall be accompanied by accrued interest on the amount prepaid to the date of such prepayment on the amount prepaid and the prepayment premium amounts, if any, required to be paid pursuant to Section 2.62.11 as a result of such prepayment being made on such date. Each prepayment under this Section 2.04(c) shall be applied to the Advances as directed by the Borrower Representative or, if the Borrower Representative fails to give such direction on the date such prepayment is made, as determined by the Administrative Agent and agreed to by the Lenders in their sole discretion. Prepayments made pursuant to this Section 2.04(c) shall not result in a permanent reduction of the Commitments. (iv) The Borrowers shall prepay Term Advances quarterly in arrears on the last Business Day of each March, June, September and December occurring prior to the Maturity Date (each, an “Installment Date”), commencing on June 30, 2021 in an amount equal to $2,000,000.

Mandatory Prepayments. (a) If on any date any Group Member 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 on such date toward the prepayment of the Loans as set forth in Section 2.5(d); 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 If, after giving effect to a Reinvestment Notice shall not exceed $250,000 and (ii) on each Reinvestment Prepayment Date, an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied toward the prepayment of the Loans as set forth in Section 2.5(d). (b) If on any date of determination the aggregate principal amount of Loans (excluding any Additional Loans) outstanding exceeds the Borrowing Base (such excess amount being referred to herein as, an “Over Advance”), the Borrower shall prepay the Loans in an aggregate amount equal to such Over Advance on such date. Notwithstanding the foregoing, the Borrower shall not be required to make a prepayment pursuant to this Section 2.5(b) so long as (i) the aggregate amount of Over Advances on such date does not exceed $3,000,000, (ii) no Default termination or Event of Default has occurred and is continuing, (iii) an amount equal to (A) 110% of the aggregate principal amount of Loans (excluding any Additional Loans) outstanding on such date minus (B) the Borrowing Base is deposited by the Borrower on such date in an interest-bearing segregated account subject to the sole dominion and control of the Administrative Agent (the “Over Advance Account”), and (iv) upon the earlier reduction of (A) the next date on which the Borrower is required to deliver to the Administrative Agent a Borrowing Base Certificate Aggregate Maximum Credit Amounts pursuant to Section 6.2 and 2.06(b) or (B) the occurrence of a Default or an Event of DefaultElected Commitments pursuant to Section 2.07(f)(i), the Borrower either (i) directs total Revolving Credit Exposures exceed the Administrative Agent to apply the proceeds in the Over Advance Account equal to the total Commitments, then applicable Over Advances to the prepayment of the Loans (with the remaining balance to be paid to the Borrower in such account designated by shall (A) prepay the Borrower) or (ii) only to the extent no Over Advance exists on such date, directs the Administrative Agent to (and the Administrative Agent thereafter shall promptly, but in any event within two (2) Business Days of receiving such direction) deposit all amounts in the Over Advance Account to such account designated by the Borrower in writing at such time. (c) If any Indebtedness shall be incurred by any Group Member (excluding any Indebtedness incurred in accordance with Section 7.2), an amount equal to 100% of the Net Cash Proceeds thereof shall be applied Borrowings on the date of such incurrence toward the prepayment termination or reduction in an aggregate principal amount equal to such excess, and (B) if any excess remains after prepaying all of the Loans Borrowings as set forth a result of an LC Exposure, deposit with the Administrative Agent on behalf of the Lenders an amount of cash equal to such excess to be held as cash collateral as provided in Section 2.5(d2.08(j). (dii) Amounts to be applied in connection with prepayments made pursuant to Section 2.5 shall be applied Upon any redetermination of or adjustment to the prepayment amount of the Loans Borrowing Base in accordance with Section 2.92.07 (other than Section 2.07(e)) or Section 8.13(c), if a Borrowing Base Deficiency shall result therefrom, then the Borrower shall eliminate such Borrowing Base Deficiency by electing to (w) prepay the Borrowings and/or deposit cash collateral in an aggregate principal amount equal to such Borrowing Base Deficiency within thirty (30) days after the Borrower’s receipt of notice of the redetermined or adjusted Borrowing Base, (x) repay such Borrowing Base Deficiency in six (6) equal and consecutive monthly installments, the first installment being due and payable thirty (30) days after the Borrower’s receipt of notice of the redetermined or adjusted Borrowing Base, and each subsequent installment being due and payable on the same day in each of the five (5) subsequent calendar months, (y) grant to the Administrative Agent as security for the Indebtedness a first priority Lien on additional Oil and Gas Properties that were not evaluated in the most recently delivered Reserve Report or other collateral, in each case, acceptable to the Required Lenders in their sole discretion (and the Borrower shall furnish to the Administrative Agent title information with respect thereto acceptable to the Administrative Agent), pursuant to Security Instruments acceptable to the Administrative Agent, sufficient to increase the Borrowing Base by an amount at least equal to such Borrowing Base Deficiency within thirty (30) days after the Borrower’s receipt of notice of the redetermined or adjusted Borrowing Base or (z) effect any combination of the foregoing clauses (w), (x) and (y) in amounts necessary to eliminate such Borrowing Base Deficiency; provided that all payments required to be made pursuant to this Section 3.04(c)(ii) must be made on or prior to the Termination Date. The Borrower shall make such election in writing to the Administrative Agent within thirty (30) days after the Borrower’s receipt of notice of the redetermined or adjusted Borrowing Base. In the event the Borrower fails to provide such written notice to the Administrative Agent within the thirty (30) day period referred to above, the Borrower shall be deemed to have irrevocably elected the option set forth in clause (x) above. The failure of the Borrower to comply with any of the options elected (including any deemed election) pursuant to the provisions of this Section 3.04(c)(ii) and specified in such notice (or relating to such deemed election) shall constitute an Event of Default. If a Borrowing Base Deficiency remains after prepaying all of the Borrowings as a result of an LC Exposure, the Borrower shall deposit with the Administrative Agent on behalf of the Lenders an amount equal to such Borrowing Base Deficiency to be held as cash collateral as provided in Section 2.08(j). (iii) Upon any adjustment to the Borrowing Base pursuant to Section 2.07(e) or Section 8.20, if a Borrowing Base Deficiency shall result therefrom, then the Borrower shall (A) prepay the Borrowings in an aggregate principal amount equal to such Borrowing Base Deficiency, and (B) if a Borrowing Base Deficiency remains after prepaying all of the Borrowings as a result of LC Exposure, deposit with the Administrative Agent on behalf of the Lenders an amount equal to such Borrowing Base Deficiency to be held as cash collateral as provided in Section 2.08(j). The Borrower shall be obligated to make such prepayment and/or deposit of cash collateral (x) with respect to any adjustment pursuant to Section 2.07(e), on or prior to the first Business Day after the date on which the applicable Borrowing Base Property Disposition or Liquidation occurs or (y) with respect to any adjustment pursuant to Section 8.20, on the date the Borrowing Base reduction occurs; provided that in all cases, the Borrowing Base Deficiency must be eliminated on or prior to the Termination Date. (iv) If, at any time, the total Revolving Credit Exposures exceeds the Elected Commitments then in effect, then the Borrower shall immediately (A) prepay the Borrowings in an aggregate principal amount equal to such excess, and (B) if any excess remains after prepaying all of the Borrowings as a result of an LC Exposure, cash collateralize such excess as provided in Section 2.08(j). (v) Each prepayment of Borrowings pursuant to this Section 3.04(c) shall be applied, first, ratably to any ABR Borrowings then outstanding, and, second, to any Eurodollar Borrowings then outstanding, and if more than one Eurodollar Borrowing is then outstanding, to each such Eurodollar Borrowing in order of priority beginning with the Eurodollar Borrowing with the least number of days remaining in the Interest Period applicable thereto and ending with the Eurodollar Borrowing with the most number of days remaining in the Interest Period applicable thereto. (vi) Each prepayment of Borrowings pursuant to this Section 3.04(c) shall be applied ratably to the Loans under included in the prepaid Borrowings. Prepayments pursuant to this Section 2.5 3.04(c) shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid and the prepayment premium pursuant to extent required by Section 2.63.02.

Mandatory Prepayments. (a) If on any date any Group Member 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 on such date toward the prepayment of the Loans as set forth in Section 2.5(d); provided, that, notwithstanding the foregoing, (i) If, after giving effect to any termination or reduction of the aggregate Net Cash Proceeds of Asset Sales and Recovery Events that may be excluded from the foregoing requirement Aggregate Maximum Credit Amounts pursuant to a Reinvestment Notice Section 2.06(b), the total Revolving Credit Exposures exceeds the total Commitments, then the Borrower shall not exceed $250,000 and (iiA) prepay the Borrowings on each Reinvestment Prepayment Date, the date of such termination or reduction in an aggregate principal amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied toward the prepayment such excess, and (B) if any excess remains after prepaying all of the Loans Borrowings as set forth a result of an LC Exposure, cash collateralize such excess as provided in Section 2.5(d2.08(j). (bii) If on Upon any date Scheduled Redetermination or Interim Redetermination or adjustment to the amount of determination the Borrowing Base in accordance with Section 8.12(c), if the total Revolving Credit Exposures exceeds the redetermined or adjusted Borrowing Base, then the Borrower shall (A) prepay the Borrowings in an aggregate principal amount equal to such excess, and (B) if any excess remains after prepaying all of Loans the Borrowings as a result of an LC Exposure, cash collateralize such excess as provided in Section 2.08(j). The Borrower shall be obligated to make such prepayment and/or cash collateralize such excess within one-hundred eighty (excluding 180) days following the date it receives the New Borrowing Base Notice in accordance with Section 2.07(d) or the date the adjustment occurs pursuant to Section 8.12(c), in six (6) equal monthly installments, the first installment being due and payable on such date and each subsequent installment being due and payable on the same day in each of the subsequent calendar months; provided that all payments required to be made pursuant to this Section 3.04(c)(ii) must be made on or prior to the Termination Date. (iii) Upon any Additional Loansadjustment to the Borrowing Base pursuant to Section 2.07(e), Section 2.07(f) outstanding or Section 9.12(d), if the total Revolving Credit Exposures exceeds the Borrowing Base as adjusted, then the Borrower shall (A) prepay the Borrowings in an aggregate principal amount equal to such excess, and (B) if any excess remains after prepaying all of the Borrowings as a result of an LC Exposure, cash collateralize such excess amount being as provided in Section 2.08(j). The Borrower shall be obligated to make such prepayment and/or cash collateralize such excess on the first (1st) Business Day after it receives the applicable New Borrowing Base Notice in accordance with Section 2.07(d); provided that all payments required to be made pursuant to this Section 3.04(c)(iii) must be made on or prior to the Termination Date. (iv) Upon the Disposition (including Casualty Events) of any Oil and Gas Property or any interest therein or any Subsidiary owning Oil and Gas Properties (other than Dispositions referred to herein as, an “Over Advance”in Section 9.12(a), (b) and (c)), which Disposition does not result in the total Revolving Credit Exposures exceeding the Borrowing Base, as the same may be adjusted pursuant to Section 9.12(d) upon any such Disposition, then the Borrower shall prepay the Loans Borrowings (and if any excess remains after prepaying Borrowings as a result of an LC Exposure, cash collateralize such excess as provided in an aggregate amount equal to such Over Advance on such date. Notwithstanding the foregoing, the Borrower shall not be required to make a prepayment pursuant to this Section 2.5(b) so long as (i) the aggregate amount of Over Advances on such date does not exceed $3,000,000, (ii) no Default or Event of Default has occurred and is continuing, (iii) an amount equal to (A) 110% of the aggregate principal amount of Loans (excluding any Additional Loans) outstanding on such date minus (B) the Borrowing Base is deposited by the Borrower on such date in an interest-bearing segregated account subject to the sole dominion and control of the Administrative Agent (the “Over Advance Account”2.08(j)), together with accrued and (iv) upon the earlier of (A) the next date on which the Borrower is required to deliver to the Administrative Agent a Borrowing Base Certificate pursuant to Section 6.2 and (B) the occurrence of a Default or an Event of Defaultunpaid interest thereon, the Borrower either (i) directs the Administrative Agent to apply the proceeds in the Over Advance Account equal to the then applicable Over Advances to the prepayment of the Loans (with the remaining balance to be paid to the Borrower in such account designated by the Borrower) or (ii) only to the extent no Over Advance exists on such date, directs the Administrative Agent to (and the Administrative Agent thereafter shall promptly, but in any event within two (2) Business Days of receiving such direction) deposit all amounts in the Over Advance Account to such account designated by the Borrower in writing at such time. (c) If any Indebtedness shall be incurred by any Group Member (excluding any Indebtedness incurred in accordance with Section 7.2), an amount equal to 100% of the Net Cash Proceeds thereof (which Net Cash Proceeds, for the avoidance of doubt, shall not be calculated giving effect to the payment of any Debt) received from such Disposition. Such payment shall be applied due one (1) Business Day prior to any date on which the Borrower or any Subsidiary would be required to make a mandatory prepayment of Second Lien Term Debt permitted by Section 9.02(f) or Permitted Refinancing Debt permitted by Section 9.02(g), as the case may be) with the Net Cash Proceeds from such Disposition; provided that such payment shall be reduced by the amount of such Net Cash Proceeds expended by the Borrower and the Subsidiary Guarantors, during the period from the date of such incurrence toward Disposition to the prepayment due date of such prepayment, to make a Qualified Investment (other than inventory and working capital) in the Loans as set forth in businesses permitted pursuant to Section 2.5(d)9.06. Notwithstanding the foregoing, all payments required to be made pursuant to this Section 3.04(c)(iv) must be made on or prior to the Termination Date. (dv) Amounts to be applied in connection with prepayments made Each prepayment of Borrowings pursuant to this Section 2.5 3.04(c) shall be applied, first, ratably to any ABR Borrowings then outstanding, and, second, to any Eurodollar Borrowings then outstanding, and if more than one Eurodollar Borrowing is then outstanding, to each such Eurodollar Borrowing in order of priority beginning with the Eurodollar Borrowing with the least number of days remaining in the Interest Period applicable thereto and ending with the Eurodollar Borrowing with the most number of days remaining in the Interest Period applicable thereto. (vi) Each prepayment of Borrowings pursuant to this Section 3.04(c) shall be applied ratably to the prepayment of Loans included in the Loans in accordance with prepaid Borrowings. Prepayments pursuant to this Section 2.9. Each prepayment of the Loans under Section 2.5 3.04(c) shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid and the prepayment premium pursuant to extent required by Section 2.63.02.

Mandatory Prepayments. (a) If on any date any Group Member 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 on such date toward the prepayment of the Loans as set forth in Section 2.5(d); provided, that, notwithstanding the foregoing, (i) If, after giving effect to any termination or reduction of the aggregate Net Cash Proceeds of Asset Sales and Recovery Events that may be excluded from the foregoing requirement Aggregate Maximum Credit Amounts pursuant to a Reinvestment Notice shall not exceed $250,000 and (ii) on each Reinvestment Prepayment Date, an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied toward the prepayment of the Loans as set forth in Section 2.5(d). (b) If on any date of determination the aggregate principal amount of Loans (excluding any Additional Loans) outstanding exceeds the Borrowing Base (such excess amount being referred to herein as, an “Over Advance”2.06(b), the Borrower shall prepay total Revolving Credit Exposures exceeds the Loans in an aggregate amount equal to such Over Advance on such date. Notwithstanding the foregoingtotal Commitments, then the Borrower shall not be required to make a prepayment pursuant to this Section 2.5(b) so long as (i) the aggregate amount of Over Advances on such date does not exceed $3,000,000, (ii) no Default or Event of Default has occurred and is continuing, (iii) an amount equal to (A) 110% of prepay the aggregate principal amount of Loans (excluding any Additional Loans) outstanding on such date minus (B) the Borrowing Base is deposited by the Borrower on such date in an interest-bearing segregated account subject to the sole dominion and control of the Administrative Agent (the “Over Advance Account”), and (iv) upon the earlier of (A) the next date on which the Borrower is required to deliver to the Administrative Agent a Borrowing Base Certificate pursuant to Section 6.2 and (B) the occurrence of a Default or an Event of Default, the Borrower either (i) directs the Administrative Agent to apply the proceeds in the Over Advance Account equal to the then applicable Over Advances to the prepayment of the Loans (with the remaining balance to be paid to the Borrower in such account designated by the Borrower) or (ii) only to the extent no Over Advance exists on such date, directs the Administrative Agent to (and the Administrative Agent thereafter shall promptly, but in any event within two (2) Business Days of receiving such direction) deposit all amounts in the Over Advance Account to such account designated by the Borrower in writing at such time. (c) If any Indebtedness shall be incurred by any Group Member (excluding any Indebtedness incurred in accordance with Section 7.2), an amount equal to 100% of the Net Cash Proceeds thereof shall be applied Borrowings on the date of such incurrence toward the prepayment termination or reduction in an aggregate principal amount equal to such excess, and (B) if, as a result of an LC Exposure, any excess remains after prepaying all of the Loans Borrowings pay to the Administrative Agent on behalf of the Lenders an amount equal to such excess to be held as set forth cash collateral as provided in Section 2.5(d2.08(j). (dii) Amounts to be applied in connection with prepayments made pursuant to Section 2.5 shall be applied Upon any redetermination of or adjustment to the prepayment amount of the Loans Borrowing Base in accordance with Section 2.92.07(c) or Section 8.13(c), if the total Revolving Credit Exposures exceeds the redetermined or adjusted Borrowing Base, then the Borrower shall (A) prepay the Borrowings in an aggregate principal amount equal to such excess, and (B) if, as a result of an LC Exposure, any excess remains after prepaying all of the Borrowings pay to the Administrative Agent on behalf of the Lenders an amount equal to such excess to be held as cash collateral as provided in Section 2.08(j). The Borrower shall be obligated to make such prepayment and/or deposit of cash collateral within forty-five (45) days following its receipt of the New Borrowing Base Notice in accordance with Section 2.07(d) or the date the adjustment occurs; provided that all payments required to be made pursuant to this Section 3.04(c)(ii) must be made on or prior to the Termination Date. (iii) Upon any adjustments to the Borrowing Base pursuant to Section 2.07(e) or Section 9.13, if the total Revolving Credit Exposures exceeds the Borrowing Base as adjusted, then the Borrower shall (A) prepay the Borrowings in an aggregate principal amount equal to such excess, and (B) if, as a result of an LC Exposure, any excess remains after prepaying all of the Borrowings pay to the Administrative Agent on behalf of the Lenders an amount equal to such excess to be held as cash collateral as provided in Section 2.08(j). The Borrower shall be obligated to make such prepayment and/or deposit of cash collateral on the date it or any Subsidiary receives cash proceeds as a result of such disposition or the incurrence of such Senior Notes. (iv) Each prepayment of Borrowings pursuant to this Section 3.04(c) shall be applied, first, ratably to any ABR Borrowings then outstanding, and, second, to any Eurodollar Borrowings then outstanding, and if more than one Eurodollar Borrowing is then outstanding, to each such Eurodollar Borrowing in order of priority beginning with the Eurodollar Borrowing with the least number of days remaining in the Interest Period applicable thereto and ending with the Eurodollar Borrowing with the most number of days remaining in the Interest Period applicable thereto. (v) Each prepayment of Borrowings pursuant to this Section 3.04(c) shall be applied ratably to the Loans under included in the prepaid Borrowings. Prepayments pursuant to this Section 2.5 3.04(c) shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid and the prepayment premium pursuant to extent required by Section 2.63.02.