Common use of Mandatory Prepayments Clause in Contracts

Mandatory Prepayments. (a) If at any time, the aggregate outstanding principal amount of the Term Loans exceeds the Term Loan Maximum Amount at such time, Borrowers shall, on the sooner of Agent’s demand or the first Business Day after any Borrower has knowledge thereof, repay the outstanding Term Loans in an amount sufficient to cause the aggregate outstanding principal amount of the Term Loans to be less than or equal to the Term Loan Maximum Amount then in effect. (b) Concurrently with any Permitted Asset Disposition of Other Collateral, Borrowers shall prepay Term Loans in an amount equal to the Net Proceeds of such disposition; provided, that, so long as no Default or Event of Default has occurred and is continuing, Net Proceeds from any single such Asset Disposition in an amount not in excess of $2,000,000 shall not be required to be so applied to the extent Borrowers deliver to Agent a certificate stating that Obligors intend to use such Net Proceeds to acquire assets that are used or useful in the business of Obligors within 180 days of the receipt of such Net Proceeds, it being expressly agreed that all such Net Proceeds not so reinvested shall be immediately applied to prepay the Loans upon the expiration of such 180 day period. (c) Concurrently with the receipt of any proceeds of insurance or condemnation or expropriation awards paid in respect of any Other Collateral, Borrowers shall prepay Term Loans in an amount equal to such proceeds, subject to Section 8.6.2. (d) Concurrently with any incurrence of Debt by an Obligor (other than Debt permitted under Section 10.2.1), Borrower shall prepay Term Loans in an amount equal to the net proceeds of such incurrence of Debt. (e) On the Revolver Termination Date, Borrowers shall prepay all Term Loans (unless sooner repaid hereunder).

Mandatory Prepayments. (a) If at any time, the aggregate outstanding principal amount of the Term Loans exceeds the Term Loan Maximum Amount at such time, Borrowers The Borrower shall, on the sooner date of Agent’s demand receipt of any Net Cash Proceeds by MCRC, the Borrower or their respective Subsidiaries from (a) the first Business Day after sale, lease, transfer or other disposition of any assets of MCRC, the Borrower has knowledge thereofor their respective Subsidiaries (other than any sale, repay lease, transfer or other disposition of assets for Net Cash Proceeds in the outstanding Term aggregate not to exceed $25,000,000 during the term of this Agreement), (b) the incurrence or issuance by MCRC, the Borrower or their respective Subsidiaries of any Indebtedness (other than borrowings under the Revolving Credit Facility); provided, however, that if any Indebtedness is incurred for a particular acquisition or transaction and such acquisition or transaction is either unwound or not consummated, then the Net Cash Proceeds of such Indebtedness shall be used to pay back the lender of such Indebtedness, or (c) the issuance and sale by MCRC, the Borrower or their respective Subsidiaries of any Equity Interests for cash, prepay the Loans in an amount sufficient to cause the aggregate outstanding principal amount of the Term Loans to be less than or equal to the Term Loan Maximum Amount then in effect. (b) Concurrently with any Permitted Asset Disposition of Other Collateral, Borrowers shall prepay Term Loans in an amount equal to such Net Cash Proceeds. The Borrower shall make such prepayment together with all accrued interest on the Net Proceeds of such disposition; providedamount prepaid. Notwithstanding the foregoing, that, so long as no Default or Event of Default has occurred and is continuing, Net Proceeds from any single such Asset Disposition in an amount not in excess of $2,000,000 (1) the Borrower shall not be required to be so applied make the prepayment described in clause (a) if and to the extent Borrowers deliver to Agent a certificate stating that Obligors intend to use the Borrower uses such Net Cash Proceeds to acquire assets purchase other real property assets, in a bona fide, qualified, deferred exchange under §1031 of the Code, provided that are used (i) the Borrower shall deposit all such Net Cash Proceeds of sale or useful other disposition, until required in connection with the purchase of a property, with a qualified intermediary reasonably acceptable to the Administrative Agent and (ii) such qualified intermediary shall be instructed to pay such net proceeds to the Administrative Agent on behalf of the Lenders in the business event that either (x) such other real property assets are not identified within 45 days of Obligors such sale, or (y) such purchase does not occur within 180 days of such sale and (2) if MCRC, the receipt Borrower or their respective Subsidiaries receives Net Cash Proceeds from the sale of such Net Proceedsthe Real Estate located at 7▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇, it being expressly agreed ▇▇▇▇▇▇▇▇▇▇ that all such Net Proceeds not so reinvested shall would otherwise be immediately applied required to be used to prepay the Loans upon Loans, the expiration of Borrower may elect to retain such 180 day period. (c) Concurrently with Net Cash Proceeds if it instead reduces the receipt of any proceeds of insurance or condemnation or expropriation awards paid in respect of any Other Collateral, Borrowers shall prepay Term Loans Total Commitment pursuant to §2.11 in an amount equal to such proceeds, subject Net Cash Proceeds that would have otherwise been used to Section 8.6.2prepay the Loans. Amounts repaid pursuant to this §2.10(a) may not be reborrowed. (db) Concurrently with If any incurrence transaction to which the Borrower applies the proceeds of Debt by the Loans does not close for any reason, or if the Borrower uses the proceeds of the Loans to make a deposit on any transaction (whether into an Obligor (other than Debt permitted under Section 10.2.1)escrow account or otherwise) and such deposit is thereafter returned or refunded to MCRC, the Borrower shall or their respective Subsidiaries, then in each case, the Borrower shall, on the date such proceeds are returned to MCRC, the Borrower or any of their respective Subsidiaries, prepay Term the Loans in an aggregate amount equal to the net proceeds of such incurrence of Debtreturned amount. Amounts repaid pursuant to this §2.10(b) may not be reborrowed. (ec) On As soon as possible after the Revolver Termination Initial Funding Date, Borrowers the Borrower shall borrow $200,000,000 under the Revolving Credit Facility, and the Borrower shall, on the date such loan proceeds are received by it, prepay all Term Loans (unless sooner $200,000,000 of the principal amount of the Loans. Amounts repaid hereunder)pursuant to this §2.10(c) may be reborrowed in accordance with §2.1.

Mandatory Prepayments. (a) If at any timeOn each date on which the Revolving Credit 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 Revolving Credit Loans, if any (together with interest accrued thereon and any amounts due under Section 8.05(a)), as may be necessary so that after such payment the aggregate unpaid principal amount of the Revolving Credit Loans does not exceed the aggregate amount of the Revolving Credit Commitments as then reduced. Each such payment or prepayment shall be applied to repay or prepay ratably the Revolving Credit Loans of the several Banks; provided that such prepayment shall be applied, first, to Syndicated Revolving Credit Loans outstanding on the date of such prepayment (in direct order of maturity) and then, to the extent necessary, to Money Market Loans outstanding on the date of such prepayment (in direct order of maturity). (b) On each date on which the Term Loan Commitments are reduced pursuant to Section 2.09, the Borrower shall repay or prepay such principal amount of the outstanding Term Loans, if any (together with interest accrued thereon and any amounts due under Section 8.05(a)), as may be necessary so that after such payment the aggregate unpaid principal amount of the Term Loans exceeds the Term Loan Maximum Amount at such time, Borrowers shall, on the sooner of Agent’s demand or the first Business Day after any Borrower has knowledge thereof, repay the outstanding Term Loans in an amount sufficient to cause does not exceed the aggregate outstanding principal amount of the Term Loans Loan Commitments as then reduced. Each such payment or prepayment shall be applied to be less than repay or equal to prepay ratably the Term Loan Maximum Amount then in effect. (b) Concurrently with any Permitted Asset Disposition of Other Collateral, Borrowers shall prepay Term Loans in an amount equal to the Net Proceeds of such disposition; provided, that, so long as no Default or Event of Default has occurred and is continuing, Net Proceeds from any single such Asset Disposition in an amount not in excess of $2,000,000 shall not be required to be so applied to the extent Borrowers deliver to Agent a certificate stating that Obligors intend to use such Net Proceeds to acquire assets that are used or useful in the business of Obligors within 180 days of the receipt of such Net Proceeds, it being expressly agreed that all such Net Proceeds not so reinvested shall be immediately applied to prepay the Loans upon the expiration of such 180 day periodseveral Banks. (c) Concurrently with the receipt of any proceeds of insurance or condemnation or expropriation awards paid in respect of any Other Collateral, Borrowers shall prepay Term Loans in an amount equal to such proceeds, subject to Section 8.6.2. (d) Concurrently with any incurrence of Debt by an Obligor (other than Debt permitted under Section 10.2.1), Borrower shall prepay Term Loans in an amount equal to the net proceeds of such incurrence of Debt. (e) On the Revolver Termination Date, Borrowers shall prepay all Term Loans (unless sooner repaid hereunder).

Mandatory Prepayments. (a) If, as of the end of any calendar quarter, commencing June 30, 2008, the then outstanding principal amount of the Loan exceeds an amount equal to thirty percent (30%) of the Collateral Value most recently determined, Borrower shall, within ten (10) days after Lender’s notice to Borrower that such excess exists, prepay the Loan by an amount equal to or greater than such excess amount. (b) If at any timeof Borrower, the Guarantors or any of their Affiliates sells all or any portion of the Specified Equity Interests, Borrower shall prepay the Loan by an amount equal to the Net Cash Proceeds of such sale (but after the aggregate outstanding principal amount of the Term Loans exceeds Loan is equal to or less than $60,000,000, if such a sale occurs, Borrower shall prepay the Term Loan Maximum Amount at by an amount equal to fifty percent (50%) of the Net Cash Proceeds of such timesale). If (i)(A) any of the real estate interests owned directly or indirectly by Prime Retail Outlets, Borrowers shallPrime Office Chicago or Extended Stay of America Hotels (the “Collateral Entity Properties”) is sold, on or (B) any of the sooner real property specified in Schedule 2.3.2(b) (the “Scheduled Property”) is sold, or (ii) any of Agent’s demand Borrower, the Guarantors or any of their Affiliates refinances any Indebtedness secured by any of the Specified Equity Interests, the Collateral Entity Properties or the first Business Day after any Scheduled Property, Borrower has knowledge thereof, repay shall prepay the outstanding Term Loans in Loan by an amount sufficient equal to cause the Net Cash Proceeds of such sale or such refinancing (but after the aggregate outstanding principal amount of the Term Loans Loan is equal to be or less than $60,000,000, if such a sale or refinancing occurs, Borrower shall prepay the Loan by an amount equal to fifty percent (50%) of the Term Loan Maximum Amount then in effectNet Cash Proceeds of such sale or such refinancing). (bc) Concurrently with If any Permitted Asset Disposition of Other CollateralBorrower, Borrowers Lightstone or any of their Affiliates issues any Indebtedness or equity securities in a private or public offering, Borrower shall prepay Term Loans in the Loan by an amount equal to the Net Cash Proceeds of such disposition; providedissuance received by Borrower or Lightstone, thator in the case of any of their Affiliates, so long as no Default or Event of Default has occurred and is continuing, Net Proceeds from any single such Asset Disposition in an amount not in excess of $2,000,000 shall not be required to be so applied equal to the extent Borrowers deliver to Agent a certificate stating that Obligors intend to use such Net Proceeds to acquire assets that are used or useful in the business of Obligors within 180 days of the receipt maximum amount of such Net ProceedsCash Proceeds that is permitted to be declared and paid to Borrower or Lightstone as dividends or other distributions by Applicable Law (but after the aggregate outstanding principal amount of the Loan is equal to or less than $60,000,000, it being expressly agreed that all if such Net Proceeds not so reinvested an issuance occurs, Borrower shall be immediately applied to prepay the Loans upon the expiration of such 180 day period. (c) Concurrently with the receipt of any proceeds of insurance or condemnation or expropriation awards paid in respect of any Other Collateral, Borrowers shall prepay Term Loans in Loan by an amount equal to fifty percent (50%) of the Net Cash Proceeds of such proceeds, subject to Section 8.6.2issuance). (d) Concurrently with If any incurrence of Debt by an Obligor (Borrower, the Guarantors or any of their Affiliates receives any cash dividends or other than Debt permitted under Section 10.2.1)distributions on account of the Specified Equity Interests, Borrower shall prepay Term Loans in the Loan by an amount equal to the net proceeds amount of such incurrence dividends or other distributions (but after the aggregate outstanding principal amount of Debtthe Loan is equal to or less than $60,000,000, if such dividends or other distributions are received, Borrower shall prepay the Loan by an amount equal to fifty percent (50%) of the amount of such dividends or other distributions). (e) On All Net Cash Proceeds of asset sales, refinancings and Indebtedness and equity offerings and all dividends and other distributions (or, if applicable, 50% thereof) subject to the Revolver Termination Dateterms of this Section 2.3.2 shall be deposited in or otherwise credited to the Blocked Account within two (2) days after receipt by the applicable Person of such Net Cash Proceeds or such dividends or other distributions. (f) If an Affiliate of the Borrower or a Guarantor that is not a Pledgor effects an asset sale, Borrowers refinancing or issuance of Indebtedness or equity securities or receives dividends or other distributions and any such transaction would require a mandatory prepayment pursuant to the terms of this Section 2.3.2, notwithstanding anything to the contrary herein, the prepayment required by this Section 2.3.2 shall prepay be in the amount of Net Cash Proceeds or dividends or other distributions that such Affiliate actually pays to a Pledgor as contemplated by Section 5.1.13 hereof. (g) Borrower shall pay to Lender, simultaneously with any prepayment under this Section 2.3.2, all Term Loans (unless sooner repaid hereunder)accrued and unpaid interest calculated at the Applicable Interest Rate on the amount of principal being prepaid through and including the date such principal is prepaid, plus, if the Loan is then bearing interest by reference to the Eurodollar Rate and the terms of Section 2.3.6 do not apply, the amount of any Interest Shortfall and, without duplication thereof, all Breakage Costs.

Mandatory Prepayments. (aA) If at In the event that Net Proceeds resulting from any time(1) Event of Loss or (2) Disposition or series of Dispositions by Borrower or any Domestic Subsidiary thereof of any Collateral undertaken pursuant to Section 7.1(c) or Section 7.1(h)(C)(2), within any fiscal year exceed, in the aggregate, the aggregate outstanding principal amount of the Term Loans exceeds Threshold Amount, Borrower shall prepay the Term Loan Maximum Amount at such time, Borrowers shall, on the sooner of Agent’s demand or the first Business Day after any Borrower has knowledge thereof, repay the outstanding Term Loans in an amount sufficient to cause the aggregate outstanding principal amount of the Term Loans to be less than or equal to the Term Loan Maximum Amount then in effect. (b) Concurrently with any Permitted Asset Disposition of Other Collateral, Borrowers shall prepay Term Loans in an amount equal to the sum of: (x) one hundred percent (100%) of such Net Proceeds that so exceed the Threshold Amount 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 dispositionNet 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 prepayment occurs after the first anniversary of the Effective Date; provided, provided that, so long as no unless a Default or an Event of Default has occurred and is continuingthen exists, Net Proceeds from any single such Asset Disposition subject to the limitations set forth in an amount not in excess of $2,000,000 Section 6.5, no prepayment otherwise required pursuant to this Section 2.2(b)(iii)(A) shall not be required to be so applied to the extent Borrowers deliver to Agent a certificate stating that Obligors intend to use if any such Net Proceeds to acquire assets that are used or useful in the business of Obligors within 180 one hundred twenty (120) days of after the 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 such Net Proceeds, it being expressly agreed that all such Net Proceeds not so reinvested shall be immediately applied to prepay the Loans upon the expiration of such 180 day periodLoss. (cB) Concurrently with If at any time during the receipt term of this Agreement the aggregate Net Proceeds resulting from any proceeds Disposition consisting of insurance or condemnation or expropriation awards paid in respect a non-exclusive license of any Other Collateral, Borrowers shall prepay Term Loans in an amount equal to such proceeds, subject Intellectual Property pursuant to Section 8.6.2. (d7.1(f) Concurrently with any incurrence of Debt by an Obligor (other than Debt permitted under Section 10.2.1)exceed the Threshold Amount, Borrower shall prepay the Term Loans Loan in an amount equal to the net proceeds sum of: (x) one hundred percent (100%) of the aggregate Net Proceeds in excess of the Threshold Amount plus (y) the applicable Make-Whole Amount that would apply if such incurrence Net Proceeds were used by Borrower to make a voluntary prepayment of Debtthe 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 prepayment occurs after the first anniversary of the Effective Date. (eC) On If at any time during the Revolver Termination 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 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 applicable amount described in the immediately preceding clause (x) through and including, as applicable, (aa) the first anniversary of the Effective Date, Borrowers shall prepay all Term Loans if such prepayment occurs prior to the first anniversary of the Effective Date or (unless sooner repaid hereunder)bb) the date of prepayment, if such prepayment occurs after the first anniversary of the Effective Date.

Mandatory Prepayments. any Asset Sale (aincluding any cash payment of any true-up amount) If at in connection with any timeasset swap involving assets or property of the Borrower or any of its Subsidiaries (“Sold Swap Assets”) exchanged for assets or property of a Person that is not an Affiliate of the Borrower (the “Seller”, and such assets or property, “Purchased Swap Assets”); provided, however, that (i) the aggregate outstanding principal amount of EBITDA of the Term Loans exceeds Borrower on a Consolidated basis attributable to the Term Loan Maximum Amount Sold Swap Assets subject to any such asset swap transaction or series of related transactions (“Attributable EBITDA”) for the most recently ended Fiscal Year plus the aggregate amount of Attributable EBITDA of all Sold Swap Assets previously disposed pursuant to this clause (h) (in each case, measured at the time of such time, Borrowers shall, previous disposition) shall not exceed 20% of the EBITDA of the Borrower on a Consolidated basis for the most recently ended Fiscal Year; (ii) the aggregate amount of EBITDA attributable to Purchased Swap Assets (calculated based on the sooner of AgentSeller’s demand EBITDA after giving effect to Permitted Pro Forma Adjustments) shall equal or exceed the first Business Day after any Borrower has knowledge thereof, repay the outstanding Term Loans in an amount sufficient to cause the aggregate outstanding principal amount Attributable EBITDA of the Term Loans to Sold Swap Assets; (iii) each such asset swap transaction shall be less than on arm’s length basis with the Seller; (iv) no Default of Event of Default shall have occurred or equal to the Term Loan Maximum Amount then in effect. be continuing or would result therefrom; (bv) Concurrently with any Permitted Asset Disposition of Other Collateral, Borrowers shall prepay Term Loans in an amount equal to all Net Cash Proceeds received by the Net Proceeds Borrower or any of such disposition; provided, that, so long as no Default its Subsidiaries (including any cash true-up amounts received by the Borrower or Event of Default has occurred and any Subsidiary) in connection therewith is continuing, Net Proceeds from any single such Asset Disposition in an amount not in excess of $2,000,000 shall not be required to be so applied to the extent Borrowers deliver to Agent a certificate stating that Obligors intend to use such Net Proceeds to acquire assets that are used or useful in the business of Obligors within 180 days payment of the receipt of such Net Proceeds, it being expressly agreed that all such Net Proceeds not so reinvested shall be immediately applied to prepay the Loans upon the expiration of such 180 day period. (c) Concurrently with the receipt of any proceeds of insurance or condemnation or expropriation awards paid in respect of any Other Collateral, Borrowers shall prepay Term Loans in an amount equal to such proceeds, subject to Section 8.6.2. (d) Concurrently with any incurrence of Debt by an Obligor (other than Debt permitted under Section 10.2.1), Borrower shall prepay Term Loans in an amount equal Obligations to the net proceeds of such incurrence of Debt. extent required by Section 2.9 (e) On the Revolver Termination Date, Borrowers shall prepay all Term Loans (unless sooner repaid hereunder).

Mandatory Prepayments. (a) If at On the day of receipt by the Borrowers or --------------------- any timeof their Subsidiaries of any Net Proceeds with respect to an Asset Disposition, the aggregate outstanding principal Borrowers shall prepay the Loans (and such prepayment shall be applied as set forth in Section 2.5(e)) and, after all Loans have been prepaid, make a Cash Collateral Deposit, in an amount equal to 100% of such Net Proceeds; provided that no prepayment shall be required with respect to an Asset -------- ---- Disposition if (i) the Term Loans exceeds consummation of such Asset Disposition would not result in (x) the Term Loan Maximum Amount Operating Cash Flow attributable to the assets subject to such Asset Disposition (based on the most recent financial statements received by the Agent under Section 5.1(a) or (b) at the time of such timeAsset Disposition) plus (y) the ---- Operating Cash Flow attributable to the assets subject to all prior Asset Dispositions consummated since the Closing Date (based, Borrowers shallrespectively, on the sooner most recent financial statements received by the Agent under Section 5.1(a) or (b) at the time of Agent’s demand such Asset Disposition) exceeding 15% of the Operating Cash Flow of the Borrowers as of the date of such Asset Disposition and (ii) the Net Proceeds of any such Asset Dispositions are used, within one year of such disposition, to invest in assets of the same type and use as those disposed and with respect to which the Lenders shall have a first-priority perfected Lien (subject to Section 6.3). On or prior to the first Business Day after date of any Borrower has knowledge thereofAsset Disposition, repay the outstanding Term Loans Borrowers agree to provide the Agent with calculations used by the Borrowers in an amount sufficient to cause determining the aggregate outstanding principal amount of the Term Loans to be less than any such prepayment (or equal to the Term Loan Maximum Amount then in effectdetermining that a prepayment is not required) under this Section 2.5(a). (b) Concurrently In the event that at the end of any fiscal year of the Borrowers ending on and after December 31, 1999 there shall exist Excess Cash Flow with any Permitted Asset Disposition respect to such fiscal year, then on the date which is ten Business Days after the earlier to occur of Other Collateral(i) the date upon which the audited financial statements of the Borrowers with respect to such fiscal year become available and (ii) the 120th day after the end of such fiscal year, the Borrowers shall prepay Term the Loans (and such prepayment shall be applied as set forth in Section 2.5(e)) and, after all Loans have been prepaid, make a Cash Collateral Deposit, in an amount equal to 50% of such Excess Cash Flow; provided that no such prepayment shall -------- ---- be required if the Maximum Total Debt Ratio as of the end of such fiscal year is less than 4.50:1. On or prior to the date of any prepayment required by this Section 2.5(b), the Borrowers agree to provide the Agent with the calculations, substantially in the form of Exhibit H hereto, used by the Borrowers in determining the amount of any such prepayment. (c) If the Borrowers or any of their Subsidiaries receive insurance proceeds or condemnation proceeds with respect to any of their Properties which are not fully applied (or contractually committed pursuant to contract(s) approved by the Agent in its reasonable discretion) toward the repair or replacement of such damaged or condemned Property within 90 days of the receipt thereof, the Borrowers shall, on such 90th day prepay the Loans and, after all Loans have been prepaid, make a Cash Collateral Deposit, in an amount equal to the amount of such proceeds not so applied (and such prepayment shall be applied as set forth in Section 2.5(e)). (d) In the event that the Borrowers or any of their Subsidiaries makes an Equity Offering during any period in which a Default has occurred and is continuing, the Borrowers shall immediately prepay the Loans and, after all Loans have been prepaid, make a Cash Collateral Deposit, in an amount equal to the Net Proceeds of such disposition; provided, that, so long Equity Offering (and such prepayment shall be applied as no Default the Agent shall elect in its sole discretion). No such prepayment shall limit or Event restrict the rights and remedies of Default has occurred the Lenders under the Loan Documents upon the occurrence and is continuing, Net Proceeds from any single such Asset Disposition in an amount not in excess during the continuance of $2,000,000 a Default. (i) Each prepayment of the Loans pursuant to this Section 2.5 shall not be required to be so applied to the extent Borrowers deliver to Agent outstanding amounts of Incremental Loans and Revolving Loans on a certificate stating that Obligors intend to use such Net Proceeds to acquire assets that are used or useful in pro rata basis determined on the business of Obligors within 180 days basis of the receipt amount of Incremental Loans, on the one hand, and Revolving Loans, on the other hand, outstanding at the time of such Net Proceeds, it being expressly agreed that all such Net Proceeds not so reinvested prepayment. Each prepayment shall be immediately applied accompanied by payment in full of all accrued interest and accrued commitment fees thereon to prepay and including the Loans upon the expiration date of such 180 day periodprepayment, together with any additional amounts owing pursuant to Section 2.15. (ci) Concurrently with If, at any time, the receipt of any proceeds of insurance or condemnation or expropriation awards paid Revolving Loans are repaid in respect of any Other Collateralfull, Borrowers additional prepayments hereunder shall prepay Term Loans in an amount equal be applied first, to such proceeds, subject to Section 8.6.2. (d) Concurrently with any incurrence of Debt by an Obligor (other than Debt permitted under Section 10.2.1), Borrower shall prepay Term Loans in an amount equal to the net proceeds of such incurrence of Debt. (e) On the Revolver Termination Date, Borrowers shall prepay all Term Loans (unless sooner repaid hereunder).make a Cash ----- Collateral Deposit and

Mandatory Prepayments. If on any date (aafter giving effect to any other repayments or prepayments on such date) If at any time, the sum of (i) the aggregate outstanding principal amount of Revolving Loans and Swingline Loans plus (ii) the Term Loans aggregate amount of Letter of Credit Outstandings exceeds the Term Loan Maximum Amount at Total Revolving Commitment as then in effect, the Borrower shall repay on such time, Borrowers shall, on the sooner of Agent’s demand or the first Business Day after any Borrower has knowledge thereof, repay the outstanding Term Loans in an amount sufficient to cause the aggregate outstanding date that principal amount of Swingline Loans and, after Swingline Loans have been paid in full, Unpaid Drawings and, after Unpaid Drawings have been paid in full, Revolving Loans, in an aggregate amount equal to such excess. If, after giving effect to the Term Loans prepayment of all outstanding Swingline Loans, Unpaid Drawings and Revolving Loans, the aggregate amount of Letter of Credit Outstandings exceeds the Total Revolving Commitment as then in effect (any such excess, a “Total Revolving Commitment Excess Amount”), the Borrower shall pay to the Administrative Agent an amount in cash and/or Cash Equivalents equal to such Total Revolving Commitment Excess Amount, and the Administrative Agent shall hold such payment as security for the obligations of the Borrower hereunder pursuant to a cash collateral agreement to be less than or entered into in form and substance reasonably satisfactory to the Administrative Agent and the Borrower which shall permit certain investments in Cash Equivalents satisfactory to the Administrative Agent and the Borrower, until the proceeds are applied to the Obligations, and which shall provide that a portion of the balance, if any, held in a cash collateral account established under such cash collateral agreement equal to the Term Loan Maximum amount by which such balance exceeds the Total Revolving Commitment Excess Amount then in effect. (b) Concurrently with any Permitted Asset Disposition of Other Collateralfrom time to time, Borrowers shall prepay Term Loans in an amount equal be released to the Net Proceeds Borrower, provided that (x) as a result of such disposition; providedrelease, thata mandatory prepayment shall not be required under the first sentence of this paragraph unless such prepayment is made concurrently with such release, so long as and (y) immediately after giving effect thereto, no Default or Event of Default has shall have occurred and is continuing, Net Proceeds or be continuing or would result from any single such Asset Disposition in an amount not in excess of $2,000,000 shall not be required to be so applied to the extent Borrowers deliver to Agent a certificate stating that Obligors intend to use such Net Proceeds to acquire assets that are used or useful in the business of Obligors within 180 days of the receipt of such Net Proceeds, it being expressly agreed that all such Net Proceeds not so reinvested shall be immediately applied to prepay the Loans upon the expiration of such 180 day periodrelease. (c) Concurrently with the receipt of any proceeds of insurance or condemnation or expropriation awards paid in respect of any Other Collateral, Borrowers shall prepay Term Loans in an amount equal to such proceeds, subject to Section 8.6.2. (d) Concurrently with any incurrence of Debt by an Obligor (other than Debt permitted under Section 10.2.1), Borrower shall prepay Term Loans in an amount equal to the net proceeds of such incurrence of Debt. (e) On the Revolver Termination Date, Borrowers shall prepay all Term Loans (unless sooner repaid hereunder).

Mandatory Prepayments. (a) If at any time, time the aggregate outstanding principal amount of the Term Loans Revolving Credit Exposure exceeds the Term Loan Maximum Amount at such timeBorrowing Limit, Borrowers shall, on the sooner of Agent’s demand or the first Business Day after any Borrower has knowledge thereof, shall immediately repay the outstanding Term Swingline Loans and the Revolving Loans in an amount sufficient equal to cause such excess, together with all accrued and unpaid interest on such excess amount and any amounts due under Section 2.14. Each prepayment of a Borrowing shall be applied ratably to the Swingline Loans, to the full extent thereof, then to the Revolving Base Rate Loans to the full extent thereof, and then to Revolving Eurodollar Loans to the full extent thereof. (b) If at any time the aggregate outstanding principal amount of Revolving Loans exceeds the Term Aggregate Revolving Commitments the Borrower shall immediately repay the Swingline Loans to be less than or equal to and the Term Loan Maximum Amount then in effect. (b) Concurrently with any Permitted Asset Disposition of Other Collateral, Borrowers shall prepay Term Revolving Loans in an amount equal to such excess, together with all accrued and unpaid interest on such excess amount and any amounts due under Section 2.20. Each prepayment of a Borrowing shall be applied ratably to the Net Proceeds Swingline Loans, to the full extent thereof, then to the Revolving Base Rate Loans to the full extent thereof, and then to Revolving Eurodollar Loans to the full extent thereof. (c) Immediately upon receipt by the Borrower or any of its Subsidiaries of proceeds of any sale or disposition by the Borrower or such disposition; providedSubsidiary of any of its assets (excluding (i) sales of inventory in the ordinary course of business, that(ii) sales of obsolete equipment, and (iii) so long as no Event of Default has occurred and is continuing, (A) sales of assets the proceeds of which are invested into the businesses of the Borrower and its Subsidiaries within 180 days after such assets are sold, (B) sale or other disposition of (x) the distribution software business unit of the Borrower and its Subsidiaries located in Arizona to the extent such sale occurs no later than December 31, 2003 and (y) the operations of Symix France, S.A., including without limitation the Tolas product line to the extent such sale occurs no later than December 31, 2003, and (C) sales of other assets of the Borrower or any of its Subsidiaries with an aggregate book value not to exceed $500,000 in any Fiscal Year) the Borrower shall prepay the Loans in an amount equal to all such proceeds, net of commissions, reasonable estimate for taxes due in connection therewith and other reasonable and customary transaction costs, fees and expenses properly attributable to such transaction and payable by such Borrower in connection therewith (in each case, paid to non-Affiliates). (d) If the Borrower or any of its Subsidiaries incurs any Indebtedness or issues any equity securities (other than (i) Indebtedness permitted under Section 7.1, (ii) equity securities issued by a Subsidiary of the Borrower to the Borrower or another Subsidiary, (iii) equity securities issued in respect of warrants, stock options granted in connection with employee stock option plans and stock issued pursuant to employee stock purchase plans approved by the Borrower’s board of directors and (iv) stock issued in connection with any acquisitions permitted under Section 7.4), then no later than the Business Day following the date of receipt of the proceeds thereof, Borrower 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. (e) The Borrower shall, concurrently with the delivery of the financial information required under Section 5.1(a) with respect to each Fiscal Year (but in no event laterthan the date such information is required to be delivered) commencing with the delivery of the financial information with respect to Fiscal Year 2003, make a mandatory prepayment of the outstanding principal amount of the Loans in an amount equal to fifty percent (50%) of Excess Cash Flow for such Fiscal Year. (f) Any prepayments made by the Borrower pursuant to Sections 2.13(c), (d) or (e) above shall be applied as follows: first, to Administrative Agent’s fees and reimbursable expenses then due and payable pursuant to any of the Loan Documents; second, to all other Fees and reimbursable expenses of the Lenders and the Issuing Bank then due and payable pursuant to any of the Loan Documents, pro rata to the Lenders and the Issuing Bank based on their respective pro rata shares of such Fees and expenses; third, to interest then due and payable on the Loans made to Borrower, pro rata to the Lenders based on their respective Pro Rata Shares of such Loans; and fourth, to the principal installments of the Term A Loans in inverse order of maturity, pro rata to the Lenders based on their Pro Rata Shares of the Term A Loans. If a Default or Event of Default has occurred and is continuing, Net Proceeds from the remaining proceeds shall be applied: fifth to the principal balance of the Swingline Loans, to the Swingline Lender; sixth, to the principal balance of the Revolving Loans, pro rata to the Lenders based on their Pro Rata Shares of the Revolving Loans; and seventh to provide cash collateral for any single such Asset Disposition outstanding LC Exposure in an amount not in excess of $2,000,000 shall not be required to be so applied the manner and to the extent Borrowers deliver to Agent a certificate stating that Obligors intend to use such Net Proceeds to acquire assets that are used or useful set forth in the business of Obligors within 180 days Section 2.23(g). The Revolving Commitments of the receipt of such Net Proceeds, it being expressly agreed that all such Net Proceeds not so reinvested Lenders shall be immediately applied to prepay permanently reduced by the Loans upon the expiration of such 180 day period. (c) Concurrently with the receipt amount of any proceeds of insurance or condemnation or expropriation awards paid in respect of any Other Collateralprepayments made pursuant to clauses fifth, Borrowers shall prepay Term Loans in an amount equal to such proceeds, subject to Section 8.6.2sixth and seventh above. (d) Concurrently with any incurrence of Debt by an Obligor (other than Debt permitted under Section 10.2.1), Borrower shall prepay Term Loans in an amount equal to the net proceeds of such incurrence of Debt. (e) On the Revolver Termination Date, Borrowers shall prepay all Term Loans (unless sooner repaid hereunder).

Mandatory Prepayments. (ai) If at any time, Immediately upon receipt of notice by Agent that the aggregate outstanding principal amount balance of the Term Loans Loan exceeds the then extant Maximum Term Loan Amount, Borrower shall prepay the Term Loan Maximum Amount at such time, Borrowers shall, on the sooner of Agent’s demand or the first Business Day after any Borrower has knowledge thereof, repay the outstanding Term Loans in accordance with clause (d) below in an amount sufficient to cause the aggregate outstanding principal amount of the Term Loans to be less than or equal to the Term Loan Maximum Amount then in effectsuch excess. (ii) Immediately upon any voluntary or involuntary sale or disposition by Parent or any of its Subsidiaries of property or assets (other than sales or dispositions which qualify as Permitted Dispositions under clauses (b), (c), (e), and (g)) Concurrently with of the definition of Permitted Dispositions): (A) If the proceeds are from the sale or disposition of any Permitted Asset Disposition of Other CollateralEligible Equipment, Borrowers shall prepay Term Loans the outstanding Obligations in accordance with clause (d) below with the Net Cash Proceeds received by such Person in connection with such sale or disposition in an amount equal to the Net Proceeds lesser of (i) 100% of such disposition; providedNet Cash Proceeds, that, and (ii) 100% of the Gross Liquidation Value of such Eligible Equipment based on the most recent appraisal of such Eligible Equipment. Any remaining Net Cash Proceeds shall be applied as follows: (A) so long as no Default or Event of Default has shall have occurred and is be continuing, (x) 50% of such Net Cash Proceeds shall be retained by Borrower, and (y) the remaining Net Cash Proceeds shall be used by Borrowers to prepay the outstanding Obligations in accordance with clause (d) below, and (B) otherwise, 100% of such Net Cash Proceeds shall be used by Borrowers to prepay the outstanding Obligations in accordance with clause (d) below. (B) If the proceeds are from the sale or disposition of any single such Asset Disposition other property or assets, Borrowers shall prepay the outstanding Obligations in accordance with clause (d) below in an amount equal to 100% of the Net Cash Proceeds received by such Person in connection with such sale or disposition if the aggregate amount of Net Cash Proceeds received by Parent and its Subsidiaries (and not paid to Agent as a prepayment of the Obligations) for all such sales or dispositions shall exceed $150,000 in any fiscal year. Nothing contained in this subclause (ii) shall permit Parent or any of its Subsidiaries to sell or otherwise dispose of any property or assets other than in accordance with Section 7.4. (iii) Immediately upon the receipt by Parent or any of its Subsidiaries of any Extraordinary Receipts in excess of $2,000,000 50,000 individually or $250,000 in the aggregate during any Fiscal Year (other than Extraordinary Receipts from the Asiana Claim), Borrowers shall prepay the outstanding Obligations in accordance with clause (d) below in an amount equal to 100% of such Extraordinary Receipts, net of any reasonable expenses incurred in collecting such Extraordinary Receipts. (iv) Immediately upon the issuance or incurrence by Parent or any of its Subsidiaries of any Indebtedness (other than Indebtedness referred to in clauses (a), (b), (c), (d), or (e) of Section 7.1), or the sale or issuance by Parent or any of its Subsidiaries of any shares of its Capital Stock, Borrowers shall prepay the outstanding principal of the Obligations in accordance with clause (d) in an amount equal to 100% of the Net Cash Proceeds received by Parent or its Subsidiaries in connection with such 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 terms and conditions of this Agreement. (v) If Parent or any of its Subsidiaries has any Excess Cash Flow for any fiscal year (the “Relevant Fiscal Year”), commencing with the fiscal year ending February 29, 2004, Borrowers shall prepay the outstanding Obligations in accordance with clause (d) below in an amount (the “Excess Cash Flow Amount”) equal to 75% of such Excess Cash Flow. Such Excess Cash Flow shall be paid on or before the first day of the second fiscal quarter of the fiscal year following the Relevant Fiscal Year. Notwithstanding the foregoing, (x) Borrowers shall not be required to prepay the Obligations with Excess Cash Flow if there are any Borrowings during (i) the last 5 days of Parent’s first fiscal quarter of its fiscal year immediately following the Relevant Fiscal Year, or (ii) the last 20 Business Days of the Excess Cash Flow Offer (as defined in the Indenture), and (y) Borrowers shall not be so applied required to prepay the Obligations with Excess Cash Flow to the extent Borrowers deliver that Parent would have less than $30,000,000 available to Agent a certificate stating that Obligors intend to use such Net Proceeds to acquire assets that are used or useful be borrowed under this Agreement upon consummation of the Excess Cash Flow Offer (as defined in the business Indenture), after giving pro forma effect to the purchase of Obligors within 180 days of Notes (as defined in the receipt of such Net Proceeds, it being expressly agreed that all such Net Proceeds Indenture) in the Excess Cash Flow Offer (as defined in the Indenture). Borrowers shall not so reinvested shall be immediately applied required to prepay the Loans upon Obligations with Excess Cash Flow if the expiration of such 180 day periodExcess Cash Flow Amount is less than $5,000,000. (cvi) Concurrently with Immediately upon the receipt by Parent or any of its Subsidiaries of any insurance proceeds related to a casualty or loss of insurance Collateral or the payment of any award or compensation for condemnation or expropriation awards paid in respect of any Other Collateraltaking by eminent domain, Borrowers shall prepay Term Loans the outstanding Obligations in accordance with clause (d) below in an amount equal to such proceeds, subject to Section 8.6.2. (d) Concurrently with any incurrence of Debt by an Obligor (other than Debt permitted under Section 10.2.1), Borrower shall prepay Term Loans in an amount equal to the net proceeds 100% of such incurrence proceeds or payment, net of Debtany reasonable expenses incurred in collecting such proceeds or payment. (e) On the Revolver Termination Date, Borrowers shall prepay all Term Loans (unless sooner repaid hereunder).

Mandatory Prepayments. (ai) If at If, after giving effect to any timetermination or reduction of the Commitments 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 outstanding principal amount equal to such excess, and (B) if any excess remains after prepaying all of the Term Loans exceeds Borrowings as a result of an LC Exposure, pay to the Term Loan Maximum Amount at such time, Borrowers shall, Administrative Agent on the sooner of Agent’s demand or the first Business Day after any Borrower has knowledge thereof, repay the outstanding Term Loans in an amount sufficient to cause the aggregate outstanding principal amount behalf of the Term Loans to be less than or equal to the Term Loan Maximum Amount then in effect. (b) Concurrently with any Permitted Asset Disposition of Other Collateral, Borrowers shall prepay Term Loans in Lenders an amount equal to such excess to be held as cash collateral as provided in Section 2.07(j). (ii) On each date on or after the Effective Date upon which the Borrower or any Subsidiary receives any cash proceeds from any Asset Sale made pursuant to Section 9.11(i), an amount equal to 100% of the Net Sale Proceeds of therefrom shall be applied by the Borrower on such dispositiondate as a mandatory repayment in accordance with Section 3.04(b)(iv); provided, thathowever, so long as no Default or Event of Default has occurred and is continuing, that such Net Sale Proceeds from any single such Asset Disposition in an amount not in excess of $2,000,000 shall not be required to be so applied on such date so long as no Event of Default then exists and such Net Sale Proceeds shall be used to purchase Property (other than inventory and working capital) used or to be used in the businesses permitted pursuant to Section 9.06 within 180 days following the date of such Asset Sale, and provided, further, that if all or any portion of such Net Sale Proceeds not required to be so applied as provided above in this Section 3.04(b)(ii) are not so reinvested within such 180-day period (or such earlier date, if any, as the Borrower or relevant Subsidiary determines not to reinvest the Net Sale Proceeds from such Asset Sale as set forth above), such remaining portion shall be applied on the last day of such period (or such earlier date, as the case may be) as provided above in this Section 3.04(b)(ii) without regard to the preceding proviso. (iii) On each date on or after the Effective Date upon which the Borrower or any Subsidiary receives any cash proceeds from any Recovery Event, an amount equal to 100% of the Net Cash Proceeds from such Recovery Event shall be applied on such date as a mandatory repayment in accordance with the requirements of Section 3.04(b)(iv); provided, however, that so long as no Event of Default then exists, such Net Cash Proceeds shall not be required to be so applied on such date to the extent Borrowers deliver to Agent a certificate stating that Obligors intend to use such Net Cash Proceeds shall be used to acquire assets that are used replace or useful restore any Property in the business respect of Obligors which such Net Cash Proceeds were paid within 180 days following the date of the receipt of such Net Cash Proceeds, it being expressly agreed and provided, further, that if all or any portion of such Net Cash Proceeds are not so reinvested used within 180 days after the date of the receipt of such Net Cash Proceeds (or such earlier date, if any, as the Borrower or relevant Subsidiary determines not to reinvest the Net Cash Proceeds relating to such Recovery Event as set forth above), such remaining portion shall be immediately applied to prepay on the Loans upon the expiration last day of such 180 day periodperiod (or such earlier date, as the case may be) as provided above in this Section 3.04(b)(iii) without regard to the proviso or the immediately preceding proviso. (civ) Concurrently Each prepayment of Borrowings pursuant to this Section 3.04(b) shall be applied ratably to the Loans included in the prepaid Borrowings. Each prepayment pursuant to Section 3.04(b)(i) shall be applied to any outstanding Borrowings and the LC Exposure as described in Section 3.04(b)(i). Prepayments pursuant to Section 3.04(b) shall be accompanied by accrued interest to the extent required by Section 3.02. Each prepayment of Borrowings pursuant to Section 3.04(b) shall be applied, first, ratably to any ABR Borrowings of 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 receipt Eurodollar Borrowing with the least number of any proceeds days remaining in the Interest Period applicable thereto and ending with the Eurodollar Borrowing with the most number of insurance or condemnation or expropriation awards paid days remaining in respect the Interest Period applicable thereto. (v) If the Borrower is required to make a mandatory prepayment of any Other CollateralEurodollar Borrowings under this Section 3.04, Borrowers the Borrower shall prepay Term Loans have the right, in lieu of making such prepayment in full, to deposit an amount equal to such proceeds, subject mandatory prepayment with the Administrative Agent in a cash collateral account maintained (pursuant to Section 8.6.2. (d) Concurrently with any incurrence of Debt by an Obligor (other than Debt permitted under Section 10.2.1), Borrower shall prepay Term Loans in an amount equal documentation reasonably satisfactory to the net proceeds Administrative Agent) by and in the sole dominion and control of the Administrative Agent. Any amounts so deposited shall be held by the Administrative Agent as collateral for the prepayment of such incurrence Eurodollar Rate Loans and shall be applied to the prepayment of Debtthe applicable Eurodollar Rate Loans at the end of the current Interest Periods applicable thereto. At the request of the Borrower, amounts so deposited shall be invested by the Administrative Agent in Cash Equivalents maturing prior to the date or dates on which it is anticipated that such amounts will be applied to prepay such Eurodollar Rate Loans; any interest earned on such Cash Equivalents will be for the account of the Borrower and the Borrower will deposit with the Administrative Agent the amount of any loss on any such Cash Equivalents to the extent necessary in order that the amount of the prepayment to be made with the deposited amounts may not be reduced. (e) On the Revolver Termination Date, Borrowers shall prepay all Term Loans (unless sooner repaid hereunder).

Mandatory Prepayments. (ai) If The Borrower shall prepay the Advances on each Payment Date in the manner and to the extent provided in the Priority of Payments. (ii) In connection with a sale of a Collateral Loan pursuant to, and in accordance with the terms of Section 10.05, the proceeds of such sale shall be applied by the Borrower towards the prepayment of Advances on the date of such sale in an amount at least equal to the Warranty Collateral Loan Prepayment Amount. (iii) Notwithstanding anything to the contrary herein, if any timeMonthly Report or Payment Date Report shows that the Foreign Currency Advance Amount at such time exceeds the Non-Dollar Sublimit then in effect, then, within five (5) Business Days of delivery of such Monthly Report or Payment Date Report, as applicable, the Borrower shall prepay Advances in an aggregate amount sufficient to reduce the Foreign Currency Advance Amount as of such date of payment to an amount not to exceed 100% of the Non-Dollar Sublimit then in effect. The Borrower may (A) prepay the Advances in such aggregate amount and (B) simultaneously borrow new Advances denominated in Dollars hereunder in an amount equal to the Dollar Equivalent of such repayment; provided that with respect to subclauses (A) and (B), (x) the Dollar Equivalent of the aggregate outstanding principal amount of the Term Loans exceeds the Term Loan Maximum Amount at such time, Borrowers shall, on the sooner of Agent’s demand or the first Business Day after any Borrower has knowledge thereof, repay the outstanding Term Loans in an amount sufficient to cause the aggregate outstanding principal amount Advances does not exceed 100% of the Term Loans to Maximum Facility Amount, (y) the prepayment to, and borrowing from, any existing Lender shall be less than or equal effected by book entry to the Term Loan Maximum Amount then extent that any portion of the amount prepaid to such Lender will be subsequently borrowed from such Lender and (z) the Lenders shall make and receive payments among themselves, in effecta manner acceptable to the Administrative Agent, so that, after giving effect thereto, the new Advances are held ratably by the Lenders in accordance with the respective Percentage of such Lenders (after giving effect to such prepayment). (biv) Concurrently In connection with any Permitted Asset Disposition of Other Collateralprepayment pursuant to clause (iii) above, Borrowers the Borrower shall prepay Term Loans in an amount equal deliver to the Net Proceeds Collateral Agent, the Lenders and the Administrative Agent a Notice of Prepayment not later than 2:00 p.m. New York City time two (2) Business Days prior to the date of such disposition; provided, that, so long as no Default or Event prepayment. The Administrative Agent shall promptly notify the Lenders of Default has occurred and is continuing, Net Proceeds from any single such Asset Disposition in an amount not in excess Notice of $2,000,000 Prepayment. Each such Notice of Prepayment shall not be required to be so applied to specify the extent Borrowers deliver to Agent a certificate stating that Obligors intend to use such Net Proceeds to acquire assets that are used or useful in the business of Obligors within 180 days portion of the receipt outstanding principal balance and the currency of such Net Proceeds, it being expressly agreed the Advance that all such Net Proceeds not so reinvested shall be immediately applied to prepay prepaid and be irrevocable and effective upon receipt and shall be dated the Loans upon date such notice is being given, signed by a Responsible Officer of the expiration Borrower and otherwise appropriately completed. If a Notice of such 180 day period. (c) Concurrently with Prepayment is given by the receipt of any proceeds of insurance or condemnation or expropriation awards paid in respect of any Other CollateralBorrower, Borrowers shall prepay Term Loans in an amount equal to such proceeds, subject to Section 8.6.2. (d) Concurrently with any incurrence of Debt by an Obligor (other than Debt permitted under Section 10.2.1), the Borrower shall prepay Term Loans make such prepayment and the payment amount specified in an amount equal to such notice shall be due and payable on the net proceeds of such incurrence of Debtdate specified therein. (e) On the Revolver Termination Date, Borrowers shall prepay all Term Loans (unless sooner repaid hereunder).

Mandatory Prepayments. (a) If at In the event of any timetermination of all the Revolving Credit Commitments, the aggregate outstanding principal amount of the Term Loans exceeds the Term Loan Maximum Amount at such time, Borrowers Borrower shall, on the sooner date of Agent’s demand or the first Business Day after any Borrower has knowledge thereofsuch termination, repay or prepay all its outstanding Revolving Credit Borrowings and replace or cause to be canceled (or make other arrangements satisfactory to the Administrative Agent and the Issuing Bank with respect to) all outstanding Term Letters of Credit. If, after giving effect to any partial reduction of the 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, respectively, repay or prepay Revolving Loans and, after the Revolving Loans shall have been repaid or prepaid in full, replace or cause to be canceled (or make other arrangements satisfactory to the Administrative Agent and the Issuing Bank with respect to) Letters of Credit in an amount sufficient to cause the aggregate outstanding principal eliminate such excess; provided, however, that Letters of Credit shall be cash collateralized or otherwise backstopped in an amount equal to 103% of the Term Loans to be less undrawn face amount thereof. The Borrower shall repay or prepay each Revolving Loan no later than or equal to the Term date that is 364 days following the date on which such Revolving Loan Maximum Amount then in effectwas made. (b) Concurrently Not later than the third Business Day following the receipt of Net Cash Proceeds in respect of any Asset Sale made pursuant to Section 6.05(b) by the Borrower and its Restricted Subsidiaries, the Borrower shall apply 100% of the Net Cash Proceeds received with any Permitted Asset Disposition of Other Collateral, Borrowers shall respect thereto to prepay outstanding Term Loans in accordance with Section 2.13(f); provided, however, that prepayments by the Borrower under this clause (b) shall only be required if the aggregate amount of mandatory prepayments that would otherwise be required under this clause (b) for such fiscal year exceeds $2,500,000 (with only the amount in excess of such amount required to be used to prepay the Term Loans). (c) No later than five Business Days after the date on which the financial statements with respect to each fiscal year are required to be delivered pursuant to Section 5.04(a), commencing with the fiscal year ending December 31, 2019, the Borrower shall prepay outstanding Term Loans in accordance with Section 2.13(f) in an aggregate principal amount (the “ECF Payment Amount”) equal to the Net Proceeds excess, if any, of (A) the ECF Percentage of Excess Cash Flow for such dispositionfiscal year then ended minus, without duplication of amounts reducing Excess Cash Flow, (B) at the option of the Borrower, the aggregate principal amount of (x) any optional prepayments or repurchases of Term Loans, Revolving Loans or Incremental Equivalent Debt that is secured on a pari passu basis with the Credit Facilities prior to the date of prepayment pursuant to this Section 2.13(c), and (y) the amount of any reduction in the outstanding amount of any Term Loans resulting from any assignment made to Holdings, the Borrower or any of its Restricted Subsidiaries in accordance with Section 2.12(c) (including in connection with any Auction) prior to the date of prepayment pursuant to this Section 2.13(c), in the case of this clause (y), based upon the actual amount of cash paid in connection with the relevant assignment, in each case, only to the extent that (I) such prepayments were not financed with the proceeds of long-term Indebtedness (other than Revolving Loans) of the Borrower and its Restricted Subsidiaries, (II) if such prepayment is a prepayment of Revolving Loans or of Incremental Equivalent Debt in the form of a revolving facility, such prepayment is accompanied by a corresponding termination or reduction of the Revolving Credit Commitment or relevant commitment, respectively, and (III) such prepayment was not previously applied to reduce the amount of any prepayment required by this clause (c); provided, thathowever, so long as no Default or Event that any such prepayment by the Borrower under this clause (c) in respect of Default has occurred and is continuing, Net Proceeds from any single such Asset Disposition in an amount not in excess of $2,000,000 fiscal year shall not only be required to be so applied to the extent Borrowers deliver (if any) by which the ECF Payment Amount for such fiscal year exceeds $2,000,000. (d) In the event that Holdings, the Borrower or any other Restricted Subsidiary shall receive Net Cash Proceeds from the issuance or incurrence of Indebtedness for borrowed money of Holdings, the Borrower or any other Restricted Subsidiary (other than any cash proceeds from the issuance of Indebtedness for borrowed money otherwise permitted pursuant to Agent a certificate stating that Obligors intend to use such Net Proceeds to acquire assets that are used or useful Section 6.01), the Borrower shall, substantially simultaneously with (and in any event not later than the business of Obligors within 180 days of third Business Day next following) the receipt of such Net ProceedsCash Proceeds by Holdings, it being expressly agreed that all such Net Proceeds not so reinvested shall be immediately applied to prepay the Loans upon the expiration of Borrower or such 180 day period. (c) Concurrently with the receipt of any proceeds of insurance or condemnation or expropriation awards paid in respect of any Other CollateralRestricted Subsidiary, Borrowers shall prepay Term Loans in apply an amount equal to 100% of such proceeds, subject Net Cash Proceeds to Section 8.6.2. (d) Concurrently with any incurrence of Debt by an Obligor (other than Debt permitted under Section 10.2.1), Borrower shall prepay outstanding Term Loans in an amount equal to the net proceeds of such incurrence of Debtaccordance with Section 2.13(f). (e) On [Intentionally Omitted]. (f) Mandatory prepayments of the Revolver Termination DateTerm Loans shall be applied to the installments thereof as directed by the Borrower (or, Borrowers in the absence of direction from the Borrower, in the direct order of maturity); provided that in the case of any mandatory prepayment in respect of any Asset Sale, the Borrower may apply the Net Cash Proceeds thereof ratably to the payment of the Term Loans and any other indebtedness that is secured on a pari passu basis with the Term Loans; provided further that any amount that is offered to prepay any such other indebtedness and not accepted by the holders thereof shall be applied to prepay all the Term Loans (unless sooner repaid hereundersubject to the right of Lenders to decline such prepayment as described below ). (g) if the Borrower determines in good faith that any prepayment described under clause (b) or clause (c) above (i) in the case of any prepayment attributable to any Foreign Subsidiary, would violate any local law (e.g., financial assistance, corporate benefit, thin capitalization, capital maintenance and similar legal principles, restrictions on upstreaming of cash intra-group or the fiduciary or statutory duties of the directors of the relevant subsidiaries), (ii) would require the Borrower or any Restricted Subsidiary to incur a material and adverse Tax liability (including any material and adverse withholding Tax) or (iii) in the case of any prepayment attributable to any joint venture, would violate any organizational document of such joint venture (or any relevant shareholders’ or similar agreement), in each case if the amount subject to the relevant prepayment were upstreamed or transferred as a distribution or dividend (any amount limited as set forth in clauses (i) through (iii) of this paragraph, a “Restricted Amount”), the amount of the relevant prepayment shall be reduced by the Restricted Amount; provided that (i) if the circumstance giving rise to any Restricted Amount ceases to exist within 365 days following the end of the relevant fiscal year or the event giving rise to the relevant prepayment, as applicable, the relevant Restricted Subsidiary shall promptly repatriate or distribute the amount that no longer constitutes a Restricted Amount to the Borrower for application to the Term Loans as required above promptly following the date on which the relevant circumstance ceases to exist and (ii) in no event shall any Restricted Amount increase the Available Amount. (h) Any Lender (each, a “Declining Lender”) may elect not to accept any mandatory prepayment, except in the case of clause (d) above. Any prepayment amount declined by a Declining Lender (any such declined payment, the “Declined Proceeds”) will be an addition to the Available Basket. (i) Holdings shall deliver to the Administrative Agent, at the time of each prepayment required under this Section 2.13, (i) a certificate signed by a Financial Officer of the Borrower setting forth in reasonable detail the calculation of the amount of such prepayment and (ii) to the extent practicable, at least three days’ prior irrevocable written notice of such prepayment. Each notice of prepayment shall specify the prepayment date, the Class and Type of each Loan being prepaid and the principal amount of each Loan (or portion thereof) to be prepaid. All prepayments of Borrowings under this Section 2.13 shall be subject to Section 2.16 and, in the case of Section 2.13(d), Section 2.12(e), but shall otherwise be without premium or penalty, and shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to, but excluding ,the date of payment.

Mandatory Prepayments. (a) If at Immediately upon receipt by the Borrower or any timeof its Subsidiaries of Net Cash Proceeds of any Asset Sale or Recovery Event in excess of $5,000,000 in any Fiscal Year, the aggregate outstanding principal amount of Borrower shall prepay the Term Loans exceeds the Term Loan Maximum Amount at such time, Borrowers shall, on the sooner of Agent’s demand or the first Business Day after any Borrower has knowledge thereof, repay the outstanding Term Loans Obligations in accordance with Section 2.12(e) in an amount sufficient equal to such Net Cash Proceeds, except to the extent that such Net Cash Proceeds are reinvested in any existing, or related, line of business of the Borrower or any Subsidiary within 180 days of such Asset Sale or Recovery Event (it being understood that such prepayment shall be due immediately upon the expiration of such 180 day period to the extent not reinvested); provided, that if after giving effect to such Asset Sale or Recovery Event the Loan to Value Ratio exceeds 85% then to the extent necessary to cause the aggregate outstanding principal amount of the Term Loans Loan to Value Ratio to be equal to or less than or equal to 85% the Term Loan Maximum Amount then in effectBorrower shall make such prepayment immediately upon the receipt of such Net Cash Proceeds. (b) Concurrently with Immediately upon the receipt by the Borrower or any Permitted Asset Disposition of Other Collateralits Subsidiaries of Net Cash Proceeds of any issuance of Indebtedness (other than Indebtedness permitted under Section 7.1), Borrowers the Borrower shall prepay Term Loans the Obligations in accordance with Section 2.12(e) in an amount equal to such Net Cash Proceeds. (c) Immediately upon the receipt by the Borrower or any of its Subsidiaries of Net Cash Proceeds from the issuance of any Capital Stock (other than Capital Stock issued by a Subsidiary to the Borrower or another Subsidiary), the Borrower shall prepay the Obligations in accordance with Section 2.12(e) in an amount equal to such Net Cash Proceeds. (d) Within ninety days after the end of each Fiscal Year, commencing with the Fiscal Year ending December 31, 2012, the Borrower shall prepay the Obligations in accordance with Section 2.12(e) Table of Contents in an amount equal to 50% of Consolidated Excess Cash Flow for such Fiscal Year minus the amount of any voluntary prepayments made on the Term Loan during such period. (e) Any prepayments made by the Borrower pursuant to Sections 2.12(a), (b), (c) or (d) above shall be applied as follows: first, to the principal balance of the Term Loans, until the same shall have been paid in full, pro rata to the Lenders based on their Pro Rata Shares of the Term Loans, and applied to the principal installments thereof on a pro rata basis; second, to the principal balance of the Swing Line Loans, until the same shall have been paid in full, to the Swingline Lender, third, to the principal balance of the Revolving Loans, until the same shall have been paid in full, pro rata to the Lenders based on their respective Revolving Commitments and fourth, to Cash Collateralize the Letters of Credit in an amount in cash equal to the LC Exposure as of such disposition; provideddate plus any accrued and unpaid fees thereon. The Revolving Commitments of the Lenders shall not be permanently reduced by the amount of any prepayments made pursuant to clauses second through fourth above, that, so long as no unless a Default or an Event of Default has occurred and is continuing, Net Proceeds from any single such Asset Disposition in an amount not in excess of $2,000,000 shall not be required to be continuing and the Required Revolving Lenders so applied to the extent Borrowers deliver to Agent a certificate stating that Obligors intend to use such Net Proceeds to acquire assets that are used or useful in the business of Obligors within 180 days of the receipt of such Net Proceeds, it being expressly agreed that all such Net Proceeds not so reinvested shall be immediately applied to prepay the Loans upon the expiration of such 180 day periodrequest. (cf) Concurrently with If at any time the receipt Revolving Credit Exposure of any proceeds all Lenders exceeds the Aggregate Revolving Commitments, as reduced pursuant to Section 2.8 (including after giving effect to the mandatory reduction of insurance Aggregate Revolving Commitments pursuant to Section 2.8(c)) or condemnation or expropriation awards paid in respect of any Other Collateralotherwise, Borrowers the Borrower shall prepay Term immediately repay Swingline Loans and Revolving Loans in an amount equal to such proceedsexcess, subject to Section 8.6.2. (d) Concurrently together with all accrued and unpaid interest on such excess amount and any incurrence of Debt by an Obligor (other than Debt permitted amounts due under Section 10.2.1)2.19. Each prepayment shall be applied first to the Swingline Loans to the full extent thereof, second to the Base Rate Loans to the full extent thereof, and finally to Eurodollar Loans to the full extent thereof. If after giving effect to prepayment of all Swingline Loans and Revolving Loans, the Revolving Credit Exposure of all Lenders exceeds the Aggregate Revolving Commitments, the Borrower shall prepay Term Loans Cash Collateralize its reimbursement obligations with respect to all Letters of Credit in an amount equal to the net proceeds of such incurrence of Debtexcess plus any accrued and unpaid fees thereon. (e) On the Revolver Termination Date, Borrowers shall prepay all Term Loans (unless sooner repaid hereunder).

Mandatory Prepayments. (ai) If at any time, time the aggregate outstanding principal amount balance of the Term Loans 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 Maximum Amount at such time, Borrowers shall, on the sooner of Agent’s demand or the first Business Day after any then Borrower has knowledge thereof, shall immediately repay the outstanding Term Loans in an amount sufficient to cause the aggregate outstanding principal amount Revolving Credit Advances to the extent required to eliminate such excess. If any such excess remains after repayment in full of the Term aggregate outstanding Revolving Credit Advances, Borrower shall provide cash collateral for the Letter of Credit Obligations in the manner set forth in Annex B to the extent required to eliminate such excess. 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 less than or equal to the Term Loan Maximum Amount then in effect. (b) Concurrently with any Permitted Asset Disposition of Other Collateral, Borrowers shall prepay Term Loans 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 Net Proceeds 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 such disposition; providedthe foregoing, thatBorrower shall not be required to prepay the Loans from the proceeds of (x) asset dispositions permitted by Section 6.8(a), so long as (y) the sale of the Stock of any Excluded Subsidiary, or (z) 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, Net Proceeds from any single such Asset Disposition continuing in an amount not to exceed (1) $250,000 in excess any single transaction or series of related transactions or (2) $2,000,000 shall not be required to be so applied to the extent Borrowers deliver to Agent a certificate stating that Obligors intend to use such Net Proceeds to acquire assets that are used or useful 1,000,000 in the business aggregate for all such transactions. (iii) If Borrower issues Stock, no later than the Business Day following the date of Obligors within 180 days receipt of the receipt of such Net Proceedscash proceeds thereof, it being expressly agreed that all such Net Proceeds not so reinvested Borrower shall be immediately applied to prepay the Loans upon the expiration (and cash collateralize Letter of such 180 day period. (cCredit Obligations) Concurrently with the receipt of any proceeds of insurance or condemnation or expropriation awards paid in respect of any Other Collateral, Borrowers shall prepay Term Loans in an amount equal to all such cash proceeds, subject net of underwriting discounts and commissions and other reasonable costs paid to non-Affiliates in connection therewith. Any such prepayment shall be applied in accordance with Section 8.6.2. (d) Concurrently with any incurrence of Debt by an Obligor (other than Debt permitted under Section 10.2.1), Borrower shall prepay Term Loans in an amount equal to the net proceeds of such incurrence of Debt. (e) On the Revolver Termination Date, Borrowers shall prepay all Term Loans (unless sooner repaid hereunder1.3(c).

Mandatory Prepayments. (ai) If at any time, the aggregate outstanding principal amount of the Term Loans exceeds the Term Loan Maximum Amount at such time, Borrowers shall, on the sooner of Agent’s demand or On the first Business Day after following the receipt of (y) any Borrower has knowledge thereofNet Proceeds (Asset Sales) of Borrowers, repay or (z) any Net Proceeds (Insurance) of Borrowers, the outstanding Term Loans Borrowers shall utilize one hundred percent (100%) of the amount of any cash receipts described in an amount sufficient clauses (y) or (z) above, if any, to cause make a mandatory prepayment of the aggregate outstanding Loans, together with all accrued and unpaid interest in respect of the principal amount of the Term Loans to be less than or equal to the Term Loan Maximum Amount then in effect. (b) Concurrently with any Permitted Asset Disposition of Other Collateral, Borrowers shall prepay Term Loans in an amount equal to the Net Proceeds of such dispositionso prepaid; provided, however that, so long as no Default or Event of Default has shall have occurred and is be continuing, Net Proceeds from the Borrowers may give written notice to Lender that they plan to reinvest all or any single such Asset Disposition in an amount not in excess portion of $2,000,000 shall not be required to be so applied to the extent Borrowers deliver to Agent a certificate stating that Obligors intend to use such Net Proceeds (Asset Sales) or Net Proceeds (Insurance) for loss to acquire property in assets that are used or useful in the Borrowers’ business of Obligors within 180 days in accordance with the terms of the Partner Agreement so long as within 90 days following receipt of such Net ProceedsProceeds (Asset Sales), it being expressly agreed that all such purchase shall have been consummated, or within 90 days of a Borrower’s receipt of Net Proceeds (Insurance), Borrowers commence and diligently pursue the restoration of the Property for which such Net Proceeds not so reinvested (Insurance) are being paid (as certified by the Borrowers in writing to the Lender). (ii) After the occurrence of the Availability Termination Date, on the date that is two (2) Business Days prior to August 31 and February 28 (or 29 in any leap year), the Borrowers shall be immediately applied utilize 70% of Excess Cash Flow of the Borrowers, calculated for the previous six-month period ended June 30 or December 31, as applicable, to prepay the Loans upon the expiration of such 180 day period. (c) Concurrently Loans, together with the receipt of any proceeds of insurance or condemnation or expropriation awards paid all accrued and unpaid interest in respect of any Other Collateral, Borrowers shall prepay Term Loans in an the principal amount equal to such proceedsso prepaid, subject to Section 8.6.2. (d) Concurrently with any incurrence of Debt by an Obligor (other than Debt permitted under Section 10.2.1), Borrower shall prepay Term Loans in an amount equal adjustment based on year-end audited financials to the net proceeds of such incurrence of Debtextent required by the Management Committee under the Partner Agreement. (e) On the Revolver Termination Date, Borrowers shall prepay all Term Loans (unless sooner repaid hereunder).

Mandatory Prepayments. (ai) If If, on the Scheduled Reduction Date, the Revolving Loans of any Bank exceeds such Bank's Proportionate Share of all Revolving Loans outstanding at such time, Borrower shall prepay Revolving Loans of such Bank on the Scheduled Date in an aggregate principal amount equal to such excess. (ii) If, at any time, the aggregate outstanding principal amount of the Term Loans Outstanding Credit exceeds the Term Loan Maximum Amount Total Commitment at such time, Borrowers shall, on the sooner of Agent’s demand or the first Business Day after any Borrower has knowledge thereof, repay the outstanding Term shall immediately prepay Revolving Loans in an amount sufficient to cause the aggregate outstanding principal amount of the Term Loans to be less than or equal to the Term Loan Maximum Amount then in effectsuch excess. (biii) Concurrently with If, at any Permitted Asset Disposition time, the Outstanding Credit exceeds the Borrowing Base, Borrower shall within fifteen (15) Business Days prepay Revolving Loans in an aggregate principal amount equal to such excess. (iv) Upon any Change of Other CollateralControl, Borrowers Borrower immediately shall prepay Term Loans all outstanding Revolving Loans, Reimbursement Obligations and all other outstanding Obligations without presentment, demand, protest or any other notice of any kind, all of which are hereby expressly waived, anything contained herein or in the Revolving Loan Notes to the contrary notwithstanding. If, at the time of any such Change of Control, any amounts remain available for drawing under the Letters of Credit then outstanding, Borrower shall immediately pay to Agent an amount equal to the Net Proceeds sum of such disposition; provided, that, so long as no Default or Event of Default has occurred and is continuing, Net Proceeds from any single available amounts. Agent shall hold such Asset Disposition amount in an amount not in excess of $2,000,000 shall not be required a non-interest bearing account to be so applied to the extent Borrowers deliver satisfy Borrower's Reimbursement Obligations. Borrower hereby grants to Agent a certificate stating that Obligors intend to use such Net Proceeds to acquire assets that are used or useful in for the business of Obligors within 180 days benefit of the receipt Banks a security interest in such account as security for all of such Net Proceeds, it being expressly agreed that all such Net Proceeds not so reinvested shall be immediately applied to prepay the Loans upon the expiration of such 180 day periodBorrower's Obligations. (c) Concurrently with the receipt of any proceeds of insurance or condemnation or expropriation awards paid in respect of any Other Collateral, Borrowers shall prepay Term Loans in an amount equal to such proceeds, subject to Section 8.6.2. (d) Concurrently with any incurrence of Debt by an Obligor (other than Debt permitted under Section 10.2.1), Borrower shall prepay Term Loans in an amount equal to the net proceeds of such incurrence of Debt. (e) On the Revolver Termination Date, Borrowers shall prepay all Term Loans (unless sooner repaid hereunder).

Mandatory Prepayments. (ai) If at If, after giving effect to any timetermination or reduction of the Commitments 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 outstanding principal amount equal to such excess, and (B) if any excess remains after prepaying all of the Term Loans exceeds Borrowings as a result of an LC Exposure, pay to the Term Loan Maximum Amount at such time, Borrowers shall, Administrative Agent on the sooner of Agent’s demand or the first Business Day after any Borrower has knowledge thereof, repay the outstanding Term Loans in an amount sufficient to cause the aggregate outstanding principal amount behalf of the Term Loans to be less than or equal to the Term Loan Maximum Amount then in effect. (b) Concurrently with any Permitted Asset Disposition of Other Collateral, Borrowers shall prepay Term Loans in Lenders an amount equal to such excess to be held as cash collateral as provided in Section 2.07(j). (ii) Except to the extent required to be applied as a prepayment of the Term Loan Facility in accordance with the Term Loan Agreement, on each date on or after the Effective Date upon which the Borrower or any Subsidiary receives any cash proceeds from any Asset Sale made pursuant to Section 9.11(j), an amount equal to 100% of the Net Sale Proceeds of therefrom shall be applied by the Borrower on such dispositiondate as a mandatory repayment in accordance with Section 3.04(b)(iv); provided, thathowever, so long as no Default or Event of Default has occurred and is continuing, that such Net Sale Proceeds from any single such Asset Disposition in an amount not in excess of $2,000,000 shall not be required to be so applied on such date so long as no Event of Default then exists and such Net Sale Proceeds shall be used to purchase Property (other than inventory and working capital) used or to be used in the businesses permitted pursuant to Section 9.06 within 180 days following the date of such Asset Sale, and provided, further, that if all or any portion of such Net Sale Proceeds not required to be so applied as provided above in this Section 3.04(b)(ii) are not so reinvested within such 180-day period (or such earlier date, if any, as the Borrower or relevant Subsidiary determines not to reinvest the Net Sale Proceeds from such Asset Sale as set forth above), such remaining portion shall be applied on the last day of such period (or such earlier date, as the case may be) as provided above in this Section 3.04(b)(ii) without regard to the preceding proviso. (iii) Except to the extent Borrowers deliver required to Agent be applied as a certificate stating prepayment of the Term Loan Facility in accordance with the Term Loan Agreement, on each date on or after the Effective Date upon which the Borrower or any Subsidiary receives any cash proceeds from any Recovery Event, an amount equal to 100% of the Net Cash Proceeds from such Recovery Event shall be applied on such date as a mandatory repayment in accordance with the requirements of Section 3.04(b)(iv); provided, however, that Obligors intend to use so long as no Event of Default then exists, such Net Cash Proceeds shall not be required to acquire assets be so applied on such date to the extent that are such Net Cash Proceeds shall be used to replace or useful restore any Property in the business respect of Obligors which such Net Cash Proceeds were paid within 180 days following the date of the receipt of such Net Cash Proceeds, it being expressly agreed and provided, further, that if all or any portion of such Net Cash Proceeds are not so reinvested used within 180 days after the date of the receipt of such Net Cash Proceeds (or such earlier date, if any, as the Borrower or relevant Subsidiary determines not to reinvest the Net Cash Proceeds relating to such Recovery Event as set forth above), such remaining portion shall be immediately applied to prepay on the Loans upon the expiration last day of such 180 day periodperiod (or such earlier date, as the case may be) as provided above in this Section 3.04(b)(iii) without regard to the proviso or the immediately preceding proviso. (civ) Concurrently Each prepayment of Borrowings pursuant to this Section 3.04(b) shall be applied ratably to the Loans included in the prepaid Borrowings. Each prepayment pursuant to Section 3.04(b)(i) shall be applied to any outstanding Borrowings and the LC Exposure as described in Section 3.04(b)(i). Prepayments pursuant to Section 3.04(b) shall be accompanied by accrued interest to the extent required by Section 3.02. Each prepayment of Borrowings pursuant to Section 3.04(b) shall be applied, first, ratably to any ABR Borrowings of 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 receipt Eurodollar Borrowing with the least number of any proceeds days remaining in the Interest Period applicable thereto and ending with the Eurodollar Borrowing with the most number of insurance or condemnation or expropriation awards paid days remaining in respect the Interest Period applicable thereto. (v) If the Borrower is required to make a mandatory prepayment of any Other CollateralEurodollar Borrowings under this Section 3.04, Borrowers the Borrower shall prepay Term Loans have the right, in lieu of making such prepayment in full, to deposit an amount equal to such proceeds, subject mandatory prepayment with the Administrative Agent in a cash collateral account maintained (pursuant to Section 8.6.2. (d) Concurrently with any incurrence of Debt by an Obligor (other than Debt permitted under Section 10.2.1), Borrower shall prepay Term Loans in an amount equal documentation reasonably satisfactory to the net proceeds Administrative Agent) by and in the sole dominion and control of the Administrative Agent. Any amounts so deposited shall be held by the Administrative Agent as collateral for the prepayment of such incurrence Eurodollar Rate Loans and shall be applied to the prepayment of Debtthe applicable Eurodollar Rate Loans at the end of the current Interest Periods applicable thereto. At the request of the Borrower, amounts so deposited shall be invested by the Administrative Agent in Cash Equivalents maturing prior to the date or dates on which it is anticipated that such amounts will be applied to prepay such Eurodollar Rate Loans; any interest earned on such Cash Equivalents will be for the account of the Borrower and the Borrower will deposit with the Administrative Agent the amount of any loss on any such Cash Equivalents to the extent necessary in order that the amount of the prepayment to be made with the deposited amounts may not be reduced. (e) On the Revolver Termination Date, Borrowers shall prepay all Term Loans (unless sooner repaid hereunder).

Mandatory Prepayments. (a) If at Unless the Required Prepayment Lenders shall otherwise agree, if any timeIndebtedness (excluding any Indebtedness incurred in accordance with Section 7.2) shall be incurred by the Borrower or any Domestic Subsidiary that is a Restricted Subsidiary, an amount equal to 100% of the aggregate outstanding principal amount Net Cash Proceeds thereof shall be applied on the date of receipt of such Net Cash Proceeds toward the prepayment of the Term Loans exceeds the Term Loan Maximum Amount at such time, Borrowers shall, on the sooner of Agent’s demand or the first Business Day after any Borrower has knowledge thereof, repay the outstanding Term Loans as set forth in an amount sufficient to cause the aggregate outstanding principal amount of the Term Loans to be less than or equal to the Term Loan Maximum Amount then in effectSection 2.12(d). (b) Concurrently with Unless the Required Prepayment Lenders shall otherwise agree, if on any Permitted date the Borrower or any Domestic Subsidiary that is a Restricted Subsidiary shall for its own account receive Net Cash Proceeds from any Asset Disposition 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 Other Collateral, Borrowers shall prepay the Term Loans as set forth in Section 2.12(d); provided that notwithstanding the foregoing, (i) the Borrower shall not be required to prepay the Term Loans pursuant to this paragraph (b) in excess of the amount such that the Total Senior Secured Leverage Ratio immediately after such prepayment would be equal to or less than the Total Senior Secured Leverage Ratio immediately prior to effecting such Asset Sale (the amount of Net Cash Proceeds not required to prepay the Term Loans as a result of this provision is herein referred to as “Excess Sale Proceeds”), (ii) during any fiscal year, the Borrower shall not be permitted to deliver a Reinvestment Notice in respect of such Net Cash Proceeds to the extent that after giving effect to such Asset Sale or Recovery Event, such Net Cash Proceeds, together with all other Net Cash Proceeds of all such Asset Sales and Recovery Events received in such fiscal year, would exceed 5% of Consolidated Total Assets, (iii) on each Reinvestment Prepayment Date, the Term Loans shall be prepaid as set forth in Section 2.12(d) by an amount equal to the Net Proceeds of Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event and (iv) on the date (the “Trigger Date”) that is one year after any such disposition; providedReinvestment Prepayment Date, that, so long the Term Loans shall be prepaid as no Default or Event of Default has occurred and is continuing, Net Proceeds from any single such Asset Disposition set forth in Section 2.12(d) by an amount not in excess of $2,000,000 shall not be required to be so applied equal to the extent Borrowers deliver portion of any Committed Reinvestment Amount with respect to Agent a certificate stating that Obligors intend to use the relevant Reinvestment Event not actually expended by such Net Proceeds to acquire assets that are used or useful in the business of Obligors within 180 days of the receipt of such Net Proceeds, it being expressly agreed that all such Net Proceeds not so reinvested shall be immediately applied to prepay the Loans upon the expiration of such 180 day periodTrigger Date. (c) Concurrently Unless the Required Prepayment Lenders shall otherwise agree, if, for any fiscal year of the Borrower commencing with the receipt of any proceeds of insurance or condemnation or expropriation awards paid in respect of any Other Collateralfiscal year ending December 31, Borrowers 2008, there shall prepay Term Loans in be Excess Cash Flow, the Borrower shall, on the relevant Excess Cash Flow Application Date, apply an amount equal to (i) the Excess Cash Flow Percentage of such proceedsExcess Cash Flow minus (ii) the aggregate amount of all prepayments of Revolving Loans and Swingline Loans during such fiscal year to the extent accompanied by permanent optional reductions of the Revolving Commitments and all optional prepayments of the Term Loans during such fiscal year, subject in each case other than to the extent any such prepayment is funded with the proceeds of new long-term Indebtedness, toward the prepayment of the Term Loans as set forth in Section 8.6.22.12(d). Each such prepayment shall be made on a date (an “Excess Cash Flow Application Date”) no later than ten days after the date on which the financial statements 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 Administrative Agent. Notwithstanding the foregoing, all mandatory prepayments pursuant to this Section 2.12(c) shall be limited to the extent that the Borrower reasonably determines that such mandatory prepayments would result in adverse tax consequences related to the repatriation of funds in connection therewith by Foreign Subsidiaries of the Borrower; provided that any amount so excluded from any such mandatory prepayment pursuant to the operation of this sentence shall not increase the Available Amount pursuant to clause (a)(i) of the definition thereof. (d) Concurrently Amounts to be applied in connection with any incurrence prepayments pursuant to Section 2.12 shall be applied to the prepayment of Debt by an Obligor (other than Debt permitted under Section 10.2.1), Borrower shall prepay the Term Loans in accordance with Section 2.18(b) until paid in full. The application of any prepayment pursuant to Section 2.12 shall be made, first, to Base Rate Loans and, second, to LIBO Rate Loans. Each prepayment of the Term Loans under Section 2.12 shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid. (e) Notwithstanding anything to the contrary in Section 2.12(d) or 2.18, with respect to the amount of any mandatory prepayment described in Section 2.12(a) through (c) above (which, for the avoidance of doubt, includes prepayments of any New Term Loans) (such amounts, the “Prepayment Amount”), at any time when Term Loans remain outstanding, the Borrower will, in lieu of applying such amount to the prepayment of Term Loans as provided in paragraph (d) above, on the date specified in Section 2.12 for such prepayment, give the Administrative Agent telephonic notice (promptly confirmed in writing) requesting that the Administrative Agent prepare and provide to each Term Lender (which, for the avoidance of doubt, includes any Lender holding a New Term Loan) a notice (each, a “Prepayment Option Notice”) as described below. As promptly as practicable after receiving such notice from the Borrower, the Administrative Agent will send to each Term Lender a Prepayment Option Notice, which shall be in the form of Exhibit J (or such other form approved by the Administrative Agent), and shall include an offer by the Borrower to prepay on the date (each a “Mandatory Prepayment Date”) that is ten Business Days after the date of the Prepayment Option Notice, the relevant Term Loans of such Lender by an amount equal to the net proceeds portion of the Prepayment Amount indicated in such incurrence of Debt. (e) Lender’s Prepayment Option Notice as being applicable to such Lender’s Term Loans. On the Revolver Termination Mandatory Prepayment Date, Borrowers the Borrower shall pay to the relevant Term Lenders the aggregate amount necessary to prepay all that portion of the outstanding relevant Term Loans in respect of which such Lenders have accepted (unless sooner repaid hereunder)it being understood that any Lender’s failure to object prior to the relevant Mandatory Prepayment Date shall be deemed as an acceptance by such Lender of the offer to prepay contained in such Prepayment Option Notice and the amount to be prepaid in respect of Term Loans held by such Lender) prepayment as described above; provided that, following such offer and application, any amount remaining unapplied shall be returned to the Borrower.

Mandatory Prepayments. (a) If Indebtedness is incurred by any Group Member (other than Indebtedness permitted under Section 6.2), then on 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 2.14(e). The provisions of this Section 2.14 do not constitute a consent to the incurrence of any Indebtedness by any Group Member. (b) If on any date any Group Member shall receive Net Cash Proceeds from any Asset Sales or Recovery Events (to the extent such Asset Sales or Recovery Events result in Net Cash Proceeds in excess of $15.0 million in the aggregate in any fiscal year (with only the amount in excess of such annual threshold required to be applied to such prepayment)) in a single transaction or a series of related transactions, then, unless a Reinvestment Notice shall be delivered in respect thereof (other than with respect to any Specified Sale and Leaseback Transaction, in respect of which no Reinvestment Notice shall be permitted) and no later than five Business Days (or, if an Event of Default has occurred and is continuing, two Business Days) after the date of receipt by any Group Member of such Net Cash Proceeds, an amount equal to 100% of the amount of such Net Cash Proceeds shall be applied to the prepayment of the Term Loans (together with accrued and unpaid interest thereon) as set forth in Section 2.14(e) (any such amounts not required to prepay the Term Loans as a result of application of this clause, the “Retained Asset Sale Proceeds”, which shall not, however, include any proceeds incurred in connection with Sale and Leaseback Transactions permitted pursuant to Section 6.10); provided, that (i) notwithstanding the foregoing, on each Reinvestment Prepayment Date an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied to the prepayment of the Term Loans (together with accrued interest thereon), (ii) the provisions of this Section 2.14 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 timesuch prepayment would be required, the Term Loan Borrower is required to, or required to offer to, repurchase or redeem or repay or prepay any other Indebtedness secured on a pari passu basis with the Obligations (other than the Revolving Credit Loans) pursuant to the terms of the documentation governing such Indebtedness with proceeds of such Asset Sale or Recovery Event (such Indebtedness required to be offered to be so repurchased, “Other Applicable Indebtedness”), then the Term Loan 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 exceeds the Term Loan Maximum Amount and Other Applicable Indebtedness at such time; provided, Borrowers shallfurther, on that the sooner portion of Agent’s demand or such net proceeds allocated to the first Business Day after any Borrower has knowledge 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, repay and the outstanding remaining amount, if any, of such net proceeds shall be allocated to the Term Loans in an amount sufficient accordance with the terms hereof) to cause the aggregate outstanding principal amount 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 2.14(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 five 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 less than so applied if such Other Applicable Indebtedness was not then outstanding). Notwithstanding the foregoing, with respect to any Foreign Asset Sale or equal to Foreign Recovery Event, the Term Loan Maximum Amount then Borrower may elect to reduce the amount of such prepayment by the amount of any Restricted Asset Sale Proceeds or Restricted Recovery Event Proceeds, as the case may be, included in effectsuch Net Cash Proceeds; provided, that the Term Loan Borrower shall use its commercially reasonable efforts such that the distribution of any amounts constituting Restricted Asset Sale Proceeds or Restricted Recovery Event Proceeds solely pursuant to clause (a) of the respective definition thereof (if such amounts were distributed), or the inclusion of any amounts constituting Restricted Asset Sale Proceeds or Restricted Recovery Event Proceeds solely pursuant to clause (a) of the respective definition thereof in Net Cash Proceeds for purposes of calculating any repayment obligation pursuant to this paragraph, as applicable, would not result in adverse tax consequences of more than a de minimis amount to Parent and its Subsidiaries (as reasonably determined by Parent), such that such amounts would not constitute Restricted Asset Sale Proceeds or Restricted Recovery Event Proceeds, as the case may be, as promptly as practicable following the date of such prepayment. For the avoidance of doubt, in no event shall the Term Loan Borrower be required to repatriate cash at Foreign Subsidiaries. (bc) Concurrently If, for any Excess Cash Flow Period, there shall be Excess Cash Flow, then, on the relevant Excess Cash Flow Application Date, the Term Loan 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 B Loans, as set forth in Section 2.14(e). Each such prepayment shall be made on a date (an “Excess Cash Flow Application Date”) no later than five Business Days after the earlier of (x) the date on which the financial statements of Parent referred to in Section 5.1(a), for the fiscal year with any Permitted Asset Disposition respect to which such prepayment is to be made, are required to be delivered to the Lenders and (y) the date such financial statements are actually delivered. Notwithstanding the foregoing, the Term Loan Borrower may elect to reduce the amount of Other Collateral, Borrowers shall prepay Term Loans in such prepayment by an amount equal to the Net Proceeds ECF Percentage of Restricted ECF, if any, for such dispositionExcess Cash Flow; provided, thatthat the Term Loan Borrower shall use its commercially reasonable efforts such that the distribution of such applicable percentage of amounts constituting Restricted ECF solely pursuant to clause (a) of the definition thereof (if such amounts were distributed), so long or the inclusion of such applicable percentage of amounts constituting Restricted ECF solely pursuant to clause (a) of the definition thereof in Excess Cash Flow for purposes of calculating any repayment obligation pursuant to this paragraph, would not result in adverse tax consequences (as reasonably determined by Parent), such that such amounts would not constitute Restricted ECF, as promptly as practicable following the Excess Cash Flow Application Date (and at such time (if applicable), shall prepay the Term B Loans by the amount thereof in accordance with this Section 2.14(c)). For the avoidance of doubt, in no Default event shall the Term Loan Borrowers be required to repatriate cash at foreign subsidiaries. (d) (i) The Net Cash Proceeds of any Replacement Term Loans or any Permitted Term Loan Refinancing Indebtedness of Term A Loans (that is incurred to refinance Term A Loans) shall be used on a dollar-for-dollar basis for the repayment of Term A Loans to be repaid from such Net Cash Proceeds on the date such Net Cash Proceeds are received and (ii) the Net Cash Proceeds of any Replacement Term Loans or any Permitted Term Loan Refinancing Indebtedness of Term B Loans (that is incurred to refinance Term B Loans) shall be used on a dollar-for-dollar basis for the repayment of Term B 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 scheduled amortization installments of the Term Loans of such Class in the order specified in Section 2.12(b)(ii). (e) Amounts to be applied pursuant to this Section 2.14 shall be applied first to reduce outstanding ABR Loans of the applicable Class. Any amounts remaining after each such application shall be applied to prepay Eurodollar Loans of such Class; provided, however, that if any Lenders exercise the right to waive a given mandatory prepayment of any Class of Term Loans pursuant to Section 2.14(f) then such mandatory prepayment shall be applied on a pro rata basis to the then outstanding Term Loans of the accepting Lenders of such Class being prepaid irrespective of whether such outstanding Term Loans are ABR Loans or Eurodollar Loans; provided, further, that the Borrowers may elect (except in the case of a prepayment pursuant to Section 2.14(d)) that the remainder of such prepayments not applied to prepay ABR Loans be deposited in a collateral account pledged to the applicable Administrative Agent to secure the Obligations 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 Agreement to the Eurodollar Loan in respect of which such deposit was made, until such amounts are applied to prepay such Eurodollar Loan, and (B) (x) at any time while a Specified Event of Default has occurred and is continuing, Net Proceeds the applicable Administrative Agent may, and (y) at any time while an Event of Default has occurred and is continuing, upon written direction from the Required Lenders, the applicable Administrative Agent shall, apply any single or all of such Asset Disposition in an amount not in excess amounts to the payment of $2,000,000 shall not be required Eurodollar Loans. (f) Any mandatory prepayment of (x) the Term Loans to be so made pursuant to Section 2.14(b) shall be applied pro rata to the Term Loans under the Term Loan Facilities then outstanding based on the aggregate principal amounts of outstanding Term Loans of each Class under the Term Loan Facilities; provided that to the extent Borrowers deliver to Agent a certificate stating that Obligors intend to use such Net Proceeds to acquire assets that are used or useful provided in the business relevant Incremental Facility Amendment or Extension Amendment, any Class of Obligors within 180 days Incremental Term A Loans, Incremental Term B Loans or Extended Term Loans under the Term Loan A Facility or the Term Loan B Facility may be paid on a pro rata basis or less than pro rata basis with any other Class of Term Loans under the Term Facilities and (y) Term B Loans to be made pursuant to Section 2.14(c) shall be applied pro rata to the Term B Loans then outstanding based on the aggregate principal amounts of outstanding Term B Loans; provided that to the extent provided in the relevant Incremental Facility Amendment or Extension Amendment, any Incremental Term B Loans or Extended Term Loans under the Term Loan B Facility may be paid on a pro rata basis or less than pro rata basis with the Term Loan B Facility. (g) Notwithstanding anything in this Section 2.14 to the contrary: (i) any Term Loan A Lender (and, to the extent provided in the applicable Permitted Amendment, any other Term Loan A Lender) may elect, by notice to the Term Loan A Agent by telephone (confirmed by hand delivery, facsimile or, in accordance with the second paragraph of Section 9.1, e-mail) at least one Business Day prior to the required prepayment date, to decline all of any mandatory prepayment of its Term A Loans pursuant to clauses (b) of this Section 2.14, in which case the aggregate amount of the receipt of such Net Proceeds, it being expressly agreed prepayment that all such Net Proceeds not so reinvested shall be immediately would have been applied to prepay Term A Loans but was so declined may be retained by the Group Members (such declined amounts to the extent retained by the Group Members, the “Declined Term Loan A Proceeds”); and (ii) any Term Loan B Lender (and, to the extent provided in the applicable Permitted Amendment, any other Term Loan B Lender) may elect, by notice to the Term Loan B Agent by telephone (confirmed by hand delivery, facsimile or, in accordance with the second paragraph of Section 9.1, e-mail) at least one Business Day prior to the required prepayment date, to decline all of any mandatory prepayment of its Term B Loans upon pursuant to clauses (b) and (c) of this Section 2.14, in which case the expiration aggregate amount of the prepayment that would have been applied to prepay Term B Loans but was so declined may be retained by the Group Members (such 180 day perioddeclined amounts to the extent retained by the Group Members, the “Declined Term Loan B Proceeds”). (ch) Concurrently with If for any reason, the receipt of Total Revolving Credit Exposure exceeds the total Revolving Credit Commitments then in effect (including after giving effect to any proceeds of insurance or condemnation or expropriation awards paid reduction in respect of any Other Collateralthe Revolving Credit Commitments pursuant to Section 2.10), the Revolver Borrowers shall immediately prepay Term Revolving Credit Loans and/or cash collateralize the Letters of Credit (in accordance with Section 2.7(j)) in an aggregate amount equal to such proceeds, subject to Section 8.6.2excess. (d) Concurrently with any incurrence of Debt by an Obligor (other than Debt permitted under Section 10.2.1), Borrower shall prepay Term Loans in an amount equal to the net proceeds of such incurrence of Debt. (e) On the Revolver Termination Date, Borrowers shall prepay all Term Loans (unless sooner repaid hereunder).

Mandatory Prepayments. (ai) If at If, after giving effect to any timetermination or reduction of the Commitments 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 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 2.07(j). (ii) The Borrower shall prepay the outstanding principal amount of Loans in amounts equal to one hundred percent (100%) of the Term Loans exceeds the Term Loan Maximum Amount at such time, Borrowers shall, on the sooner of Agent’s demand or the first aggregate Net Proceeds from any Asset Disposition. Such prepayments shall be made within one (1) Business Day after any Borrower has knowledge thereof, repay the outstanding Term Loans in an amount sufficient to cause the aggregate outstanding principal amount date of the Term Loans to be less than or equal to the Term Loan Maximum Amount then in effect. (b) Concurrently with any Permitted Asset Disposition receipt of Other Collateral, Borrowers shall prepay Term Loans in an amount equal to the Net Proceeds of any such dispositionAsset Disposition by such Credit Party; provided, that, provided that so long as no Default or Event of Default has occurred and is continuing, no prepayments of aggregate Net Proceeds from any single such Asset Disposition in an amount not in excess of $2,000,000 Dispositions shall not be required to be so applied hereunder to the extent Borrowers deliver to Agent a certificate stating that Obligors intend to use such Net Proceeds to acquire assets that are used or to (A) acquire other assets useful in the ordinary course of the business of Obligors the Credit Parties, (B) fund Expansion Capital Expenditures, or (C) make Permitted Acquisitions, in each case, within 180 three hundred sixty (360) days of the after receipt of such Net ProceedsProceeds by the Credit Parties, it being expressly or such longer period of time as may be agreed to by Majority Lenders; provided, however, that all such any portion of the Net Proceeds not so actually reinvested within the applicable time period shall be immediately applied to prepay the Loans upon the expiration of such 180 day periodprepaid in accordance with this Section 3.04(c). (ciii) Concurrently with the receipt of any proceeds of insurance or condemnation or expropriation awards paid in respect of any Other Collateral, Borrowers [Reserved]. (iv) The Borrower shall prepay Term the outstanding principal amount of Loans in an amount equal to one hundred percent (100%) of the aggregate Net Proceeds from any Insurance and Condemnation Event received by any Credit Party. Such prepayments shall be made within one (1) Business Day after the date of receipt of Net Proceeds of any such proceedsInsurance and Condemnation Event by such Credit Party; provided that, subject so long as no Event of Default has occurred and is continuing, no prepayments of aggregate Net Proceeds from Insurance and Condemnation Events shall be required hereunder to the extent such Net Proceeds are used to (A) acquire other assets useful in the ordinary course of the business of the Credit Parties, (B) fund Expansion Capital Expenditures, or (C) make Permitted Acquisitions, in each case, within three hundred sixty (360) days after receipt of such Net Proceeds by the Credit Parties, or such longer period of time as may be agreed to by Majority Lenders; provided, however, that any portion of the Net Proceeds not actually reinvested within the applicable time period shall be prepaid in accordance with this Section 8.6.23.04(c). (dv) Concurrently with any incurrence of Debt by an Obligor (other than Debt permitted A mandatory prepayment under this Section 10.2.1), Borrower 3.04(c) shall prepay Term Loans in an amount equal to not reduce the net proceeds of such incurrence of Debtaggregate Commitments. (e) On the Revolver Termination Date, Borrowers shall prepay all Term Loans (unless sooner repaid hereunder).

Mandatory Prepayments. (ai) In the event of the termination of all the Revolving Commitments, the Borrowers, jointly and severally, shall, on the date of such termination, repay or prepay all outstanding Revolving Loans and Swingline Loans and either (A) replace all outstanding Letters of Credit or (B) Cash Collateralize all outstanding Letters of Credit in accordance with the procedures set forth in Section 2.17(i). (ii) In the event of any partial reduction of the Revolving Commitments by the Borrowers, then (x) at or prior to the effective date of such reduction, the Agent shall notify the Administrative Borrower and the Lenders of the Total Revolving Exposure after giving effect thereto and (y) if the Total Revolving Exposures would exceed the aggregate amount of Revolving Commitments after giving effect to such reduction, then the Borrowers, jointly and severally, shall, on the date of such reduction, first, repay or prepay Swingline Loans, second, repay or prepay Revolving Loans and third, replace outstanding Letters of Credit or Cash Collateralize outstanding Letters of Credit in accordance with the procedures set forth in Section 2.17(i) in an aggregate amount sufficient to eliminate such excess. (iii) If at any time, time the aggregate outstanding principal amount of the Term Loans Total Revolving Exposure exceeds the Term Loan Maximum Amount Total Availability at such time, Borrowers the Borrowers, jointly and severally, shall, on the sooner of Agent’s demand without notice or the first Business Day after any Borrower has knowledge thereofdemand, promptly first, repay or prepay Swingline Loans, second, repay or prepay Revolving Loans, and third, replace outstanding Letters of Credit or Cash Collateralize outstanding Letters of Credit in accordance with the outstanding Term Loans procedures set forth in Section 2.17(i) in an aggregate amount sufficient to cause eliminate such excess; except, that, if the Total Revolving Exposure exceeds the Total Availability as a direct result of the establishment or increase of a Reserve and not as a result of any other factor, such excess shall be repaid within five (5) Business Days from the date such excess first exists. (iv) In the event that the aggregate outstanding principal amount of LC Exposure exceeds the Term Loans to be less than or equal to the Term Loan Maximum Amount LC Commitment then in effect, the Borrowers, jointly and severally, shall, without notice or demand, promptly replace outstanding Letters of Credit or Cash Collateralize outstanding Letters of Credit in accordance with the procedures set forth in Section 2.17 in an aggregate amount sufficient to eliminate such excess. (bv) Concurrently Not later than one Business Day following the receipt of any Net Cash Proceeds of any Asset Sale by any Company (other than any Foreign Subsidiary) that occurs during a Cash Dominion Period, the Administrative Borrower shall apply one hundred (100%) percent of such Net Cash Proceeds to make prepayments in accordance with Section 2.09(d). (vi) Not later than one Business Day following the receipt of any Permitted Asset Disposition of Other CollateralNet Cash Proceeds from a Casualty Event by any Company (other than any Foreign Subsidiary), Borrowers the Administrative Borrower shall prepay Term Loans in apply an amount equal to the Net Proceeds one hundred (100%) percent of such disposition; providedNet Cash Proceeds to make prepayments in accordance with Section 2.09(d). (vii) If, thatas of the end of any Business Day when any Revolving Loans are outstanding, so long as no Default Borrowers have cash or Event of Default has occurred Cash Equivalents (less any outstanding or uncleared checks and is continuing, Net Proceeds from any single such Asset Disposition in an amount not electronic funds transfers) in excess of $2,000,000 shall not be required to be so applied to the extent Borrowers deliver to Agent a certificate stating that Obligors intend to use such Net Proceeds to acquire assets that are used 15,000,000 (excluding any cash or useful Cash Equivalents in the business of Obligors within 180 days Deposit Accounts described in clauses (a) and (b) of the receipt definition of such Net Proceeds“Excluded Deposit Account”), it being expressly agreed that all such Net Proceeds not so reinvested shall be immediately applied to prepay the Loans upon Administrative Borrower shall, by the expiration end of such 180 day period. (c) Concurrently with the receipt of any proceeds of insurance or condemnation or expropriation awards paid in respect of any Other Collateralnext Business Day, Borrowers shall prepay Term Loans in apply an amount equal to such proceeds, subject to Section 8.6.2. one hundred percent (d100%) Concurrently with any incurrence of Debt by an Obligor (other than Debt permitted under Section 10.2.1), Borrower shall prepay Term Loans in an amount equal to the net proceeds of such incurrence of Debt. (e) On the Revolver Termination Date, Borrowers shall prepay all Term Loans (unless sooner repaid hereunderexcess to make prepayments in accordance with Section 2.09(d).

Mandatory Prepayments. (ai) If at the Borrower or any timeGuarantor Transfers Oil and Gas Properties (or any Equity Interests in any Guarantor owning such Oil and Gas Properties) or terminates any Swap Agreement, then the aggregate outstanding principal amount of Borrower shall either prepay the Term Loans exceeds the Term Loan Maximum Amount at such time, Borrowers shall, together with interest on the sooner of Agent’s demand or the first Business Day after any Borrower has knowledge thereofamount so prepaid, repay the outstanding Term Loans in an amount sufficient to cause the aggregate outstanding principal amount of the Term Loans to be less than or equal to the Term Loan Maximum Amount then in effect. (b) Concurrently with any Permitted Asset Disposition of Other Collateral, Borrowers shall prepay Term Loans in an amount equal to 100% of the Net Cash Proceeds of all such Transfers and terminations of Swap Agreements or notify the Administrative Agent that it intends to reinvests such Net Cash Proceeds, each within five (5) Business Days after such Transfer; provided that if the Borrower notifies the Administrative Agent that it plans to reinvest such Net Cash Proceeds in the acquisition or development of Oil and Gas Properties, then it shall do so within ninety (90) days after the date of such Transfer (which 90 day period may be extended by an additional 90 days if the Borrower has entered within such 90 day period into a letter of intent or other binding agreement to acquire additional Oil and Gas Properties); provided further, that (I) such reinvestments do not exceed $20,000,000 in the aggregate during the term of this Agreement and (II) the PDP Coverage Ratio giving pro forma effect to such Transfer and reinvestment exceeds 1.85; if the Borrower fails to make such reinvestment in such period, it shall prepay the Loans together with interest on the amount so prepaid, in amount equal to 100% of such Net Cash Proceeds within five (5) Business Days after the expiration of such period. This Section 3.04(b)(i) shall not apply to Transfers permitted pursuant to Section 9.12(m). (ii) If the Borrower or any Guarantor issues any Debt for borrowed money not permitted hereunder then the Borrower shall (A) prepay the Loans in amount equal to 100% of the Net Cash Proceeds of such dispositionissuance within five (5) Business Days after such issuance and (B) if any excess remains after prepaying all of the Loans as a result of an LC Exposure, Cash Collateralize such excess as provided in Section 2.06(j). (iii) If the Borrower issues any Equity Interests (other than in connection with stock option plans or other benefit plans for management or employees of the Borrower and its Subsidiaries or in connection with a Debt Equitization Event or to Redeem Series A Preferred Stock in compliance with Section 9.04(a) or Second Lien Notes or Unsecured Senior Notes in compliance with Section 9.04(b)(i)), the Borrower shall either prepay the Loans together with interest on the amount so prepaid, in amount equal to 100% of the Net Cash Proceeds of such issuance or notify the Administrative Agent that it intends to reinvests such Net Cash Proceeds, each within five (5) Business Days after such issuance; providedprovided that: (A) the Borrower shall not be required to make such prepayment if: (1) such issuance is in connection with a Debt for Equity Interest exchange; or (2) such issuance is after a Debt Equitization Event, that, so long as no Default or Event of Default exists or would occur as a result thereof, the PDP Coverage Ratio after giving pro forma effect to such issuance and any related prepayments of Debt exceeds 1.85, and such proceeds are used within 90 days after such issuance to acquire or develop Oil and Gas Properties; provided if the Borrower has occurred within such 90 day period entered into a letter of intent or other binding agreement to acquire additional Oil and is continuingGas Properties, such period shall be extended for an additional 90 days; (B) if the Borrower fails to acquire or develop Oil and Gas Properties within the period set forth in Section 3.04(b)(iii)(A)(2), it shall prepay the Loans together with interest on the amount so prepaid, in amount equal to 100% of such Net Cash Proceeds from within five (5) Business Days after the expiration of such period. (iv) If the Borrower or any single such Asset Disposition Guarantor receives a tax refund, insurance proceeds or other recoveries for a Casualty Event, in an amount not each case, in excess of $2,000,000 1,000,000 per event, but not more than $5,000,000 in the aggregate for any fiscal year (collectively “Recoveries”), then the Borrower shall not be required either prepay the Loans together with interest on the amount so prepaid, in amount equal to be so applied 100% of such excess recoveries or notify the Administrative Agent that it intends to invest such Recoveries, each within five (5) Business Days after such issuance; provided that: (A) if the extent Borrowers deliver Borrower notifies the Administrative Agent it intends to Agent invest such Recoveries, it may invest such Recoveries in assets useful in its business as in effect on the Effective Date if such investment is made within 90 days after its receipt of such Recoveries; provided if the Borrower has within such 90 day period entered into a certificate stating that Obligors intend to use such Net Proceeds letter of intent or other binding agreement to acquire assets that are used or useful in its business such period shall be extended for an additional 90 days; (B) if the business of Obligors Borrower fails to invest such Recoveries within 180 days of the receipt of such Net Proceedsperiod set forth in Section 3.04(b)(iv)(A), it being expressly agreed that all such Net Proceeds not so reinvested shall be immediately applied to prepay the Loans upon together with interest on the amount so prepaid, in amount equal to 100% of such Recoveries within five (5) Business Days after the expiration of such 180 day period. (cv) Concurrently with the receipt All mandatory payments made pursuant to this Section 3.04(b), or any refinancing, substitution or replacement of any proceeds Loans (including pursuant to any amendment or waiver of insurance or condemnation or expropriation awards paid in this Agreement) that effectuates a mandatory payment pursuant to this Section 3.04(b), shall be accompanied by accrued interest on the Loans at such time and, other than with respect of any Other Collateral, Borrowers shall prepay Term Loans in an amount equal to such proceeds, subject those made pursuant to Section 8.6.23.04(b)(iv) and to the extent applicable, the Yield Maintenance Amount and the Call Protection Amount, all of which amounts shall be due and payable on the date of the effectiveness of such payment, refinancing, substitution or replacement. (For the avoidance of doubt, the terms of this Section 3.04(b) shall apply to any payments made prior to the Maturity Date, irrespective of whether the Loans have been accelerated pursuant to Section 10.02(a) prior to the date of such payment). (dvi) Concurrently with any incurrence of Debt by an Obligor (other than Debt permitted under Section 10.2.1), The Borrower shall prepay Term Loans have notified the Administrative Agent in an writing (which may be by e-mail) of any mandatory prepayment or of its decision to reinvest any Net Cash Proceeds or Recoveries hereunder not later than 10:00 a.m., New York City time, one Business Day before the date a prepayment would be required. Each notice of prepayment or reinvestment shall specify the prepayment date, the principal amount equal of each Loan (or portion thereof) to be prepaid or the net proceeds amount to be reinvested, as applicable, and the Section, subsection or clause of this Agreement pursuant to which such incurrence of Debtprepayment or reinvestment, as applicable, is being made. (e) On the Revolver Termination Date, Borrowers shall prepay all Term Loans (unless sooner repaid hereunder).

Mandatory Prepayments. (a) If at Following the Closing Date, immediately upon receipt by the Borrower of proceeds of any timedividend or distribution (or if any such proceeds are received by the Borrower in the period after the Completion Date and on or before the Closing Date, immediately after the Closing Date), the aggregate outstanding principal amount of the Term Loans exceeds the Term Loan Maximum Amount at such time, Borrowers shall, on the sooner of Agent’s demand or the first Business Day after any Borrower has knowledge thereof, repay the outstanding Term Loans in an amount sufficient to cause the aggregate outstanding principal amount of the Term Loans to be less than or equal to the Term Loan Maximum Amount then in effect. (b) Concurrently with any Permitted Asset Disposition of Other Collateral, Borrowers shall prepay the Term Loans in an amount equal to the Net Proceeds of such disposition; provided, that, so long as no Default or Event of Default has occurred and is continuing, Net Proceeds from any single such Asset Disposition in an amount not in excess of $2,000,000 shall not be required to be so applied to the extent Borrowers deliver to Agent a certificate stating that Obligors intend to use such Net Proceeds to acquire assets that are used or useful in the business of Obligors within 180 days of the receipt of such Net Proceeds, it being expressly agreed that all such Net Proceeds not so reinvested proceeds. Any such prepayment shall be applied in accordance with paragraph (c) immediately applied to prepay the Loans upon the expiration of such 180 day periodbelow. (cb) Concurrently with Following the Closing Date, if the Borrower or any of its Subsidiaries incur or issue, as applicable: (i) any Indebtedness for borrowed money, or (ii) equity securities, then immediately following the date of receipt of the proceeds thereof (or if any such proceeds of insurance are received by the Borrower after the Completion Date and on or condemnation or expropriation awards paid in respect of any Other Collateralbefore the Closing Date, Borrowers immediately after the Closing Date), the Borrower shall prepay the Term Loans in an amount equal to all such proceedsproceeds received therefrom, subject in each case, net of underwriting discounts and commissions and other reasonable out-of-pocket costs paid to Section 8.6.2non-Affiliates in connection therewith. Any such prepayment shall be applied in accordance with paragraph (c) immediately below. (dc) Concurrently with Any prepayments made by the Borrower pursuant to clauses (a) or (b) of this Section 2.8 shall be applied by the Administrative Agent as follows: first, to Administrative Agent’s fees and reimbursable expenses then due and payable pursuant to any incurrence of Debt by an Obligor (the Loan Documents; second, to all other than Debt permitted under Section 10.2.1)fees and reimbursable expenses of the Lenders then due and payable pursuant to any of the Loan Documents, Borrower shall prepay pro rata to the Lenders based on their respective Pro Rata Shares of such fees and expenses; third to interest then due and payable on the Term Loans in an amount equal made to the net proceeds Borrower, pro rata to the Lenders based on their respective Term Loan Commitments; and fourth, to the principal balance of such incurrence of Debtthe Term Loans, until the same shall have been paid in full, pro rata to the Lenders based on their respective Term Loan Commitments. (e) On the Revolver Termination Date, Borrowers shall prepay all Term Loans (unless sooner repaid hereunder).

Mandatory Prepayments. (a1) If at any time, The Borrower shall prepay Swingline Loans and Revolving Loans to the extent necessary so that the aggregate outstanding principal amount of the Term Swingline Loans, Revolving Loans exceeds the Term Loan Maximum Amount and Letter of Credit Liabilities outstanding at such time, Borrowers shall, on the sooner of Agent’s demand or the first Business Day after any Borrower has knowledge thereof, repay the outstanding Term Loans in an amount sufficient to cause the aggregate outstanding principal amount of the Term Loans to be less than or equal to the Term Loan Maximum Amount then in effect. (b) Concurrently with any Permitted Asset Disposition of Other Collateral, Borrowers shall prepay Term Loans in time does not exceed an amount equal to the Net Proceeds lesser of such dispositionthe Borrowing Base then in effect or the Revolving Credit Commitments then in effect; provided, thathowever, so long as no Default or Event that in connection with any prepayment of Default has occurred and is continuingLIBOR Loans, Net Proceeds from any single the Borrower shall pay to the Administrative Agent, for distribution to the Lenders, the accrued interest on such Asset Disposition in an amount not in excess of $2,000,000 shall not be Loan required to be so paid pursuant to Section 3.1.1 and any amounts required to be paid pursuant to Section 3.4.5. Any prepayment pursuant to this paragraph (2) shall be applied first to Swingline Loans until the extent Borrowers deliver same have been fully repaid, and then to Agent a certificate stating that Obligors intend to use such Net Proceeds to acquire assets that are used or useful Base Rate Loans and/or LIBOR Loans, in the business of Obligors within 180 days of the receipt of such Net Proceeds, it being expressly agreed that all such Net Proceeds not so reinvested shall be immediately applied to prepay the Loans upon the expiration of such 180 day periodorder provided below. (c2) Concurrently with the receipt of any proceeds of insurance or condemnation or expropriation awards paid in respect of any Other Collateral, Borrowers shall prepay Term Loans in an amount equal to such proceeds, subject to Section 8.6.2. (d) Concurrently with any incurrence of Debt by an Obligor (other than Debt permitted under Section 10.2.1), The Borrower shall prepay Term Loans in an amount equal to with (A) all of the net proceeds of such the sale or other disposition of assets by the Borrower or any Guarantor except for dispositions permitted pursuant to clauses (a), (b) and (c) of Section 9.3 and (B) all of the net proceeds resulting from the incurrence of Debtany Indebtedness other than Indebtedness permitted hereunder; provided, however, that in connection with any prepayment of LIBOR Loans, the Borrower shall pay to the Administrative Agent, for distribution to the Lenders, the accrued interest on such Loan required to be paid pursuant to Section 3.1.1 and any amounts required to be paid pursuant to Section 3.4.5 and provided, further, that this section shall not be construed to permit the Borrower to take any action not otherwise permitted hereunder. Any prepayment pursuant to this paragraph (3) shall be applied first then to Base Rate Loans and/or LIBOR Loans, in the order provided below, until the same have been fully repaid, and then to Swingline Loans. (e) On the Revolver Termination Date, Borrowers shall prepay all Term Loans (unless sooner repaid hereunder).

Mandatory Prepayments. (i) No later than 10 Business Days following the date of receipt by (x) the Borrower or any of its Restricted Subsidiaries of Net Cash Proceeds in respect of any Asset Sale after the Acquisition Effective Date, or (y) the Borrower or any of its Restricted Subsidiaries (or the Collateral Agent as loss payee) of Net Cash Proceeds in respect of any Recovery Event after the Acquisition Effective Date, the Borrower shall prepay the Loans as set forth in Section 2.07(d)(ii) in an amount equal to 100% of such Net Cash Proceeds; provided, that so long as no Event of Default shall have occurred and be continuing, the Borrower may, upon written notice to the Administrative Agent, directly or through one or more of its Restricted Subsidiaries, invest or commit in writing to invest such Net Cash Proceeds within 365 days of receipt thereof in assets useful in the business of the Borrower or any Restricted Subsidiary, which Investment may include the repair, restoration or replacement of the applicable assets thereof or Permitted Acquisitions to the extent such Investments are otherwise permitted under this Agreement; provided, further, that in the event such Net Cash Proceeds are committed in writing to be invested prior to such 365th day, the Borrower may invest such Net Cash Proceeds within 180 days after the expiration of such initial 365-day period. In the event that such Net Cash Proceeds are not reinvested by the Borrower prior to the earlier of (i) the last day of such 180 day period or 365 day period, as the case may be, and (ii) the date of the occurrence of an Event of Default, the Borrower shall prepay the Loans in an amount equal to such Net Cash Proceeds as set forth in Section 2.07(d)(ii). Notwithstanding the foregoing, neither the Borrower nor any of its Restricted Subsidiaries shall be required to repay the Loans with (i) Net Cash Proceeds of any Asset Sale or Recovery Event received on account of any ABL Priority Collateral, to the extent such Net Cash Proceeds are actually used to prepay amounts outstanding under the ABL Facility (with or without any reduction of ABL Commitments) in accordance with and within the time periods required by the ABL Credit Agreement and (ii) Net Cash Proceeds received by a Restricted Subsidiary that is an International Subsidiary to the extent that (a) the repatriation of such Net Cash Proceeds to fund such repayments would, in the good faith judgment of the Borrower, result in material adverse tax consequences to the Borrower or any of its Restricted Subsidiaries (taking into account any foreign tax credit or benefit received in connection with such repatriation) or conflict with applicable law and (b) such adverse tax consequences or legal limitation is not directly attributable to actions taken by the Borrower or any of its Subsidiaries with the intent of avoiding or reducing repayments required pursuant to this Section 2.07(b)(i). (ii) If at Staples, Target or any timeof their Restricted Subsidiaries (determined giving pro forma effect to the Transactions) receives (x) after the Closing Date and on or prior to the Acquisition Effective Date, Net Cash Proceeds in respect of any Divested Property in excess of $15,000,000 (in the aggregate for all Divested Properties), then substantially concurrently with the closing of the Acquisition on the Acquisition Effective Date, an amount equal to 100% of such Net Cash Proceeds in excess of $15,000,000 shall be applied by the Borrower to (1) prepay the Loans (for application as set forth in Section 2.07(d)(iii)) and (2) reduce the intended borrowings under the ABL Facility on the Acquisition Effective Date (without any reduction of ABL Commitments) on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Term Loans exceeds and any loans intended to be borrowed under the Term Loan Maximum Amount ABL Facility on the Acquisition Effective Date) and (y) following the Acquisition Effective Date, Net Cash Proceeds in respect of any Divested Property in excess of $15,000,000 in any calendar year (in the aggregate for all Divested Properties), then no later than 10 Business Days following the date of receipt by the Borrower or any of its Restricted Subsidiaries of such Net Cash Proceeds, an amount equal to 100% of such Net Cash Proceeds in excess of $15,000,000 shall be applied by the Borrower to prepay (1) the Loans (for application as set forth in Section 2.07(d)(iii)) and (2) any loans then outstanding under the ABL Facility (in accordance with the ABL Credit Agreement and with or without any reduction of ABL Commitments) on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Loans and any loans outstanding under the ABL Facility at such time); provided that, Borrowers shallin the case of each of clauses (x) and (y), on if after giving pro forma effect to such reduction of borrowings or prepayment of amounts outstanding under the sooner ABL Facility, as applicable, the Excess Availability (as such term is defined in the ABL Credit Agreement in the form attached as Exhibit O) is less than $1,000,000,000, then the portion of Agent’s demand such Net Cash Proceeds allocated to reduce borrowings or prepay amounts outstanding under the first Business Day after any Borrower has knowledge thereofABL Facility, repay the outstanding Term Loans as applicable, shall be increased in an amount sufficient to cause the aggregate Excess Availability to equal $1,000,000,000 (and the portion allocated to prepay the Loans shall be reduced accordingly); provided, further, that, in the case of each of clauses (x) and (y), if after giving pro forma effect to such reduction of borrowings or prepayment of amounts outstanding principal amount of under the Term Loans to be ABL Facility, the Senior Secured Net Leverage Ratio for the most recently ended Test Period is less than or equal to 2.00 to 1.00, such amount of Net Cash Proceeds that otherwise would have been required to be used to prepay the Term Loan Maximum Amount then Loans shall be permitted to be reinvested as if they constituted Net Cash Proceeds from an Asset Sale pursuant to Section 2.07(b)(i), and, if not so reinvested at the end of the applicable period set forth in effectSection 2.07(b)(i), shall be used to prepay the Loans as set forth in Section 2.07(d)(iii). Notwithstanding the foregoing, neither the Borrower nor any of its Restricted Subsidiaries shall be required to repay the Loans with Net Cash Proceeds in respect of any Divested Property by a Restricted Subsidiary that is an International Subsidiary to the extent that (a) the repatriation of such Net Cash Proceeds to fund such repayments would, in the good faith judgment of the Borrower, result in material adverse tax consequences to the Borrower or any of its Restricted Subsidiaries (taking into account any foreign tax credit or benefit received in connection with such repatriation) or conflict with applicable law and (b) such adverse tax consequences or legal limitation is not directly attributable to actions taken by the Borrower or any of its Subsidiaries with the intent of avoiding or reducing repayments required pursuant to this Section 2.07(b)(ii). For the avoidance of doubt, nothing in this Section 2.07(b)(ii) shall be interpreted to reduce the amount that would otherwise be released from the Escrow Account pursuant to the Escrow Agreement. (biii) Concurrently On the date of receipt by the Borrower or any of its Restricted Subsidiaries of Net Cash Proceeds after the Acquisition Effective Date from the issuance or incurrence of any Indebtedness of the Borrower or any Restricted Subsidiary (other than with respect to any Permitted Asset Disposition of Other CollateralIndebtedness permitted to be incurred pursuant to Section 6.01, Borrowers but in any event, including Credit Agreement Refinancing Indebtedness), the Borrower shall prepay Term the Loans as set forth in Section 2.07(d)(iv) in an aggregate amount equal to the Net Proceeds 100% of such disposition; providedNet Cash Proceeds (plus, thatif applicable, so long the premium described in Section 2.08(b)); (iv) In the event that there shall be Excess Cash Flow for any fiscal year of the Borrower (commencing with the fiscal year ending February 3, 2018) , no later than 95 days after the end of such fiscal year, the Loans shall be prepaid by the Borrower as no Default or Event of Default has occurred and is continuing, Net Proceeds from any single such Asset Disposition set forth in Section 2.07(d)(ii) in an aggregate amount equal to (i) the Applicable ECF Percentage of such Excess Cash Flow (calculated after giving effect to amounts attributable to International Subsidiaries that cannot be repatriated, as set forth in excess the immediately following sentence), if any, for such fiscal year minus (ii) voluntary prepayments of $2,000,000 the Loans in such fiscal year pursuant to Section 2.07(a), other than voluntary prepayments funded with the proceeds of long-term Indebtedness or of equity contributions made to, or Equity Interests issued by, the Borrower. Notwithstanding the foregoing, the Borrower shall not be required to be so applied repay the Loans with Excess Cash Flow attributable to any Restricted Subsidiary that is an International Subsidiary to the extent Borrowers deliver that (a) the repatriation of such Excess Cash Flow to Agent a certificate stating that Obligors intend to use fund such Net Proceeds to acquire assets that are used or useful repayments would, in the business of Obligors within 180 days good faith judgment of the receipt Borrower, result in material adverse tax consequences to the Borrower or any of its Restricted Subsidiaries (taking into account any foreign tax credit or benefit received in connection with such Net Proceedsrepatriation) or conflict with applicable law and (b) such adverse tax consequences or legal limitation is not directly attributable to actions taken by the Borrower or any of its Subsidiaries with the intent of avoiding or reducing repayments required pursuant to this Section 2.07(b)(iv). (v) In the event that the Collateral Agent delivers written notice to the Escrow Agent pursuant to Section 3(d) or Section 3(f) of the Escrow Agreement, it being expressly agreed that the Initial Loans and all such Net Proceeds not so reinvested accrued interest thereon shall be immediately applied due and payable, and the Administrative Agent shall apply all proceeds received from the Escrow Account in accordance with Section 2.07(d)(iii); provided that if the amount of the Escrow Property is less than the amount required to prepay the Initial Loans upon and all accrued interest thereon in full on such date, Staples will deliver to the expiration Administrative Agent, on the date of such 180 day period. (c) Concurrently with the receipt of any proceeds of insurance or condemnation or expropriation awards paid in respect of any Other Collateralprepayment, Borrowers shall prepay Term Loans in an amount equal to such proceeds, subject to Section 8.6.2deficiency. (d) Concurrently with any incurrence of Debt by an Obligor (other than Debt permitted under Section 10.2.1), Borrower shall prepay Term Loans in an amount equal to the net proceeds of such incurrence of Debt. (e) On the Revolver Termination Date, Borrowers shall prepay all Term Loans (unless sooner repaid hereunder).

Mandatory Prepayments. The Borrowers shall prepay (aor Cash Collateralize, as applicable) If the Obligations as follows: (i) If, at any time, the aggregate Effective Amount of all Revolving Loans, Swing Line Loans and L/C Obligations then outstanding principal amount of the Term Loans exceeds the Term Total Revolving Loan Maximum Amount Commitment at such time, the Borrowers shall, on shall immediately (A) prepay the sooner of Agent’s demand or Swing Line Loans to the first Business Day after any Borrower has knowledge thereof, repay the outstanding Term extent Swing Line Loans in an a sufficient amount sufficient to cause are then outstanding, (B) then prepay the aggregate outstanding principal amount of the Term Revolving Loans to be less than or equal to the Term Loan Maximum Amount extent Revolving Loans in a sufficient amount are then in effect. outstanding and (bC) Concurrently with any Permitted Asset Disposition of Other Collateralotherwise, Borrowers shall prepay Term Loans Cash Collateralize the Obligations in an amount equal to the then Effective Amount of the L/C Obligations, in an aggregate principal amount equal to such excess. (ii) The Borrowers shall repay each Swing Line Loan on the earlier to occur of (A) the Swing Line Settlement Date occurring after such Swing Line Loan is made and (B) the Maturity Date. (iii) If, at any time after the Closing Date during any calendar year (including 2007), any Loan Party sells or otherwise disposes of any assets (other than sales permitted under Sections 5.02(c)), the Borrowers shall, immediately after the completion of each sale or other disposition, prepay the Obligations in the manner set forth in Section 2.06(d), in each case, in an aggregate principal amount equal to eighty-five percent (85%) of the Net Proceeds of from any such sale or disposition; provided, that, provided that so long as no the cash portion of the consideration for any such disposed assets is not less than 90% of all consideration for such disposed assets only the cash portion of such Net Proceeds at the time of sale will be counted for purposes of any prepayment required under this sentence and the remaining consideration shall be counted when received as cash; otherwise 100% of all Net Proceeds (cash and non-cash) shall be counted. Notwithstanding the foregoing, the Borrowers shall not be required to make a prepayment pursuant to this clause (iii) with respect to any sale (a “Relevant Sale”) if the Borrowers advise the Administrative Agent in writing at the time the Net Proceeds from such Relevant Sale are received that the applicable Borrower intends to reinvest all or any portion of such Net Proceeds in replacement assets to the extent (A) such Net Proceeds are in fact committed to be reinvested by such Borrower pursuant to a purchase contract providing for the acquisition of such replacement assets that is executed by such Borrower and the related seller within 90 days from the date of such Relevant Sale and (B) the acquisition of such replacement assets occurs within 270 days from the date of such Relevant Sale. If, at any time after the occurrence of a Relevant Sale and prior to the acquisition of the related replacement assets, the 90 or 270-day period provided in clause (A) or (B) of the preceding sentence shall elapse without execution of the related purchase contract (in the case of clause (A)) or the occurrence of the related acquisition (in the case of clause (B)) or a Default or Event of Default has occurred and is continuingshall occur, Net Proceeds from any single such Asset Disposition in an amount not in excess of $2,000,000 then the Borrowers shall not be required to be so applied to immediately prepay the extent Borrowers deliver to Agent a certificate stating that Obligors intend to use such Net Proceeds to acquire assets that are used or useful outstanding Obligations in the business amount and in the manner described in the first sentence of Obligors within 180 days of the receipt of such Net Proceeds, it being expressly agreed that all such Net Proceeds not so reinvested shall be immediately applied to prepay the Loans upon the expiration of such 180 day periodthis clause (iii). (civ) Concurrently with If, at any time after the receipt of Closing Date, any proceeds of insurance Loan Party issues or condemnation incurs any Indebtedness for borrowed money, including Indebtedness evidenced by notes, bonds, debentures or expropriation awards paid other similar instruments but excluding Permitted Indebtedness, the Borrowers shall, immediately after such issuance or incurrence, prepay the outstanding Obligations in respect of any Other Collateralthe manner set forth in Section 2.06(d), Borrowers shall prepay Term Loans in each case, in an aggregate principal amount equal to one hundred percent (100%) of the Net Proceeds of such proceeds, subject to Section 8.6.2Indebtedness. (dv) Concurrently with Not later than four (4) Business Days following the date of receipt (each a “Receipt Date”) by a Loan Party (or the Administrative Agent or the Security Trustee) of any incurrence of Debt by an Obligor Net Insurance Proceeds or Net Condemnation Proceeds during any calendar year (other than Debt permitted under Section 10.2.1including 2007), when added to the Net Insurance Proceeds and Net Condemnation Proceeds received by a Loan Party (or the Administrative Agent or the Security Trustee) during such calendar year, in the aggregate, exceed $25,000,000 for such calendar year, the Borrower shall prepay Term Loans the outstanding Obligations in the manner set forth in Section 2.06(d) in an amount equal to the net proceeds aggregate amount of the sum of such incurrence excess or such increase in such excess. Notwithstanding the foregoing, the Borrower shall not be required to make a prepayment pursuant to this clause (v) with respect to any particular Net Insurance Proceeds or Net Condemnation Proceeds if the Borrower advises the Administrative Agent in writing within four (4) Business Days after the related Receipt Date that it or another Loan Party intends to repair, restore or replace the assets from which such Net Insurance Proceeds or Net Condemnation Proceeds derived to the extent (A) such Net Insurance Proceeds and Net Condemnation Proceeds are in fact committed to be utilized to repair, restore or replace such assets pursuant to one or more contracts providing for such repair, restoration or replacement that is executed by a Loan Party and the relevant counterparty(ies) within 90 days after the related Receipt Date, (B) such repair, restoration or replacement is completed within 270 days after the related Receipt Date and (C) the Net Insurance Proceeds or Net Condemnation Proceeds are sufficient to defray the entire cost of Debtsuch repair, restoration or replacement or if not, the Borrower has deposited with the Administrative Agent good funds equal to the difference between the cost of such repair, restoration or replacement and the amount of Net Insurance Proceeds or Net Condemnation Proceeds deposited with the Administrative Agent, and such funds and proceeds will be held by the Administrative Agent and disbursed under procedures established by the Administrative Agent in good faith. If, at any time after the occurrence of a Receipt Date and prior to the completion of the corresponding repair, restoration or replacement, the 90 or 270-day period provided in clause (A) or (B) of the preceding sentence shall elapse without execution of the related contract (in the case of clause (A)) or the completion of the related repair, restoration or replacement (in the case of clause (B)), or the Borrower shall fail to provide and deposit the funds and proceeds required under clause (C) above, or an Event of Default shall occur, then the Borrower shall immediately prepay the outstanding Obligations in the amount and in the manner described in the first sentence of this clause (v). If the Borrower has provided the written notice contemplated by the prior sentence, then until such Net Insurance Proceeds or Net Condemnation Proceeds are needed to pay for the related repair, restoration or replacement such proceeds shall be held by the Administrative Agent as collateral. No right to apply proceeds to repair, restoration or replacement shall exist if any such repair, restoration or replacement cannot reasonably be completed prior to 180 days before the Maturity Date. (evi) On the Revolver Termination Date, The Borrowers shall prepay all Term deliver to the Administrative Agent, at the time of each prepayment required under this Section 2.06(c), (A) a certificate signed by the chief financial officer of the Borrowers setting forth in reasonable detail the calculation of the amount of such prepayment and (B) to the extent practicable, at least three days prior written notice of such prepayment. Each notice of prepayment shall specify the prepayment date and the Type and principal amount of each Loan (or portion thereof) to be prepaid. In the event that the Borrowers shall subsequently determine that the actual amount required to be prepaid was greater than the amount set forth in such certificate, the Borrowers shall promptly make an additional prepayment of the Loans (unless sooner repaid hereunder)and/or, if applicable, the Revolving Loan Commitments shall be permanently reduced) in an amount equal to the amount of such excess, and the Borrowers shall concurrently therewith deliver to the Administrative Agent a certificate signed by the chief financial officer of the Borrowers demonstrating the derivation of the additional amount resulting in such excess.

Mandatory Prepayments. (a) If at any time, time the aggregate outstanding principal amount Total Outstandings of the Term Loans exceeds Lenders exceed the Term Loan Maximum Amount at such time, Borrowers shall, on the sooner of Agent’s demand or the first Business Day after any Borrower has knowledge thereof, repay the outstanding Term Loans in an amount sufficient to cause the aggregate outstanding principal amount of the Term Loans to be less than or equal to the Term Loan Maximum Amount Commitments then in effect, the Issuer shall immediately prepay outstanding Loans, repay unreimbursed Drawings, if any, and repay unreimbursed Standby L/C Drawings, if any, to the extent of such excess, ratably among the Lenders. (b) Concurrently Upon determination that a Non-Default Disruption Event has ceased to exist and any Loans are then outstanding, the Issuer shall, as provided in Sections 2.07(d) or (e), either repay such Loans with any Permitted Asset Disposition of Other Collateralits own funds or, Borrowers shall prepay Term Loans in an amount equal if the Termination Date has not already occurred, instruct the Depositary and the Dealers to the Net Proceeds of such disposition; recommence issuing Commercial Paper Notes as soon as practicable (provided, that, in the case of Eurodollar Loans, the Issuer shall recommence issuing Commercial Paper Notes not later than the last day of the then current Interest Period therefor) and apply the Aggregate Reported Proceeds of such issuance to repay such Loans. For so long as no Default any Loans are outstanding hereunder, the Issuer shall prepay or Event repay, on each date that the Issuer issues Commercial Paper Notes, an aggregate principal amount of Default has occurred and is continuing, Net Proceeds from any single such Asset Disposition in an amount not in excess of $2,000,000 shall not be required to be so applied Loans equal to the extent Borrowers deliver to Agent a certificate stating that Obligors intend to use Aggregate Reported Proceeds of issuance of such Net Proceeds to acquire assets that are used or useful in Commercial Paper Notes less the business of Obligors within 180 days Face Amount of the receipt of Commercial Paper Notes, if any, maturing on that date. All such Net Proceeds, it being expressly agreed that all such Net Proceeds not so reinvested prepayments or repayments shall be immediately applied made together with accrued and unpaid interest to prepay the Loans upon the expiration date of such 180 day periodpayment. (c) Concurrently Amounts applied to the prepayment or repayment of Loans pursuant to this Section 3.10 shall be applied to prepay or repay the Loans of the Lenders ratably in accordance with their Participation Percentages. Amounts so applied to the receipt prepayment or repayment of Loans shall be applied first, if the payment date is the last day of an Interest Period for any proceeds of insurance or condemnation or expropriation awards Loans, to pay such Loans until paid in respect full; and second to pay such other Loans as the Issuer may, by notice to the Administrative Agent, elect (or if the Issuer fails to give timely notice of any Other Collateralsuch election, Borrowers shall prepay Term Loans in an amount equal to as the Required Lenders at such proceeds, subject to Section 8.6.2time may select). (d) Concurrently with any incurrence Any prepayments of Debt by an Obligor (other than Debt permitted under Eurodollar Loans pursuant to this Section 10.2.1), Borrower 3.10 shall prepay Term Loans in an amount equal be subject to the net proceeds provisions of such incurrence of DebtSection 5.07. (e) On the Revolver Termination Date, Borrowers shall prepay all Term Loans (unless sooner repaid hereunder).

Mandatory Prepayments. The Borrower shall prepay the Loans as follows: (ai) If If, at any time, the aggregate Effective Amount of all Revolving Loans, Swing Line Loans and L/C Obligations then outstanding principal amount of the Term Loans exceeds the Term Loan Maximum Amount Total Commitment at such time, Borrowers shall, on the sooner of Agent’s demand or Borrower shall immediately (A) prepay the first Business Day after any Borrower has knowledge thereof, repay the outstanding Term Loans in an amount sufficient to cause the aggregate outstanding principal amount of the Term Swing Line Loans to be less than or equal the extent Swing Line Loans are then outstanding, (B) then prepay the Revolving Loans to the Term Loan Maximum Amount extent Revolving Loans are then in effect. outstanding and (bC) Concurrently with any Permitted Asset Disposition of Other Collateralotherwise, Borrowers shall prepay Term Loans Cash Collateralize the Obligations in an amount equal to the Net then Effective Amount of the L/C Obligations, in an aggregate principal amount equal to such excess. (ii) The Borrower shall repay each Swing Line Loan on the earlier of the Maturity Date or such other date as specified in Section 2.03. (iii) If at any time the aggregate cumulative amount of Designated Asset Sale Proceeds exceeds $10,000,000 in any Fiscal Year, the Borrower shall, promptly after the receipt of Designated Asset Sale Proceeds resulting in such disposition; providedan excess or an increase in such an excess (any such Designated Asset Sale Proceeds, that"Excess Proceeds"), (A) prepay the Swing Line Loans to the extent Swing Line Loans are then outstanding, (B) then prepay the Revolving Loans to the extent Revolving Loans are then outstanding and (C) otherwise, Cash Collateralize the Obligations in an amount equal to the then Effective Amount of the L/C Obligations, in an aggregate principal amount equal to such Excess Proceeds. Notwithstanding the foregoing, so long as no Default shall then exist or Event of Default has occurred and is continuingwould result therefrom, Net Proceeds from any single such Asset Disposition in an amount not in excess of $2,000,000 the Borrower shall not be required to make a prepayment pursuant to this clause (iii) with respect to any sale if the Borrower (x) on or before the last day (such day, the "Identification Deadline") of the Fiscal Quarter immediately following the Fiscal Quarter during which a sale resulting in any Excess Proceeds occurs, identifies related or replacement assets or other assets useful in the Borrower’s business (such assets, "Identified Replacement Assets") by delivering to the Administrative Agent a written notice setting forth in reasonable detail a description of such Identified Replacement Assets and the amount of the Excess Proceeds to be so allocated toward the purchase thereof and (y) reinvests all or any portion of such Excess Proceeds in such Identified Replacement Assets on or before the last day (such day, the "Reinvestment Deadline") of the second Fiscal Quarter following the Fiscal Quarter during which the identification described in part (x) of this clause (iii) was completed; provided, however, that if any portion of such Excess Proceeds is not allocated toward the purchase of Identified Replacement Assets on or before the Identification Deadline, or if any portion of such Excess Proceeds is not in fact reinvested in such Identified Replacement Assets on or before the Reinvestment Deadline as set forth in this clause (iii), such portion of such Excess Proceeds shall be applied on the last day of such period as a mandatory prepayment as provided in the first sentence of this clause (iii). (iv) The Borrower shall deliver to the Administrative Agent, at the time of each prepayment required under this Section 2.06(c), (A) a certificate signed by a Responsible Officer of the Borrower setting forth in reasonable detail the calculation of the amount of such prepayment and (B) to the extent Borrowers deliver practicable, at least three days prior written notice of such prepayment. Each notice of prepayment shall specify the prepayment date and the Type and principal amount of each Loan (or portion thereof) to Agent a certificate stating be prepaid. In the event that Obligors intend to use the Borrower shall subsequently determine that the actual amount was greater than the amount set forth in such Net Proceeds to acquire assets that are used or useful in certificate, the business of Obligors within 180 days Borrower shall promptly make an additional prepayment of the receipt of such Net ProceedsLoans (and/or, it being expressly agreed that all such Net Proceeds not so reinvested if applicable, the Commitments shall be immediately applied to prepay the Loans upon the expiration of such 180 day period. (cpermanently reduced) Concurrently with the receipt of any proceeds of insurance or condemnation or expropriation awards paid in respect of any Other Collateral, Borrowers shall prepay Term Loans in an amount equal to such proceeds, subject to Section 8.6.2. (d) Concurrently with any incurrence of Debt by an Obligor (other than Debt permitted under Section 10.2.1), Borrower shall prepay Term Loans in an amount equal to the net proceeds amount of such incurrence excess, and the Borrower shall concurrently therewith deliver to the Administrative Agent a certificate signed by a Responsible Officer of Debtthe Borrower demonstrating the derivation of the additional amount resulting in such excess. (e) On the Revolver Termination Date, Borrowers shall prepay all Term Loans (unless sooner repaid hereunder).

Mandatory Prepayments. (ai) If at If, after giving effect to any timetermination or reduction of the Commitments 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 outstanding principal amount equal to such excess, and (B) if any excess remains after prepaying all of the Term Loans exceeds Borrowings as a result of an LC Exposure, pay to the Term Loan Maximum Amount at such time, Borrowers shall, Administrative Agent on the sooner of Agent’s demand or the first Business Day after any Borrower has knowledge thereof, repay the outstanding Term Loans in an amount sufficient to cause the aggregate outstanding principal amount behalf of the Term Loans to be less than or equal to the Term Loan Maximum Amount then in effect. (b) Concurrently with any Permitted Asset Disposition of Other Collateral, Borrowers shall prepay Term Loans in Lenders an amount equal to such excess to be held as cash collateral as provided in Section 2.07(j). (ii) Except to the extent required to be applied as a prepayment of the Term Loan Facility in accordance with the Term Loan Agreement, on each date on or after the Effective Date upon which the Borrower or any Subsidiary receives any cash proceeds from any Asset Sale made pursuant to Section 9.11(j), an amount equal to 100% of the Net Sale Proceeds of therefrom shall be applied by the Borrower on such dispositiondate as a mandatory repayment in accordance with Section 3.04(b)(viii); provided, thathowever, so long as no Default or Event of Default has occurred and is continuing, that such Net Sale Proceeds from any single such Asset Disposition in an amount not in excess of $2,000,000 shall not be required to be so applied on such date so long as no Event of Default then exists and such Net Sale Proceeds shall be used to purchase Property (other than inventory and working capital) used or to be used in the businesses permitted pursuant to Section 9.06 within 180 days following the date of such Asset Sale, and provided, further, that if all or any portion of such Net Sale Proceeds not required to be so applied as provided above in this Section 3.04(b)(ii) are not so reinvested within such 180-day period (or such earlier date, if any, as the Borrower or relevant Subsidiary determines not to reinvest the Net Sale Proceeds from such Asset Sale as set forth above), such remaining portion shall be applied on the last day of such period (or such earlier date, as the case may be) as provided above in this Section 3.04(b)(ii) without regard to the preceding proviso. (iii) Except to the extent Borrowers deliver required to Agent be applied as a certificate stating prepayment of the Term Loan Facility in accordance with the Term Loan Agreement, on each date on or after the Effective Date upon which the Borrower or any Subsidiary receives any cash proceeds from any Recovery Event, an amount equal to 100% of the Net Cash Proceeds from such Recovery Event shall be applied on such date as a mandatory repayment in accordance with the requirements of Section 3.04(b)(viii); provided, however, that Obligors intend to use so long as no Event of Default then exists, such Net Cash Proceeds shall not be required to acquire assets be so applied on such date to the extent that are such Net Cash Proceeds shall be used to replace or useful restore any Property in the business respect of Obligors which such Net Cash Proceeds were paid within 180 days following the date of the receipt of such Net Cash Proceeds, it being expressly agreed and provided, further, that if all or any portion of such Net Cash Proceeds are not so reinvested used within 180 days after the date of the receipt of such Net Cash Proceeds (or such earlier date, if any, as the Borrower or relevant Subsidiary determines not to reinvest the Net Cash Proceeds relating to such Recovery Event as set forth above), such remaining portion shall be immediately applied to prepay on the Loans upon the expiration last day of such 180 day periodperiod (or such earlier date, as the case may be) as provided above in this Section 3.04(b)(iii) without regard to the proviso or the immediately preceding proviso. (civ) Beginning with the fiscal quarter ending June 30, 2017, after the end of each fiscal quarter ending June 30 and December 31 of each fiscal year, within five (5) Business Days after the earlier to occur of (x) the delivery of financial statements required pursuant to Section 8.01(a) or Section 8.01(b) and (y) the date on which the financial statements and the related Financial Officer’s compliance certificate for such fiscal quarter are required to be delivered pursuant to Section 8.01(b) and Section 8.01(d), if the Borrower’s pro forma Consolidated Total Leverage Ratio exceeds 5.00 to 1.00 as of the end of such fiscal quarter, the Borrower shall make a mandatory repayment of the Borrowings in the manner set forth in Section 3.04(b)(viii) in an amount equal to (A) fifty percent (50%) of Excess Cash Flow, if any, for the six month period then ended as of such fiscal quarter minus (B) the aggregate amount of all optional prepayments of the Borrowings during such six month period, solely to the extent that such prepayments are (i) accompanied by permanent optional reductions in the Commitments and (ii) not funded with the incurrence of any Indebtedness, any Equity Issuance Proceeds, any casualty proceeds, any condemnation proceeds or any other proceeds that would not be included in Consolidated EBITDA. (v) If, on the last Business Day of any calendar week, the Loan Parties have any Excess Cash Balance on such Business Day, on the following Business Day such Excess Cash Balance shall be applied as a mandatory repayment in accordance with Section 3.04(b)(viii). (vi) Concurrently with the receipt funding of any Permitted Note Indebtedness, the net proceeds of insurance or condemnation or expropriation awards paid such Permitted Note Indebtedness shall be applied as a mandatory repayment in respect of any Other Collateral, Borrowers accordance with Section 3.04(b)(viii) which repayment shall prepay Term Loans permanently reduce the Commitments in an amount equal to such proceeds, subject to Section 8.6.2repayment. (dvii) Concurrently with the funding of any incurrence of Debt by an Obligor (other than Debt permitted under Section 10.2.1)Equity Cure Contribution, Borrower shall prepay Term Loans in an amount equal to the net proceeds fifty percent (50%) of such incurrence of DebtEquity Cure Contribution shall be applied as a mandatory repayment in accordance with Section 3.04(b)(viii). (eviii) On Each prepayment of Borrowings pursuant to this Section 3.04(b) shall be applied ratably to the Revolver Termination DateLoans included in the prepaid Borrowings. Each prepayment pursuant to Section 3.04(b)(i) shall be applied to any outstanding Borrowings and the LC Exposure as described in Section 3.04(b)(i). Prepayments pursuant to Section 3.04(b) shall be accompanied by accrued interest to the extent required by Section 3.02. Each prepayment of Borrowings pursuant to Section 3.04(b) shall be applied, Borrowers first, ratably to any ABR Borrowings of 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. (ix) If the Borrower is required to make a mandatory prepayment of Eurodollar Borrowings under this Section 3.04, the Borrower shall have the right, in lieu of making such prepayment in full, to deposit an amount equal to such mandatory prepayment with the Administrative Agent in a cash collateral account maintained (pursuant to documentation reasonably satisfactory to the Administrative Agent) by and in the sole dominion and control of the Administrative Agent. Any amounts so deposited shall be held by the Administrative Agent as collateral for the prepayment of such Eurodollar Rate Loans and shall be applied to the prepayment of the applicable Eurodollar Rate Loans at the end of the current Interest Periods applicable thereto. At the request of the Borrower, amounts so deposited shall be invested by the Administrative Agent in Cash Equivalents maturing prior to the date or dates on which it is anticipated that such amounts will be applied to prepay all Term Loans (unless sooner repaid hereunder)such Eurodollar Rate Loans; any interest earned on such Cash Equivalents will be for the account of the Borrower and the Borrower will deposit with the Administrative Agent the amount of any loss on any such Cash Equivalents to the extent necessary in order that the amount of the prepayment to be made with the deposited amounts may not be reduced.

Mandatory Prepayments. (a) If at The BORROWER shall have the obligation to apply to the unpaid principal balances of the LOANS and all accrued interest and fees all of the NET AVAILABLE PROCEEDS received by the BORROWER from any timePREPAYMENT DISPOSITIONS, CASUALTY EVENTS, or issuances of INDEBTEDNESS for borrowed money other than proceeds from purchase money INDEBTEDNESS which is otherwise permitted by the aggregate outstanding principal terms of this AGREEMENT. The MAXIMUM AGGREGATE LOAN AMOUNT and the COMMITMENT AMOUNTS shall be permanently reduced by the amount of the Term Loans exceeds the Term Loan Maximum Amount at such time, Borrowers shall, on the sooner of Agent’s demand or the first Business Day after any Borrower has knowledge thereof, repay the outstanding Term Loans in an amount sufficient to cause the aggregate outstanding principal amount each payment of the Term Loans to be less than or equal NET AVAILABLE PROCEEDS that is applied to the Term Loan Maximum Amount then in effect. unpaid principal balances of the LOANS. Notwithstanding the foregoing, (bA) Concurrently with any Permitted Asset Disposition of Other Collateral, Borrowers shall prepay Term Loans in an amount equal to the Net Proceeds of such disposition; provided, that, so long as no Default or Event of Default has occurred and is continuing, Net Proceeds from any single such Asset Disposition in an amount not in excess of $2,000,000 NET AVAILABLE PROCEEDS shall not be required to be so applied to any of the extent Borrowers deliver OBLIGATIONS and to Agent a certificate stating that Obligors intend the reduction of the MAXIMUM AGGREGATE LOAN AMOUNT and the COMMITMENT AMOUNTS so long as no DEFAULT or EVENT OF DEFAULT is then continuing and such NET AVAILABLE PROCEEDS (i) do not exceed Five Million Dollars ($5,000,000.00) when aggregated with all other NET AVAILABLE PROCEEDS not applied to use such Net Proceeds to acquire assets that the OBLIGATIONS and the permanent reduction of the MAXIMUM AGGREGATE LOAN AMOUNT and the COMMITMENT AMOUNTS, and (ii) are used or useful to purchase replacement assets, in the business of Obligors each case within 180 days following the date of the receipt of such Net ProceedsNET AVAILABLE PROCEEDS, it being expressly agreed that and (B) if all or any portion of such Net Proceeds NET AVAILABLE PROCEEDS not required to be so applied as provided above in this Section 2.4 are not so reinvested shall be immediately applied to prepay purchase replacement assets within such 180-day period (or such earlier date, if any, if the Loans upon BORROWER determines not to reinvest the expiration of such 180 day period. (c) Concurrently with the receipt of any proceeds of insurance or condemnation or expropriation awards paid in respect of any Other CollateralNET AVAILABLE PROCEEDS as set forth above), Borrowers shall prepay Term Loans in an amount equal to such proceeds, subject to Section 8.6.2. (d) Concurrently with any incurrence of Debt by an Obligor (other than Debt permitted under Section 10.2.1), Borrower remaining portion shall prepay Term Loans in an amount equal to be applied on the net proceeds last day of such incurrence of Debtperiod (or such earlier date, as the case may be) as provided above in this Section 2.4 without regard to this proviso. (e) On the Revolver Termination Date, Borrowers shall prepay all Term Loans (unless sooner repaid hereunder).

Mandatory Prepayments. (a) If If, at any time, the aggregate outstanding principal amount of Asset Coverage Ratio as stated on the Term Loans exceeds most recent Valuation Statement delivered to Agent in accordance with Section 5(b)(ii) is less than 200%, the Term Loan Maximum Amount at such time, Borrowers Borrower shall, on within ten (10) Business Days following the sooner of Agent’s demand or the first Business Day after any Borrower has knowledge thereofdate such Valuation Statement is required to be delivered, repay the outstanding Term Loans until the Asset Coverage Ratio after such payments exceeds 200%. The Borrower will give written notice to the Agent at least ten (10) days prior to the occurrence of a Change of Control, which notice shall (A) state the expected effective date of such Change of Control and (B) contain an offer to repay the Loans and all other Obligations hereunder in full as of the effective date of such Change of Control. Notwithstanding the foregoing, any notice of a Change of Control may state that the offer to repay the Loans in an amount sufficient to cause accordance with this Section 2(d)(ii) is conditioned upon the aggregate outstanding principal amount effectiveness of the Term Loans to Change of Control, in which case such notice may be less than or equal revoked by the Borrower (by notice to the Term Loan Maximum Amount then Agent on or prior to the effective date of such Change of Control) if such condition is not satisfied. Within five (5) days following the receipt of such notice, the Agent, on behalf of the Lenders, shall notify the Borrower in effect. (bwriting whether the Lenders accept the offer of repayment of the Loans as set forth herein and provide the Borrower with the Agent’s calculation of the repayment amount due under LEGAL_US_E # 171549701.1171549701.5 this Section 2(d)(ii) Concurrently with any Permitted Asset Disposition of Other Collateral, Borrowers shall prepay Term Loans in an amount equal to the Net Proceeds sum of (x) the product of (1) 100%, times (2) the principal amount of the outstanding Loans, plus (y) all accrued but unpaid interest on the principal amount of the outstanding Loans, which calculations shall be conclusive absent manifest error. In the event the Lenders accept the Borrower’s offer to repay the Loans in accordance with this Section 2(d)(ii), the Borrower shall so repay the Loans and all other Obligations in full in accordance with the Agent’s calculations on the effective date of such disposition; providedChange of Control. In the event the Lenders reject the Borrower’s offer to repay the Loans in accordance with Section 2(d)(ii), that, so long the Loans and all other Obligations shall remain outstanding and the Transaction Documents shall remain in full force and effect. Each Lender’s determination to accept or reject the Borrower’s offer to repay the Loans as no Default or Event of Default has occurred and is continuing, Net Proceeds from any single such Asset Disposition in an amount not in excess of $2,000,000 shall not be required to be so applied to the extent Borrowers deliver to Agent a certificate stating that Obligors intend to use such Net Proceeds to acquire assets that are used or useful in the business of Obligors within 180 days of the receipt of such Net Proceeds, it being expressly agreed that all such Net Proceeds not so reinvested set forth herein shall be immediately applied to prepay the Loans upon the expiration of made in such 180 day period▇▇▇▇▇▇’s sole discretion. (c) Concurrently with the receipt of any proceeds of insurance or condemnation or expropriation awards paid in respect of any Other Collateral, Borrowers shall prepay Term Loans in an amount equal to such proceeds, subject to Section 8.6.2. (d) Concurrently with any incurrence of Debt by an Obligor (other than Debt permitted under Section 10.2.1), Borrower shall prepay Term Loans in an amount equal to the net proceeds of such incurrence of Debt. (e) On the Revolver Termination Date, Borrowers shall prepay all Term Loans (unless sooner repaid hereunder).

Mandatory Prepayments. One hundred eighty (a180) If at any timedays after a Group Member’s receipt of proceeds of an asset Disposition pursuant to Section 7.5(c) (with respect to such Asset Disposition, such 180th day being herein called the “prepayment determination date”), or if such day is not a Business Day, the aggregate outstanding principal next succeeding Business Day, the Total Revolving Commitments shall automatically be reduced by the amount of (and the Term Loans exceeds Borrower shall immediately prepay the Term Loan Maximum Amount at such time, Borrowers shall, on the sooner of Agent’s demand or the first Business Day after any Borrower has knowledge thereof, repay the outstanding Term Loans in an amount sufficient to cause the aggregate outstanding principal amount of the Term Loans to be less than or equal to the Term Loan Maximum Amount then in effect. (b) Concurrently with any Permitted Asset Disposition of Other Collateral, Borrowers shall prepay Term Revolving Loans in an amount equal to): (a) If such prepayment determination date occurs prior to the date the Parent has an Investment Grade Rating, the excess of (i) Net Proceeds Book Value of such disposition; provided, that, so long as no Default or Event asset plus the Net Book Value of Default all other assets Disposed of pursuant to Section 7.5(c) after the date of this Agreement that has occurred and is continuing, Net Proceeds from any single such Asset Disposition in an amount not in excess of $2,000,000 shall not be required to be been so applied to reduce the extent Borrowers deliver Total Revolving Commitments (and to Agent a certificate stating that Obligors intend prepay the Revolving Loans), less, for each such asset Disposition, the amount of the proceeds of such Disposition (up to use such Net Proceeds Book Value) that has been applied to acquire the purchase or development of capital assets that are used or useful in the any line of business of Obligors permitted by Section 7.13 within 180 days after the date of receipt of the receipt proceeds of such Disposition, over (ii) 5% of the sum of (A) the Net ProceedsBook Value of total consolidated assets of the Parent and its Subsidiaries as of the end of the fiscal quarter ending immediately prior to such Disposition plus (B) the Net Book Value of any assets that have previously been Disposed of pursuant to Section 7.5(c) after the date of this Agreement that have not been applied to the purchase or development of capital assets; or (b) If such prepayment determination date occurs on or after the date the Parent has an Investment Grade Rating, it being expressly agreed the greater of : (i) the excess of (A) the Net Book Value of such asset plus the Net Book Value of all other assets Disposed of pursuant to Section 7.5(c) during the period of 365 days ending on the date of such asset Disposition that all such Net Proceeds has not been so reinvested shall be immediately applied to reduce the Total Revolving Commitments (and to prepay the Loans upon Revolving Loans), less, for each such asset Disposition, the expiration amount of the proceeds of such Disposition (up to such Net Book Value) that has been applied to the purchase or development of capital assets used in any line of business permitted by Section 7.13 within 180 days after the date of receipt of the proceeds of such Disposition over (B) 10% of the sum of Net Book Value of total consolidated assets of the Parent and its Subsidiaries as of the end of the fiscal quarter ending immediately prior to such Disposition plus the Net Book Value of any assets that have been Disposed of pursuant to Section 7.5(c) during such 365 day periodperiod that have not been applied to the purchase or development of capital assets; or (ii) the excess of (A) the Net Book Value of such asset plus the Net Book Value of all other assets Disposed of pursuant to Section 7.5(c) after the date of this Agreement that has not been so applied to reduce the Total Revolving Commitments (and to prepay the Revolving Loans), less, for each such asset Disposition, the amount of the proceeds of such Disposition (up to such Net Book Value) that has been applied to the purchase or development of capital assets used in any line of business permitted by Section 7.13 within 180 days after the date of receipt of the proceeds of such Disposition over (B) 25% of the sum of the Net Book Value of total consolidated assets of the Parent and its Subsidiaries as of the end of the fiscal quarter ending immediately prior to such Disposition plus the Net Book Value of any assets that have previously been Disposed of pursuant to Section 7.5(c) after the date of this Agreement that have not been applied to the purchase or development of capital assets. (c) Concurrently with the receipt of any proceeds of insurance or condemnation or expropriation awards paid in respect of any Other Collateral, Borrowers shall prepay Term All prepayments made pursuant to this Section 3.2 will be applied first to Base Rate Loans in an amount equal and second to such proceeds, subject to Section 8.6.2Eurodollar Loans. (d) Concurrently with any incurrence of Debt by an Obligor (other than Debt permitted under Section 10.2.1), Borrower shall prepay Term Loans in an amount equal to the net proceeds of such incurrence of Debt. (e) On the Revolver Termination Date, Borrowers shall prepay all Term Loans (unless sooner repaid hereunder).

Mandatory Prepayments. (a) If at With respect to any timeSpecified Permitted Disposition and any Specified Permitted Debt Issuance, the aggregate outstanding principal amount 100% of the Term Loans exceeds the Term Loan Maximum Amount at Net Cash Proceeds received for such time, Borrowers shall, on the sooner sale shall be applied to repay Revolving Facility Extensions of Agent’s demand or the first Business Day after any Borrower has knowledge thereof, repay the outstanding Term Loans Credit in an amount sufficient to cause the aggregate outstanding principal amount of the Term Loans to be less than or equal to the Term Loan Maximum Amount then in effectaccordance with Section 4.9. (b) Concurrently with If on any Permitted Asset Disposition date the Total Revolving Facility Extensions of Other CollateralCredit shall exceed the Total Revolving Facility Commitments, and/or (ii) any extension of credit under this Agreement shall result in any Applicable Sub-Limit being exceeded, then (A) the Borrowers’ Agent shall specify, at its sole discretion, one or more Loans of a Borrower or Borrowers to be prepaid and such Borrower or Borrowers shall prepay Term such Loans in and (B) if no Loans are then outstanding, the Borrowers shall Cash Collateralize, replace or decrease (if the beneficiary of such Letter of Credit agrees to such decrease) the amount of outstanding Letters of Credit by an amount sufficient to eliminate such excess, no later than three (3) Business Days immediately following such date. (c) Unless the Required Lenders shall otherwise agree, if on any date occurring on or after the First Amendment Effective Date, the Net Cash Proceeds received by the Loan Parties (individually by any Loan Party or collectively by any group of Loan Parties and whether pursuant to one transaction or a series of transactions) and not yet applied to the repayment or cash collateralization of the Obligations under this Agreement, exceeds at any time $500,000 in the aggregate, 100% of such Net Cash Proceeds shall be applied, not later than the third Business Day after such threshold has been exceeded, first, to the prepayment of then-outstanding Loans (including all principal and accrued and unpaid interest and fees related thereto) under this Agreement and second, to the cash collateralization of all outstanding L/C Obligations, in each case, in accordance with Section 4.9; provided that the aggregate amount of Net Cash Proceeds received by the Loan Parties at any time shall exclude the Net Cash Proceeds received as a result of a Recovery Event (i) if with respect to such Recovery Event, not later than three (3) Business Days after receipt of the Net Cash Proceeds arising from such Recovery Event, the Administrative Agent shall have received a Reinvestment Notice with respect to such Recovery Event, and (ii) only so long as, with respect to such Recovery Event (x) the applicable Loan Party shall continue diligently to replace, repair or upgrade the assets subject to the Recovery Event, and (y) the one-year anniversary of the Reinvestment Notice delivered to the Administrative Agent with respect to such Recovery Event has not occurred. If at any time with respect to a Recovery Event, the conditions set out in clauses (i) and (ii) in the proviso of the immediately preceding sentence are not satisfied, the Net Cash Proceeds of such Recovery Event that were excluded pursuant to the prior sentence shall immediately be applied first, to the prepayment of then-outstanding Loans (including all principal and accrued and unpaid interest and fees related thereto) under this Agreement, and second, to the cash collateralization of all outstanding L/C Obligations, in each case, in accordance with Section 4.9. (d) The Borrowers’ Agent shall notify the Administrative Agent by written notice of any prepayment due hereunder (i) in the case of prepayment of a Eurodollar Loan, not later than 1:00 p.m. (New York City time), three (3) Business Days before the date of the prepayment, (ii) in the case of prepayment of a Base Rate Loan, not later than 1:00 p.m. (New York City time) on the date of the prepayment and (iii) in the case of prepayment of a Swing Line Loan, not later than 1:00 p.m. (New York City time) on the date of prepayment. Each such notice shall specify the prepayment date, the principal amount of each Loan or portion thereof to be prepaid and, in the case of a mandatory prepayment, a reasonably detailed calculation of the required amount of such prepayment. Promptly following receipt of any such notice (other than a notice relating solely to Swing Line Loans), the Administrative Agent shall advise the Lenders of the contents thereof. Each prepayment of an extension of credit shall be applied ratably to the Loans included in the prepaid extension of credit and otherwise in accordance with this Section 4.7(d). Prepayments shall be accompanied by accrued interest to the extent required by Section 4.2. (e) Any prepayment of Loans pursuant to this Section 4.7, and the rights of the Lenders in respect thereof, are subject to the provisions of Section 4.9. (f) For the avoidance of doubt, no amounts prepaid under this Section 4.7 shall permanently reduce any Commitments. (g) At any time after the First Amendment Effective Date while there are any outstanding Revolving Facility Extensions of Credit, if (i) the aggregate Excess Cash of the Loan Parties exceeds the Excess Cash Threshold for five (5) consecutive Business Days and (ii) the Leverage Ratio as last determined is greater than 3.00 to 1.00, then the Borrowers’ Agent shall, no later than the second Business Day following such fifth consecutive Business Day, make a prepayment to the Administrative Agent for the benefit of the Lenders equal to the Net Proceeds excess of the Excess Cash over the Excess Cash Threshold as of such dispositionfifth consecutive Business Day, which prepayment shall be applied in accordance with Section 4.9. (h) With respect to any Excess WC Borrowing, if the actual working capital obligation of any working capital obligation used to support such Excess WC Borrowing proves to be less than the projected obligation, the Borrowers’ Agent shall cause such excess amount to be repaid within three Business Days of the incurrence of the actual obligation; provided, that, so long as no Default or Event of Default has occurred and is continuing, Net Proceeds from any single provided that such Asset Disposition in an excess amount not in excess of $2,000,000 shall not be required to be repaid until the aggregate amounts of accrued and unpaid prepayments under this Section 4.7(h) is at least $10,000 so applied to the extent Borrowers deliver to Agent a certificate stating that Obligors intend to use such Net Proceeds to acquire assets that are used or useful in the business of Obligors within 180 days of the receipt of such Net Proceeds, it being expressly agreed that long as all such Net Proceeds not so reinvested shall be immediately applied to prepay excess amounts are held on deposit in a Pledged Account until the Loans upon the expiration of such 180 day periodprepayment is due. (c) Concurrently with the receipt of any proceeds of insurance or condemnation or expropriation awards paid in respect of any Other Collateral, Borrowers shall prepay Term Loans in an amount equal to such proceeds, subject to Section 8.6.2. (d) Concurrently with any incurrence of Debt by an Obligor (other than Debt permitted under Section 10.2.1), Borrower shall prepay Term Loans in an amount equal to the net proceeds of such incurrence of Debt. (e) On the Revolver Termination Date, Borrowers shall prepay all Term Loans (unless sooner repaid hereunder).

Mandatory Prepayments. (ai) If at any time the outstanding --------------------- balance of the aggregate Revolving Loan (calculated as a US Dollar Amount) exceeds the lesser of (A) the Maximum Amount and (B) the Aggregate 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 Annex B to the extent required to eliminate such excess. Furthermore, if, at any time, the aggregate outstanding principal balance of the Revolving Loan of any Borrower or Borrower Group exceeds that Borrower's or Borrower Group's separate Borrowing Base at any time the applicable Borrower or Borrower Group shall immediately repay its Revolving Credit Advances in the amount of such excess (and, if necessary, shall provide cash collateral for its Letter of Credit Obligations as described above). For the Term Loans exceeds purposes of this Section 1.3(a), the Term Revolving Loan Maximum to AEC Funding and the Borrowing Base of AEC Funding shall each be calculated in the US Dollar Amount at such time, Borrowers shall, on the sooner of Agent’s demand or the first Business Day after any Borrower has knowledge thereof, repay the outstanding Term Loans in an amount sufficient to cause the aggregate outstanding principal amount of the Term Loans to be less than or equal to the Term Loan Maximum Amount then in effect. (bii) Concurrently with Immediately upon receipt by any Permitted Asset Disposition Credit Party of Other proceeds of any Collateral, such Credit Party shall cause Borrowers shall to prepay Term the Loans in an amount equal to the Net Proceeds all such proceeds, net of (A) commissions and other reasonable and customary transaction costs, fees and expenses properly attributable to such disposition; providedtransaction and payable by such Credit Party in connection therewith (in each case, thatpaid to non-Affiliates), so long as no Default or Event (B) transfer taxes, (C) amounts payable to holders of Default has occurred and is continuing, Net Proceeds from any single such Asset Disposition in an amount not in excess of $2,000,000 shall not be required to be so applied senior Liens (to the extent Borrowers deliver to Agent a certificate stating that Obligors intend to use such Net Proceeds to acquire assets that are used or useful Liens constitute Permitted Encumbrances hereunder), if any, and (D) an appropriate reserve for income taxes in the business of Obligors within 180 days of the receipt of accordance with GAAP in connection therewith. Any such Net Proceeds, it being expressly agreed that all such Net Proceeds not so reinvested prepayment shall be immediately applied to prepay the Loans upon the expiration of such 180 day periodin accordance with clause (b) below. (c) Concurrently with the receipt of any proceeds of insurance or condemnation or expropriation awards paid in respect of any Other Collateral, Borrowers shall prepay Term Loans in an amount equal to such proceeds, subject to Section 8.6.2. (d) Concurrently with any incurrence of Debt by an Obligor (other than Debt permitted under Section 10.2.1), Borrower shall prepay Term Loans in an amount equal to the net proceeds of such incurrence of Debt. (e) On the Revolver Termination Date, Borrowers shall prepay all Term Loans (unless sooner repaid hereunder).

Mandatory Prepayments. (a) Upon receipt by the Company, any Borrower or any of their respective Subsidiaries of Net Cash Proceeds arising (i) from an Asset Sale, the Borrowers shall immediately prepay the Loans (or provide cash collateral in respect of Letters of Credit) in an amount equal to 100% of such Net Cash Proceeds (except for Net Cash Proceeds that, together with all other Net Cash Proceeds arising from Asset Sales received by the Company, any Borrower or any of their respective Subsidiaries since the Effective Date, do not exceed $2,000,000 in the aggregate) and (ii) from a Property Loss Event, the Borrowers shall immediately prepay the Loans (or provide cash collateral in respect of Letters of Credit) in an amount equal to 100% of such Net Cash Proceeds and (iii) from an Equity Issuance or Debt Issuance, the Borrowers shall immediately prepay the Loans (or provide cash collateral in respect of Letters of Credit) in an amount equal to 100% of such Net Cash Proceeds; provided, however, that, in the case of any Net Cash Proceeds arising from a Reinvestment Event, the Borrowers shall prepay the Loans (or provide cash collateral in respect of Letters of Credit) in an amount equal to the Reinvestment Prepayment Amount applicable to such Reinvestment Event, if any, on the Reinvestment Prepayment Date with respect to such Reinvestment Event and, pending application of such proceeds as specified in the Reinvestment Notice, shall pay the same to the Administrative Agent to be held in a Cash Collateral Account. Any such mandatory prepayment shall be applied in accordance with clause (b) below. (b) Any prepayments made by any Borrower required to be applied in accordance with this clause (b) shall be applied as follows: first, to repay the outstanding principal balance of the Swing Loans until such Swing Loans shall have been repaid in full; second, to repay the outstanding principal balance of the Revolving Loans until such Revolving Loans shall have been paid in full; and then, to provide cash collateral for any Letter of Credit Obligations in the manner set forth in Section 9.3 (Actions in Respect of Letters of Credit) until all such Letter of Credit Obligations have been fully cash collateralized in the manner set forth therein. (c) If at any time, (x) the aggregate outstanding principal amount Revolving Credit Outstandings owing by the Borrowers exceed the Maximum Credit at such time or (y) the aggregate Revolving Credit Outstandings owing by any Borrower exceeds such Borrower's Borrowing Base, the Borrowers or such Borrower, as the case may be, shall forthwith prepay the Swing Loans first and then the Revolving Loans of the Term Loans exceeds the Term Loan Maximum Amount at Borrowers or such timeBorrower, Borrowers shallas applicable, on the sooner of Agent’s demand or the first Business Day after any Borrower has knowledge thereof, repay the then outstanding Term Loans in an amount sufficient to cause the aggregate outstanding principal amount of the Term Loans to be less than or equal to the Term Loan Maximum Amount then in effect. (b) Concurrently with any Permitted Asset Disposition of Other Collateral, Borrowers shall prepay Term Loans in an amount equal to the Net Proceeds of such disposition; provided, that, so long as no Default or Event of Default has occurred and is continuing, Net Proceeds from any single such Asset Disposition in an amount not in excess of $2,000,000 shall not be required to be so applied to the extent Borrowers deliver to Agent a certificate stating that Obligors intend to use such Net Proceeds to acquire assets that are used or useful in the business of Obligors within 180 days of the receipt of such Net Proceeds, it being expressly agreed that all such Net Proceeds not so reinvested shall be immediately applied to prepay the Loans upon the expiration of such 180 day period. (c) Concurrently with the receipt of any proceeds of insurance or condemnation or expropriation awards paid in respect of any Other Collateral, Borrowers shall prepay Term Loans in an amount equal to such proceedsexcess. If any such excess remains after repayment in full of the aggregate outstanding Swing Loans and Revolving Loans of the Borrowers or such Borrower (as the case may be), subject the Borrowers or such Borrower, as applicable, shall provide cash collateral for the Letter of Credit Obligations in the manner set forth in Section 9.3 (Actions in Respect of Letters of Credit) to Section 8.6.2the extent required to eliminate such excess. (d) Concurrently with any incurrence The Borrowers hereby irrevocably waive the right to direct the application of Debt by an Obligor all funds in the Cash Collateral Account (other than Debt permitted under Section 10.2.1), Borrower shall prepay Term Loans in an amount equal to any proceeds arising from a Reinvestment Event that are held in the net proceeds Cash Collateral Account pending application of such incurrence proceeds as specified in a Reinvestment Notice) and agree that the Administrative Agent may, and, upon the written direction of Debtthe Requisite Lenders or Supermajority Lenders, shall, except as provided in Section 2.13(f) (Payments and Computations), apply all payments in respect of any Obligations and all available funds in the Cash Collateral Account on a daily basis as follows: first, to repay the outstanding principal amount of the Swing Loans until such Swing Loans have been repaid in full; second, to repay the outstanding principal balance of the Revolving Loans AMENDED AND RESTATED CREDIT AGREEMENT SUNTRON CORPORATION until such Revolving Loans shall have been repaid in full; and then to any other Obligation then due and payable. The Administrative Agent agrees so to apply such funds and the Borrowers consent to such application. If, following such application, there are no Loans outstanding and no other Obligations that are then due and payable (and cash collateral has been provided in the amount of 105% of all outstanding Letter of Credit Obligations), then the Administrative Agent shall cause any remaining funds in the Cash Collateral Account to be paid at the written direction of the Company. (e) On the Revolver Termination Date, Borrowers shall prepay all Term Loans (unless sooner repaid hereunder).

Mandatory Prepayments. The Borrowers shall prepay the Loans as follows: (ai) If If, at any time, the aggregate Effective Amount of all Revolving Loans, Swing Line Loans and L/C Obligations then outstanding principal amount of the Term Loans exceeds the Term Total Revolving Loan Maximum Amount Commitment at such time, the Borrowers shall, on shall immediately (A) prepay the sooner of Agent’s demand or Swing Line Loans to the first Business Day after any Borrower has knowledge thereof, repay the outstanding Term extent Swing Line Loans in an a sufficient amount sufficient to cause are then outstanding, (B) then prepay the aggregate outstanding principal amount of the Term Revolving Loans to be less than or equal to the Term Loan Maximum Amount extent Revolving Loans in a sufficient amount are then in effect. outstanding and (bC) Concurrently with any Permitted Asset Disposition of Other Collateralotherwise, Borrowers shall prepay Term Loans Cash Collateralize the Obligations in an amount equal to the then Effective Amount of the L/C Obligations, in an aggregate principal amount equal to such excess. (ii) The Borrowers shall repay each Swing Line Loan on the earlier to occur of (A) the date ten Business Days after such Loan is made and (B) Revolving Loan Maturity Date. (iii) If, during any calendar year, any Loan Party sells or otherwise disposes of any assets (other than sales permitted under Sections 5.02(c)), the Borrowers shall, immediately after the completion of each sale or other disposition, prepay the outstanding Term Loans and the other Obligations in the manner set forth in Section 2.07(d), in an aggregate principal amount equal to one hundred percent (100%) of the Net Proceeds from such sale or other disposition; provided, however, that if such sale or other disposition occurs prior to the time when the Term Loans have been loaned to the Borrowers, such sale or other disposition shall result in an automatic and permanent reduction of the Term Loan Commitment in an amount equal to the amount that would otherwise have been required to be prepaid pursuant to this Section had such Term Loans been outstanding at such time. Notwithstanding the foregoing, the Borrowers shall not be required to make a prepayment pursuant to this clause (iii) with respect to any sale (a “Relevant Sale”) if the Borrowing Agent advises the Administrative Agent in writing at the time the Net Proceeds from such Relevant Sale are received that the Borrowers intend to reinvest all or any portion of such Net Proceeds in replacement assets to the extent (A) such Net Proceeds are in fact committed to be reinvested by the Borrowers pursuant to a purchase contract providing for the acquisition of such replacement assets that is executed by one or more Borrower and the related seller within 90 days from the date of such Relevant Sale and (B) the acquisition of such replacement assets occurs within 180 days from the date on which such purchase contract is so executed and delivered. If, at any time after the occurrence of a Relevant Sale and prior to the acquisition of the related replacement assets, the 90 or 180-day period provided in clause (A) or (B) of the preceding sentence shall elapse without execution of the related purchase contract (in the case of clause (A)) or the occurrence of the related acquisition (in the case of clause (B)) or a Default shall occur, then the Borrowers shall immediately prepay the Loans in the amount and in the manner described in the first sentence of this clause (iii). (iv) If, at any time after the Funding Date, any Loan Party issues or incurs any Indebtedness for borrowed money, including Indebtedness evidenced by notes, bonds, debentures or other similar instruments but excluding Permitted Indebtedness, the Borrowers shall, immediately after such issuance or incurrence, prepay the outstanding Term Loans and the other Obligations in the manner set forth in Section 2.07(d), in an aggregate principal amount equal to one hundred percent (100%) of the Net Proceeds of such dispositionIndebtedness; provided, however, that if such issuance or incurrence occurs prior to the time when the Term Loans have been loaned to the Borrowers, such issuance or incurrence shall result in an automatic and permanent reduction of the Term Loan Commitment in an amount equal to the amount that would otherwise have been required to be prepaid pursuant to this Section had such Term Loans been outstanding at such time. (v) If, at any time, any Loan Party issues or sells any Equity Securities resulting in Net Proceeds, the Borrowers shall, immediately after such issuance or sale, prepay the outstanding Term Loans and the other Obligations in the manner set forth in Section 2.07(d), in an aggregate principal amount equal to fifty percent (50%) of the Net Proceeds of such Equity Securities; provided, however, that if such issuance or sale occurs prior to the time when the Term Loans have been loaned to the Borrowers, such issuance or sale shall result in an automatic and permanent reduction of the Term Loan Commitment in an amount equal to the amount that would otherwise have been required to be prepaid pursuant to this Section had such Term Loans been outstanding at such time; and provided, further, however, that if some or all of the proceeds of such issuance or sale of Equity Securities are used to prepay all or a portion of the Permitted Subordinated Indebtedness (to the extent permitted hereunder), the amount used to prepay such Permitted Subordinated Indebtedness shall not be included in the calculation of any mandatory prepayment required pursuant to this Section 2.07(c)(v). No later than three (3) Business Days following (x) the date of receipt by a Loan Party or the Administrative Agent of any Net Insurance Proceeds or Net Condemnation Proceeds, or (y) if applicable, the end of the 180th day period described in the proviso below), the Borrowers shall prepay the outstanding Term Loans and the other Obligations in the manner set forth in Section 2.07(d) in an aggregate principal amount equal to one hundred percent (100%) of the aggregate amount of the sum of such Net Insurance Proceeds and Net Condemnation Proceeds in such fiscal year (excluding any amounts used to repair, restore or replace assets in accordance with the immediately following proviso); provided, however, that, so long as no Default or Event of Default has shall have occurred and is be continuing, Net Proceeds from any single such Asset Disposition in an amount not in excess of $2,000,000 the Borrowers shall not be required obligated to be so applied make a prepayment under this clause (v) (and the Administrative Agent shall make available to the Borrowers such Net Insurance Proceeds and Net Condemnation Proceeds) if and to the extent that: (A) the Borrowers deliver to advise the Administrative Agent a certificate stating in writing at the time they or the Administrative Agent receive such proceeds that Obligors they or another Loan Party intend to use repair, restore or replace the assets from which such Net Insurance Proceeds or Net Condemnation Proceeds derived and demonstrates to acquire assets the reasonable satisfaction of the Administrative Agent that are used they have sufficient moneys available (inclusive of such proceeds) after taking into account projected cash flow needs to complete such repair, restoration or useful in the business of Obligors replacement, and do so within 180 days of receipt thereof, (it being understood that, except as provided in subparagraph (B) of this Section 2.07(c)(v), any Net Insurance Proceeds or Net Condemnation Proceeds retained by the receipt of Borrowers but not actually expended within such time period to repair, restore or replace the assets from which such Net Proceeds, it being expressly agreed Insurance Proceeds or Net Condemnation Proceeds derived shall at that all such Net Proceeds not so reinvested shall time immediately be immediately applied used to prepay the Loans upon Loans); or (B) the expiration Net Condemnation Proceeds are derived from the settlement of such 180 day periodand/or the entry of a final judgment in, the condemnation action instituted by the City of Reno against Zante (Case No. CV03-01903 in the Second Judicial District Court of the State of Nevada In and For the County of Washoe) in conjunction with the City’s ReTRAC Project. (cvi) Concurrently with the receipt of any proceeds of insurance or condemnation or expropriation awards paid in respect of any Other Collateral, The Borrowers shall prepay Term Loans in an amount equal deliver to such proceedsthe Administrative Agent, subject to at the time of each prepayment required under this Section 8.6.2. (d) Concurrently with any incurrence of Debt by an Obligor (other than Debt permitted under Section 10.2.12.07(c), Borrower (A) a certificate signed by a Responsible Officer of the Borrowing Agent setting forth in reasonable detail the calculation of the amount of such prepayment and (B) to the extent practicable, at least three days prior written notice of such prepayment. Each notice of prepayment shall prepay Term specify the prepayment date and the Type and principal amount of each Loan (or portion thereof) to be prepaid. In the event that the Borrowers shall subsequently determine that the actual amount was greater than the amount set forth in such certificate, the Borrowers shall promptly make an additional prepayment of the Loans (and/or, if applicable, the Revolving Loan Commitments shall be permanently reduced) in an amount equal to the net proceeds amount of such incurrence of Debt. (e) On excess, and the Revolver Termination Date, Borrowers shall prepay all Term Loans (unless sooner repaid hereunder)concurrently therewith deliver to the Administrative Agent a certificate signed by a Responsible Officer of the Borrowing Agent demonstrating the derivation of the additional amount resulting in such excess.

Mandatory Prepayments. (ai) If at any timetime the outstanding balance of the aggregate Revolving Loan exceeds the lesser of (A) the Maximum Amount and (B) the Aggregate Borrowing Base, in each case less the aggregate outstanding principal amount of the Term Loans exceeds the Term Swing Line Loan Maximum Amount at such time, then Borrowers shall, on the sooner of Agent’s demand or the first Business Day after any Borrower has knowledge thereof, shall immediately repay the outstanding Term Loans in an amount sufficient to cause the aggregate outstanding principal 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 Annex B to the extent required to eliminate such excess. Furthermore, if at any time the outstanding balance of the Revolving Loan of any Borrower exceeds such Borrower's separate Borrowing Base less the outstanding balance of the Swing Line Loan of such Borrower at such time, then such Borrower shall immediately repay its Revolving Credit Advances in the amount of such excess (and, if necessary, shall provide cash collateral for its Letter of Credit Obligations as described above). Notwithstanding the Term Loans foregoing, any Overadvance made pursuant to Section 1.1(a)(iii) shall be less than or equal to the Term Loan Maximum Amount then in effectrepaid only on demand. (bii) Concurrently with Except as otherwise permitted in any Permitted Asset Disposition Loan Documents, immediately upon receipt by any Credit Party of Other Collateralcash proceeds of any asset disposition or any sale of Stock of any Subsidiary of any Credit Party, Borrowers shall prepay Term Loans the Loans, in each case in an amount equal to the Net Proceeds all such proceeds, net of (A) commissions and other reasonable and customary transaction costs, fees and expenses properly attributable to such disposition; providedtransaction and payable by Borrowers in connection therewith (in each case, thatpaid to non-Affiliates), so long as no Default or Event (B) transfer taxes, (C) amounts payable to holders of Default has occurred and is continuing, Net Proceeds from any single such Asset Disposition in an amount not in excess of $2,000,000 shall not be required to be so applied senior Liens (to the extent Borrowers deliver to Agent a certificate stating that Obligors intend to use such Net Proceeds to acquire assets that are used or useful Liens constitute Permitted Encumbrances hereunder), if any, and (D) an appropriate reserve for income taxes in the business of Obligors within 180 days of the receipt of accordance with GAAP in connection therewith. Any such Net Proceeds, it being expressly agreed that all such Net Proceeds not so reinvested prepayment shall be immediately applied to prepay the Loans upon the expiration of such 180 day period. (c) Concurrently in accordance with the receipt of any proceeds of insurance or condemnation or expropriation awards paid in respect of any Other Collateral, Borrowers shall prepay Term Loans in an amount equal to such proceeds, subject to Section 8.6.2. (d) Concurrently with any incurrence of Debt by an Obligor (other than Debt permitted under Section 10.2.1), Borrower shall prepay Term Loans in an amount equal to the net proceeds of such incurrence of Debt. (e) On the Revolver Termination Date, Borrowers shall prepay all Term Loans (unless sooner repaid hereunder1.3(c).

Mandatory Prepayments. (a) If at The Borrower shall, on each date when any timereduction in the applicable Commitment shall become effective, including pursuant to Section ------- 2.2, make a mandatory prepayment of all applicable Loans equal to the --- excess, if any, of the aggregate outstanding principal amount of all applicable Loans over the Term Loans exceeds the Term Loan Maximum Amount at such time, Borrowers shall, on the sooner of Agent’s demand or the first Business Day after any Borrower has knowledge thereof, repay the outstanding Term Loans in an amount sufficient to cause the aggregate outstanding principal amount of the Term Loans to be less than or equal to the Term Loan Maximum Amount then in effectapplicable Commitment. (b) Concurrently with If at any Permitted Asset Disposition time the Effective Amount of Other Collateralthe Facility A Loans exceeds the lesser of (x) the combined Facility A Commitments then in effect and (y) the Facility A Borrowing Base, Borrowers the Borrower shall immediately prepay Term Loans such Facility A Loan in an aggregate principal amount equal to such excess. Amounts prepaid pursuant to this Section may be reborrowed; provided that the Net Proceeds of such disposition; provided, that, so long as no Default or Event of Default has occurred and aggregate Facility A Commitment is continuing, Net Proceeds from any single such Asset Disposition in an amount not in excess of $2,000,000 shall not be required to be so applied to the extent Borrowers deliver to Agent a certificate stating that Obligors intend to use such Net Proceeds to acquire assets that are used or useful in the business of Obligors within 180 days of the receipt of such Net Proceeds, it being expressly agreed that all such Net Proceeds not so reinvested shall be immediately applied to prepay the Loans upon the expiration of such 180 day periodexceeded thereby. (c) Concurrently with If at any time the receipt Effective Amount of any proceeds of insurance or condemnation or expropriation awards paid the Facility B Loans exceeds the combined Facility B Loan Commitments then in respect of any Other Collateraleffect, Borrowers the Borrower shall immediately prepay Term Loans such Facility B Loan in an aggregate principal amount equal to such proceedsexcess, subject together with commitment fees accrued to Section 8.6.2the date of such payment. (d) Concurrently In the event any Asset Disposition results in Excess Sale Proceeds which are (i) not reinvested within ninety (90) days of such disposition in replacement assets or not deposited with any incurrence the Agent within ninety (90) days of Debt by an Obligor such disposition to be reinvested in such replacement assets, or (other than Debt permitted under ii) deposited with the Agent within ninety (90) days of such disposition but which are not reinvested within one-hundred eighty (180) days of such disposition all as provided Section 10.2.18.2.8(b), Borrower such Excess Sale ---------------- Proceeds shall prepay Term be applied first to the prepayment of the Facility B Loans in an inverse order of maturity and, second to prepayment of the Facility A Loans. In the instance that Facility A Loans are so prepaid, the Facility A Commitment shall be reduced permanently by the amount equal to the net proceeds of such incurrence of Debtprepayment. (e) On The Borrower shall, immediately upon any acceleration of the Revolver Stated Maturity Date of any Loans pursuant to Section 9.2 or Section 9.3, ------------ ----------- repay all such Loans. (f) The Borrower shall prepay amounts in accordance with Section ------- 8. (g) In the event any Casualty Event affecting any property of the Borrower or any of the Material Subsidiaries which results in insurance, condemnation award or other compensation in excess of $250,000 ("Casualty -------- Proceeds") which Casualty Proceeds are (i) not reinvested within ninety -------- (90) days of receipt of such Casualty Proceeds in replacement assets shall be applied to the prepayment of the Senior Debt in accordance with the procedures set forth in the foregoing clause (d) for Excess Proceeds. Except as otherwise provided above, mandatory prepayments shall be applied first to the Facility B Loans, then the Facility A Loans. Subsequent to the Facility B Loan Conversion Date, each voluntary prepayment of Facility B Loans made pursuant to Section 3.1.2 and each mandatory prepayment of Facility B Loans made ------------- pursuant to Section 3.1.3 shall be applied, to the extent of such prepayment, to ------------- the repayments of the Facility B Loans installments in inverse order of maturity. Each prepayment of any Loans made pursuant to this Section shall be without premium or penalty, except as may be required by Section 5.4. No voluntary ----------- prepayment of principal of any Facility A Loan or Facility B Loan prior to the applicable Commitment Termination Date, Borrowers shall prepay all Term Loans (unless sooner repaid hereunder)cause a reduction in the Facility A Commitment or Facility B Commitment, as applicable.

Mandatory Prepayments. (ai) If at Within five (5) Business Days after the Borrower's or any timeof the Borrower's Subsidiaries' receipt of any proceeds of sale of a Security (as defined in the Asset Appreciation Agreement) (other than a Security constituting a New Investment (as defined in the Other Credit Agreement)) or a Primary Operating Asset, the aggregate outstanding principal amount Borrower shall make or cause to be made a mandatory prepayment of the Term Loans exceeds the Term A Loan Maximum Amount at such time, Borrowers shall, on the sooner of Agent’s demand or the first Business Day after any Borrower has knowledge thereof, repay the outstanding Term Loans in an amount sufficient to cause the aggregate outstanding principal amount of the Term Loans to be less than or equal to the Term Loan Maximum Amount then in effect. (b) Concurrently with any Permitted Asset Disposition of Other Collateral, Borrowers shall prepay Term Loans in an amount equal to the Net Proceeds amount of such dispositionthe Term A Loan and the Other Loan then outstanding multiplied by the then applicable Prepayment Percentage; provided, thathowever, that if the applicable Prepayment Percentage cannot be determined on such date of payment due to the Borrower'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 no Default or Event of Default has occurred and is continuing, Net Proceeds from any single on such Asset Disposition in an amount not in excess of $2,000,000 shall not be required to be so applied to date the extent Borrowers deliver to Agent Borrower makes a certificate stating that Obligors intend to use such Net Proceeds to acquire assets that are used or useful in the business of Obligors within 180 days prepayment of the receipt of such Net Proceeds, it being expressly agreed that all such Net Proceeds not so reinvested shall be immediately applied to prepay the Loans upon the expiration of such 180 day period. (c) Concurrently with the receipt of any proceeds of insurance or condemnation or expropriation awards paid in respect of any Other Collateral, Borrowers shall prepay Term Loans in an amount equal to such proceeds, subject to Section 8.6.2. (d) Concurrently with any incurrence of Debt by an Obligor (other than Debt permitted under Section 10.2.1), Borrower shall prepay Term Loans A Loan in an amount equal to the net 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 Term A Loan restrictions contained in Contractual Obligations of CHF existing on the Closing Date prohibit the distribution of proceeds of such incurrence transaction to the Borrower, then the Borrower shall not be required to make such a prepayment to the extent of Debtsuch prohibition until the removal or termination of such restriction; (ii) Within two (2) Business Days of the aggregate Fair Market Value of the UAG Stock pledged to the Lender under the Pledge Agreement being less than 200% of the principal amount of the Term B Loan then outstanding the Borrower shall prepay the Term B Loan in amount necessary so that such Fair Market Value of such UAG Stock is in amount equal to or greater than 200% of the principal amount of the Term B Loan (after giving effect to said prepayment). (eiii) On Immediately upon the Revolver Termination Datereceipt by the Borrower or any of its Subsidiaries or Affiliates of the proceeds of the disposition of any shares of Foamex Common Stock (other than Foamex Stock constituting New Investments), Borrowers shall the Borrower will prepay all the Term Loans (unless sooner repaid hereunder)B Loan and Term C Loan in full.

Mandatory Prepayments. (a) If at The Borrower, without notice or demand, shall immediately prepay the Revolving Credit Loans under any timeRevolving Facility, the aggregate outstanding principal amount of the Term Loans exceeds the Term Loan Maximum Amount at or cause such time, Borrowers shall, on the sooner of Agent’s demand or the first Business Day after any Borrower has knowledge thereof, repay the outstanding Term Loans in an amount sufficient to cause the aggregate outstanding principal amount of the Term Loans to be less than or equal prepaid by the Regular Subsidiary Borrowers, to the Term Loan Maximum Amount then extent, if any, that the Available Facility A Commitments, the Available Facility B Commitments, the Available Facility C Commitments or the Available Facility D Commitments, as the case may be, are negative, together with accrued interest to the date of such prepayment on the amount so prepaid; provided that if such prepayment is required solely as a result of a change in effectthe aggregate Dollar Equivalent of the Revolving Credit Loans in euros or an Optional Currency, no prepayment shall be made unless such prepayment is required pursuant to subsection 2.24 under the applicable Revolving Facility. (b) Concurrently Unless the Required Prepayment Lenders shall otherwise agree, until the Term Loans have been repaid in full, if any Capital Stock or other equity shall be issued by the Borrower or any of its Subsidiaries (other than to the Borrower or any Regular Subsidiary Borrower), an amount equal to 50% of the Net Cash Proceeds thereof or the equivalent thereof shall be applied on the date of such issuance toward the prepayment of the Term Loans as set forth in subsection 2.12(g); provided that no prepayment under this subsection 2.12(b) shall be required if the Leverage Ratio as most recently determined on or prior to such date in accordance with this Agreement is less than 3.5 to 1.0. (c) Unless the Required Prepayment Lenders shall otherwise agree, until the Term Loans have been repaid in full, if any Permitted Indebtedness shall be incurred by the Borrower or any of its Subsidiaries (excluding any Indebtedness incurred in accordance with subsection 7.6), the Borrower shall apply an amount equal to 100% of the Net Cash Proceeds thereof or the equivalent thereof on the date of such incurrence toward the prepayment of the Term Loans. (d) Unless the Required Prepayment Lenders shall otherwise agree, if on any date the Borrower or any of its Subsidiaries shall receive Net Cash Proceeds from any Asset Disposition Sale (including any Asset Sale permitted under clause (c) of Other Collateralsubsection 7.9) or Recovery Event then, Borrowers unless a Reinvestment Notice shall prepay be delivered in respect thereof, an amount equal to such Net Cash Proceeds shall be applied by the Borrower or its Subsidiaries toward the prepayment of Term Loans and the reduction of the Revolving Credit Commitments as set forth in Section 2.12(g); provided, that, notwithstanding the foregoing, (i) Net Cash Proceeds of any Asset Sale specified in any Reinvestment Notice must be reinvested within one year from the date such Net Cash Proceeds are received by the Borrower or any of its Subsidiaries 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 Term Loans and the reduction of the Revolving Credit Commitments as set forth in subsection 2.12(g). (e) Unless the Required Prepayment Lenders shall otherwise agree, until the Term Loans have been repaid in full, if, for any fiscal year of the Borrower commencing with the fiscal year ending September 30, 2004, there shall be Excess Cash Flow, the Borrower shall, on the relevant Excess Cash Flow Application Date, apply the ECF Percentage of such Excess Cash Flow toward the prepayment of the Term Loans. 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 subsection 6.1(a), for the fiscal year with respect to which such prepayment is made, are 42 required to be delivered to the Lenders and (ii) the date such financial statements are actually delivered. (f) Unless the Required Prepayment Lenders shall otherwise agree, if any Existing Senior Subordinated Notes remain outstanding as of July 31, 2004, the Borrower shall make a prepayment of the Term Loans in an amount equal to the Net Proceeds aggregate principal amount thereof. (g) Unless the Required Prepayment Lenders shall otherwise agree, amounts to be applied in connection with prepayments and Revolving Credit Commitment reductions made pursuant to clause (d) of such dispositionthis subsection 2.12 shall be applied, first, to the prepayment of the Term Loans until paid in full and, second, to reduce permanently the Revolving Credit Commitments, ratably among the Revolving Facilities; provided, that, so long as no Default or Event of Default has occurred and is continuing, provided that amounts to be applied in connection with Net Proceeds from any single such Asset Disposition in an amount not in excess of $2,000,000 shall not be required to be so applied to the extent Borrowers deliver to Agent a certificate stating that Obligors intend to use such Net Proceeds to acquire assets that are used or useful in the business of Obligors within 180 days of the receipt of such Net Proceeds, it being expressly agreed that all such Net Proceeds not so reinvested shall be immediately applied to prepay the Loans upon the expiration of such 180 day period. Sale under clause (c) Concurrently with of subsection 7.9 shall be applied, first, to reduce permanently the receipt of any proceeds of insurance or condemnation or expropriation awards paid in respect of any Other CollateralRevolving Credit Commitments, Borrowers shall prepay Term Loans in an amount equal to such proceedsratably among the Revolving Facilities, subject to Section 8.6.2. (d) Concurrently with any incurrence of Debt by an Obligor (other than Debt permitted under Section 10.2.1)and second, Borrower shall prepay Term Loans in an amount equal to the net proceeds prepayment of such incurrence of Debtthe Term Loans. (e) On the Revolver Termination Date, Borrowers shall prepay all Term Loans (unless sooner repaid hereunder).

Mandatory Prepayments. The Borrower shall prepay (aor Cash Collateralize, as applicable) If the Obligations as follows: (i) If, at any time, the aggregate Effective Amount of all Revolving Loans, Swing Line Loans and L/C Obligations then outstanding principal amount of the Term Loans exceeds the Term Total Revolving Loan Maximum Amount Commitment at such time, Borrowers shall, on the sooner of Agent’s demand or Borrower shall immediately (A) prepay the first Business Day after any Borrower has knowledge thereof, repay Swing Line Loans to the outstanding Term extent Swing Line Loans in an a sufficient amount sufficient to cause are then outstanding, (B) then prepay the aggregate outstanding principal amount of the Term Revolving Loans to be less than or equal to the Term Loan Maximum Amount then in effect. (b) Concurrently with any Permitted Asset Disposition of Other Collateral, Borrowers shall prepay Term extent Revolving Loans in a sufficient amount are then outstanding and (C) otherwise, if an amount equal to the Net Proceeds of such disposition; provided, that, so long as no Default or Event of Default has occurred and is continuing, Cash Collateralize the Obligations in an amount equal to 105% of the then Effective Amount of the L/C Obligations, in an aggregate principal amount equal to such excess. (ii) The Borrower shall repay each Swing Line Loan on the earlier to occur of (A) the second Swing Line Settlement Date occurring after such Swing Line Loan is made and (B) the Revolving Loan Maturity Date. (iii) If, at any time after the Closing Date, any Loan Party sells or otherwise disposes of any assets (other than (x) sales made in the ordinary course of business and (y) other sales permitted under Section 5.02(c) (excluding Section 5.02(c)(v)(I) with respect to the asset sales only and Section 5.02(c)(xiii) thereof)) in any single transaction or series of related transactions and the Net Proceeds from such sale or disposition exceed $2,500,000, the Borrower shall, not later than thirty (30) days after the completion of each such sale or other disposition, prepay (or Cash Collateralize, as applicable) the outstanding Loans and other Obligations in the manner set forth in Section 2.06(d), in each case, in an aggregate principal amount equal to one hundred percent (100%) of the Net Proceeds from any single such Asset Disposition in an amount not in excess of $2,000,000 sale or disposition. Notwithstanding the foregoing, the Borrower shall not be required to be so applied make a prepayment pursuant to this Section 2.06(c)(iii) with respect to any sale or other disposition (a “Relevant Sale”) if the extent Borrowers deliver Borrower advises the Administrative Agent in writing within thirty (30) days after the completion of each such Relevant Sale that the applicable Loan Party intends to Agent a certificate stating that Obligors intend to use reinvest all or any portion of such Net Proceeds to acquire in productive assets that are used or useful in the business of Obligors the Loan Parties to the extent the reinvestment in such productive assets occurs within twelve (12) months after the date of such Relevant Sale, or, if the applicable Loan Party enters into a binding commitment during such twelve (12) month period, within 180 days after the expiration of such twelve (12) month period. If, at any time after the occurrence of a Relevant Sale and prior to the acquisition of the related replacement assets, the periods provided in the preceding sentence shall elapse or an Event of Default described in Section 6.01(a), (f) or (g) shall occur, then the Borrower shall immediately prepay (or Cash Collateralize, as applicable), the outstanding Loans and other Obligations in the amount and in the manner described in the first sentence of this Section 2.06(c)(iii). (iv) If, at any time after the Closing Date, any Loan Party issues or incurs any Indebtedness for borrowed money, including Indebtedness evidenced by notes, bonds, debentures or other similar instruments but excluding Permitted Indebtedness, the Borrower shall, immediately after such issuance or incurrence, prepay (or Cash Collateralize, as applicable) the outstanding Loans and other Obligations in the manner set forth in Section 2.06(d), in each case, in an aggregate principal amount equal to one hundred percent (100%) of the Net Proceeds of such Indebtedness. (v) If, at any time after the Closing Date, any Loan Party issues or sells any Equity Securities or receives any equity capital contribution from any other Person (other than through the issuance of (x) Equity Securities by any Loan Party to another Loan Party, (y) the contribution of capital by any Loan Party to another Loan Party or (z) any Equity Interest of any Person (A) pursuant to any employee stock or stock option compensation plan, (B) to the management of the target of a Permitted Acquisition by way of “roll-over” equity or pursuant to new subscription by such management or (C) the proceeds of such issuance are used to pay the purchase price of a pending Permitted Acquisition; provided that if (a) such Net Proceeds are not used to pay the purchase price of such Permitted Acquisition and (b) such Net Proceeds are not used to pay the purchase price of one or more other Permitted Acquisitions or used to make Investments permitted by this Agreement, in each case, within one (1) year after such Net Proceeds arise, such Net Proceeds shall be used to make prepayments subject to this Section 2.06(c)(v) without giving effect to this parenthetical) and receives aggregate Net Proceeds from all such issuances and sales of Equity Securities and such equity capital contributions in excess of $35,000,000, the Borrower shall, within (5) Business Days receipt of such Net Proceeds, it being expressly agreed that all prepay (or Cash Collateralize, as applicable) the outstanding Loans and other Obligations in the manner set forth in Section 2.06(d), in each case, in an aggregate principal amount equal to the following applicable percentage of such aggregate Net Proceeds not so reinvested shall be immediately applied in excess of $35,000,000: (I) twenty five percent (25%) (when the Total Leverage Ratio as of the last day of the most recent fiscal quarter for which the Borrower has delivered Holdings’ Financial Statements is greater than 3.00:1.00) and (II) zero percent (0%) (when the Total Leverage Ratio as of the last day of the most recent fiscal quarter for which the Borrower has delivered Holdings’ Financial Statements is less than or equal to prepay the Loans upon the expiration of such 180 day period3.00:1.00). (cvi) Concurrently with Not later than thirty (30) days after the date of receipt (the “Receipt Date”) by a Loan Party (or the Administrative Agent) of any proceeds of insurance Net Insurance Proceeds or condemnation Net Condemnation Proceeds which exceed $2,500,000 in connection with a particular circumstance or expropriation awards paid in respect of any Other Collateralevent, Borrowers the Borrower shall prepay Term (or Cash Collateralize, as applicable) the outstanding Loans and other Obligations in the manner set forth in Section 2.06(d) in an amount equal to such proceedsNet Insurance Proceeds or Net Condemnation Proceeds. Notwithstanding the foregoing, subject the Borrower shall not be required to make a prepayment pursuant to this Section 8.6.22.06(c)(vi) with respect to any particular Net Insurance Proceeds or Net Condemnation Proceeds if the Borrower advises the Administrative Agent in writing within 30 days after the related Receipt Date that it or another Loan Party intends to (x) repair, restore or replace the assets from which such Net Insurance Proceeds or Net Condemnation Proceeds were derived or (y) invest in productive assets used in the business of the Loan Parties, to the extent such repair, restoration, replacement or investment is completed within twelve (12) months after the related Receipt Date or, if the applicable Loan Party enters into a binding commitment during such twelve (12) month period, within one hundred and eighty (180) days after the expiration of such twelve (12) month period. If, at any time after the occurrence of a Receipt Date and prior to the completion of the corresponding repair, restoration or replacement, the applicable periods provided in the preceding sentence shall elapse without the completion of the related repair, restoration or replacement, or an Event of Default described in Section 6.01(a), (f) or (g) shall occur, then the Borrower shall immediately prepay (or Cash Collateralize, as applicable) the outstanding Loans and other Obligations in the amount and in the manner described in the first sentence of this Section 2.06(c)(vi). (dvii) Concurrently with any incurrence The Borrower shall deliver to the Administrative Agent, at the time of Debt by an Obligor each prepayment (other than Debt permitted or Cash Collateralization, as applicable) required under this Section 10.2.12.06(c), (A) a certificate signed by a Responsible Officer of the Borrower setting forth in reasonable detail the calculation of the amount of such prepayment (or Cash Collateralization, as applicable) and (B) to the extent practicable, at least three days prior written notice of such prepayment (or Cash Collateralization, as applicable). Each notice of prepayment (or Cash Collateralization, as applicable) shall specify the prepayment (or Cash Collateralization, as applicable) date and the Type and principal amount of each Loan (or portion thereof) to be prepaid. In the event that the Borrower shall prepay Term subsequently determine that the actual amount required to be prepaid (or Cash Collateralized, as applicable) was greater than the amount set forth in such certificate, the Borrower shall promptly make an additional prepayment of the Loans (and/or, if applicable, the Revolving Loan Commitments shall be permanently reduced) and/or deliver additional Cash Collateral in an amount equal to the net proceeds amount of such incurrence excess, and the Borrower shall concurrently therewith deliver to the Administrative Agent a certificate signed by a Responsible Officer of Debtthe Borrower demonstrating the derivation of the additional amount resulting in such excess. (e) On the Revolver Termination Date, Borrowers shall prepay all Term Loans (unless sooner repaid hereunder).

Mandatory Prepayments. (ai) In the event of the termination of all the Revolving Commitments, the Borrowers, jointly and severally, shall, on the date of such termination, repay or prepay all outstanding Revolving Loans and Swingline Loans and either (A) replace all outstanding Letters of Credit or (B) Cash Collateralize all outstanding Letters of Credit in accordance with the procedures set forth in Section 2.18(i). (ii) In the event of any partial reduction of the Revolving Commitments by the Borrowers, then (x) at or prior to the effective date of such reduction, the Administrative Agent shall notify the Administrative Borrower and the Revolving Lenders of the Total Revolving Exposure after giving effect thereto and (y) if the Total Revolving Exposures would exceed the aggregate amount of Revolving Commitments after giving effect to such reduction, then the Borrowers, jointly and severally, shall, on the date of such reduction, first, repay or prepay Swingline Loans, second, repay or prepay Revolving Loans and third, replace outstanding Letters of Credit or Cash Collateralize outstanding Letters of Credit in accordance with the procedures set forth in Section 2.18(i) in an aggregate amount sufficient to eliminate such excess. (iii) If at any time, time the aggregate outstanding principal amount of the Term Loans Total Revolving Exposure exceeds the Term Loan Maximum Amount Revolving Commitments at such time, Borrowers the Borrowers, jointly and severally, shall, on the sooner of Agent’s demand without notice or the first Business Day after any Borrower has knowledge thereofdemand, immediately first, repay or prepay Swingline Loans, second, repay or prepay Revolving Loans, and third, replace outstanding Letters of Credit or Cash Collateralize outstanding Letters of Credit in accordance with the outstanding Term Loans procedures set forth in Section 2.18(i) in an aggregate amount sufficient to cause eliminate such excess. (iv) In the event that the aggregate Dollar Amount of the LC Exposure exceeds the LC Commitment then in effect, the Borrowers, jointly and severally, shall, without notice or demand, immediately replace outstanding Letters of Credit or Cash Collateralize outstanding Letters of Credit in accordance with the procedures set forth in Section 2.18(i) in an aggregate amount sufficient to eliminate such excess. (v) No later than the earlier of (i) 90 days after the end of each Excess Cash Flow Period and (ii) the date on which the financial statements with respect to such fiscal year in which such Excess Cash Flow Period occurs are delivered pursuant to Section 5.01(a), the Borrowers, jointly and severally, shall (subject to Section 2.10(h)) make prepayments in accordance with Section 2.10(d) in an aggregate principal amount equal to 50% of Excess Cash Flow for the Excess Cash Flow Period then ended; provided that the aggregate principal amount of the optional prepayments of Term Loans made pursuant to be less than or equal Section 2.10(a) (and including any Term Loans prepaid pursuant to a Discounted Prepayment Offer, but in the case of a Discounted Prepayment Offer, limited to the amount of cash actually expended to purchase principal of such Term Loan Maximum Amount then Loans) and the aggregate principal amount of optional prepayments of Revolving Loans (but only to the extent accompanied by a permanent reduction in effectthe Total Revolving Commitments), in each case made during such Excess Cash Flow Period with Internally Generated Funds shall reduce on a dollar-for-dollar basis the amount of such mandatory prepayment otherwise required pursuant to this Section 2.10(b)(v) in respect of such Excess Cash Flow Period. (bvi) Concurrently with Not later than five Business Days following the receipt of any Permitted Asset Disposition of Other Collateral, Borrowers shall prepay Term Loans in an amount equal to the Net Cash Proceeds of any Asset Sale or Casualty Event by any Restricted Party (other than Net Cash Proceeds of less than $5,000,000 in the aggregate in any fiscal year of the Administrative Borrower), the Borrowers, jointly and severally, shall (subject to Section 2.10(h)) apply 100% of such dispositionNet Cash Proceeds to make prepayments in accordance with Section 2.10(d); provided, provided that, : (x) so long as no Default shall then exist or would arise therefrom, such Net Cash Proceeds shall not be required to be so applied on such date to the extent that the Administrative Borrower shall have delivered an Officer’s Certificate to the Administrative Agent on or prior to such date stating that such Net Cash Proceeds are reasonably expected to be reinvested (or committed to be reinvested) in fixed or capital assets of any Borrower or any Subsidiary Guarantor (or, with respect to the Net Cash Proceeds from the sale of any Equity Interests in any Specified Joint Venture, in a vessel (or vessels) that will become a Collateral Vessel (or Collateral Vessels)) within 12 months following the date of such Asset Sale or Casualty Event, as applicable (which Officer’s Certificate shall set forth the estimates of the Net Cash Proceeds to be so expended); provided that, if the property subject to such Asset Sale or Casualty Event constituted Collateral or Equity Interests in a Specified Joint Venture, then all property purchased or otherwise acquired with the Net Cash Proceeds thereof pursuant to this subsection shall be made subject to the First Priority perfected Lien (subject to Permitted Liens or, in the case of any Vessels, Permitted Collateral Vessel Liens) of the applicable Security Documents in favor of the Collateral Agent, for its benefit and for the benefit of the other Secured Parties in accordance with Section 5.10 and the preceding proviso in the case of the sale of any Equity Interests in any Specified Joint Ventures; and (y) if all or any portion of such Net Cash Proceeds is not so reinvested within such 12-month period (or if committed to be reinvested pursuant to a legally binding commitment within such 12-month period and not so reinvested within six months thereafter), such unused portion shall be applied on the last day of such period as a mandatory prepayment as provided in this Section 2.10(b)(vi); and provided, further, that (x) so long as no Default then exists or would result therefrom and (y) if the Net Cash Proceeds of any Asset Sales and/or Casualty Events exceed $10,000,000 in the aggregate, such Net Cash Proceeds shall be deposited in a Deposit Account (a “Reinvestment Proceeds Account”) of the Administrative Borrower with the Administrative Agent (or another Deposit Account Bank reasonably satisfactory to the Administrative Agent) pursuant to a cash collateral arrangement in form and substance reasonably satisfactory to the Administrative Agent (and subject to a Deposit Account Control Agreement) whereby such Net Cash Proceeds shall be disbursed to the Administrative Borrower from time to time as needed to pay actual costs incurred by it or the applicable Subsidiary Guarantor in connection with the replacement or restoration of the respective properties or assets (or, with respect to the Net Cash Proceeds from the sale of any Equity Interests in any Specified Joint Venture, in connection with the reinvestment in or purchase of a Collateral Vessel (or Collateral Vessels)) (pursuant to such certification requirements as may be reasonably established by the Administrative Agent) (it being understood and agreed that at any time while an Event of Default has occurred and is continuing, Net the Required Lenders may direct the Administrative Agent (in which case the Administrative Agent shall, and is hereby authorized by the Administrative Borrower to, follow said directions) to apply any or all proceeds then on deposit in such Reinvestment Proceeds from any single such Asset Disposition in an amount not in excess of $2,000,000 shall not be required to be so applied Account to the extent Borrowers deliver to Agent a certificate stating that Obligors intend to use such Net Proceeds to acquire assets that are used or useful in the business of Obligors within 180 days repayment of the receipt of such Net Proceeds, it being expressly agreed that all such Net Proceeds not so reinvested shall be immediately applied to prepay the Loans upon the expiration of such 180 day periodSecured Obligations). (cvii) Concurrently with Not later than one Business Day following the receipt of any Net Cash Proceeds of any Debt Issuance by any Restricted Party, the Borrowers, jointly and severally, shall (subject to Section 2.10(h)) make prepayments in accordance with Section 2.10(d) in an aggregate principal amount equal to 100% of such Net Cash Proceeds. (viii) Upon the incurrence or issuance by any Borrower of any Refinancing Notes or any Specified Refinancing Term Loans, the Borrowers, jointly and severally, shall (subject to Section 2.10(h)) prepay an aggregate principal amount of the applicable Class or Classes of Term Loans that are to be refinanced with the proceeds of insurance such Refinancing Notes or condemnation or expropriation awards paid in respect of any Other Collateral, Borrowers shall prepay Specified Refinancing Term Loans in accordance with Section 2.10(d) in an aggregate principal amount equal to such proceeds, subject to Section 8.6.2100% of the Net Cash Proceeds received therefrom. (d) Concurrently with any incurrence of Debt by an Obligor (other than Debt permitted under Section 10.2.1), Borrower shall prepay Term Loans in an amount equal to the net proceeds of such incurrence of Debt. (e) On the Revolver Termination Date, Borrowers shall prepay all Term Loans (unless sooner repaid hereunder).

Mandatory Prepayments. (a) If at any time, the aggregate outstanding principal amount Within five Business Days of the Term Loans exceeds the Term Loan Maximum Amount at such time, Borrowers shall, on the sooner of Agent’s demand or the first Business Day after any Borrower has knowledge thereof, repay the outstanding Term Loans in an amount sufficient to cause the aggregate outstanding principal amount of the Term Loans to be less than or equal to the Term Loan Maximum Amount then in effect. (b) Concurrently with any Permitted Asset Disposition of Other Collateral, Borrowers shall prepay Term Loans in an amount equal to the Net Proceeds of such disposition; provided, that, so long as no Default or Event of Default has occurred and is continuing, Net Proceeds from any single such Asset Disposition in an amount not in excess of $2,000,000 shall not be required to be so applied to the extent Borrowers deliver to Agent a certificate stating that Obligors intend to use such Net Proceeds to acquire assets that are used or useful in the business of Obligors within 180 days of the receipt of such Net Proceeds, it being expressly agreed that all such Net Proceeds not so reinvested shall be immediately applied to prepay the Loans upon the expiration of such 180 day period. (c) Concurrently with the receipt of any proceeds of insurance or condemnation or expropriation awards paid in respect of any Other CollateralEquipment or Real Estate, Borrowers shall prepay Term Revolver Loans and Borrowers shall permanently reduce the Revolver Commitments; provided, that (i) Borrowers shall not be required to effect such permanent reduction in the Revolver Commitments unless the failure to effect such permanent reduction would create an obligation of any Borrower to make an offer to repurchase the Second Lien Notes and (ii) such Net Proceeds shall not be required to be so applied on such date to the extent that Borrower Agent shall have delivered an officer’s certificate to Agent on or prior to such date stating that such proceeds shall actually be used to acquire Property useful in the business of the Obligors within 180 days (or such longer period as Agent shall consent to in writing) of receipt of such Net Proceeds (or a binding commitment to acquire such Property is entered into within 180 days and such reinvestment is actually made within 360 days or, in each case, such period as Agent shall consent to in writing), provided further, that (i) no Default or Event of Default exists, (ii) the replaced Property is free of Liens, other than Permitted Liens; and (iii) the aggregate amount of such proceeds or awards from any single casualty or condemnation does not exceed $1,000,000. Borrowers shall prepay Revolver Loans in the amount of any Net Proceeds not actually reinvested within such 180 or 360, as applicable, day period (or such period as consented to by Agent hereunder) and reduce the Revolver Commitments in an amount equal to such proceeds, subject to Section 8.6.2prepayment. (d) Concurrently with any incurrence of Debt by an Obligor (other than Debt permitted under Section 10.2.1), Borrower shall prepay Term Loans in an amount equal to the net proceeds of such incurrence of Debt. (eb) On the Revolver Commitment Termination Date, Borrowers shall prepay all Term Revolver Loans (unless sooner repaid hereunder).

Mandatory Prepayments. (ai) If at any time, the aggregate outstanding principal amount of the Term Loans exceeds the Term Loan Maximum Amount at such time, Borrowers shall, on the sooner of Agent’s demand Extraordinary Proceeds (other than Excluded Extraordinary Proceeds) are received by any Subject Company (or the first Business Day after any Borrower has knowledge thereof, repay the outstanding Term Loans in an amount sufficient to cause the aggregate outstanding principal amount of the Term Loans Extraordinary Proceeds cease to be less than or equal to the Term Loan Maximum Amount then in effect. (b) Concurrently with any Permitted Asset Disposition of Other CollateralExcluded Extraordinary Proceeds), Borrowers Issuer shall prepay Term Loans in an amount equal to the Net Proceeds of such disposition; provided, that, so long as no Default or Event of Default has occurred and is continuing, Net Proceeds from any single such Asset Disposition in an amount not in excess of $2,000,000 shall not be required to be so applied to the extent Borrowers deliver to Agent a certificate stating that Obligors intend to use such Net Proceeds to acquire assets that are used or useful in the business of Obligors within 180 days of the receipt of such Net Proceeds, it being expressly agreed that all such Net Proceeds not so reinvested shall be immediately applied to prepay the Loans upon the expiration of such 180 day period. (cNote(s) Concurrently with the receipt of any proceeds of insurance or condemnation or expropriation awards paid in respect of any Other Collateral, Borrowers shall prepay Term Loans in an amount equal to such proceedsExtraordinary Proceeds on such date (or, subject if such date is not a Quarterly Date, on the next Quarterly Date) in a manner and priority as set forth in Section 3.4 and in accordance with Section 3.1(c) of the Account Management Annex; provided, that the Required Holders may elect to Section 8.6.2not have such amounts of Extraordinary Proceeds applied to prepaying the Note(s) on any Quarterly Date by providing written notice to the Issuer to such effect and identifying such applicable Quarterly Dates. (dii) Concurrently with any incurrence of Debt by an Obligor On the Cash Sweep Commencement Date and each Quarterly Date thereafter until the Obligations (other than Debt permitted inchoate indemnity Obligations for which no claim has been made or is anticipated) under Section 10.2.1the Note Documents are paid in full, Issuer shall apply 15% of Excess Cash; provided, that, in a given year, if Issuer shall fail to deliver a certificate of an Authorized Officer of the Issuer within thirty (30) days after the beginning of any calendar year demonstrating that the Base Case Requirement was met for the preceding calendar year (or the Independent Engineer, in its reasonable judgment, does not agree with such certification), Borrower then on each Quarterly Date during such calendar year Issuer shall apply 100% of Excess Cash, in each case, to prepay Term Loans Note(s) in a manner and priority as set forth in Section 3.4 and in accordance with Section 3.1(c) of the Account Management Annex; provided, that the Required Holders may elect to not have such amounts of Excess Cash applied to prepaying the Note(s) on any Quarterly Date by providing written notice to the Issuer identifying such Quarterly Dates. (iii) Upon any exercise of the Cambrian Option, (A) an amount equal to the net proceeds product of such incurrence (x) the then outstanding principal under the Note(s) multiplied by (y) the Cambrian Prepayment Percentage shall be applied to prepay the Note(s) on the next Quarterly Date in a manner and priority as set forth in Section 3.4 and in accordance with Section 3.1(c) of Debtthe Account Management Annex and (B) any remaining Commitments shall be reduced by the Cambrian Prepayment Percentage. (eiv) On Any prepayment of principal on the Revolver Termination Date, Borrowers Note pursuant to this Section 3.3(b) shall prepay all Term Loans (unless sooner repaid hereunderbe made together with accrued and unpaid interest thereon and Prepayment Premium to the extent provided in Section 3.3(d).

Mandatory Prepayments. (a) If If, at any time, the aggregate outstanding principal Outstanding Amount, together with the amount of the Term Loans exceeds Swingline Loans, shall exceed the Term Loan Maximum Amount at Borrowing Base in effect from time to time then any such time, Borrowers shall, on excess amount shall be immediately due and payable without notice or demand by the sooner of Agent’s demand Administrative Agent or the Lenders. Any payments made by Borrower under this subsection (a) shall be applied first Business Day after to any Borrower has knowledge thereof, repay the outstanding Term Swingline Loans in an amount sufficient and then to cause the aggregate outstanding principal amount of the Term Loans to be less than or equal to the Term Loan Maximum Amount then in effectRevolving Loans. (b) Concurrently with any Permitted Asset Disposition of Other Collateral, Borrowers Borrower shall prepay Term the Loans in an amount equal to the Net Proceeds of such disposition; provided, that, so long as no Default or Event of Default has occurred and is continuing, Net Proceeds from any single such Asset Disposition in an amount not Sale in excess of ONE HUNDRED THOUSAND AND NO/100 DOLLARS ($2,000,000 100,000.00). Any amounts payable under this subsection (b) shall not be required to be so applied to the extent Borrowers deliver to Agent a certificate stating that Obligors intend to use such Net Proceeds to acquire assets that are used or useful in the business of Obligors within 180 days of the payable concurrently with Borrower's receipt of any such Net Proceeds, it being expressly agreed that all such Net Proceeds not so reinvested shall be immediately applied to prepay the Loans upon the expiration of such 180 day period. (c) Concurrently with the receipt of any proceeds of insurance or condemnation or expropriation awards paid in respect of any Other Collateral, Borrowers Borrower shall prepay Term the Loans in an amount equal to fifty percent (50%) of Excess Cash Flow for each Fiscal Year commencing with the Fiscal Year ending December 31, 2000, together with interest on the amount being prepaid. Any amounts payable under this subsection (c) shall be payable on or before the earlier of (i) the date on which the Financial Statements required to be delivered under Section 7.1.1. hereof in respect of such proceeds, subject Fiscal Year are required to Section 8.6.2be delivered or (ii) the date on which such Financial Statements are actually delivered. (d) Concurrently with any incurrence of Debt by an Obligor (other than Debt permitted Any amounts payable under this Section 10.2.1)2.6.8. shall be applied prior to the Revolving Credit Termination Date first to Swingline Loans, Borrower shall prepay then to outstanding Revolving Loans and finally to outstanding Term Loans in an amount equal inverse order of maturity and following the Revolving Credit Termination Date to the net proceeds outstanding Revolving Loans in inverse order of such incurrence of Debt. (e) On the Revolver Termination Date, Borrowers shall prepay all maturity and then to outstanding Term Loans (unless sooner repaid hereunder)in inverse order of maturity.

Mandatory Prepayments. (a) If at any time, time the aggregate outstanding principal amount Loan Balance exceeds the lesser of the Term Loans exceeds Maximum Facility Amount and the Term Loan Maximum Amount at such time, Borrowers shall, on the sooner of Agent’s demand or the first Business Day after any Borrower has knowledge thereof, repay the outstanding Term Loans in an amount sufficient to cause the aggregate outstanding principal amount of the Term Loans to be less than or equal to the Term Loan Maximum Commitment Amount then in effect, the Borrower shall immediately prepay the amount of such excess for application on the Loan Balance. (b) Concurrently with Subject to the terms of the applicable DIP Order, on the second Business Day following receipt by the Borrower or any Subsidiary of Net Cash Proceeds of any Asset Sale or a series of related Asset Sales (other than (a) Net Cash Proceeds from Permitted Asset Disposition Sales, (b) an aggregate amount of Other Collateral$1,000,000 of the Net Cash Proceeds from any or all other Asset Sales or (c) as set forth in the proviso below) (the “Specified Asset Sale Proceeds”)), Borrowers the Borrower shall offer to prepay Term the Loans in an amount equal to 100% of the Net Cash Proceeds of such dispositionreceived therefrom; provided, provided that, so long as no Default or Event of Default has occurred and is continuing, Net Proceeds from any single such Asset Disposition in an amount not in excess of $2,000,000 no prepayment shall not be required to be so applied under this Section 2.12(b) to the extent Borrowers deliver to Agent a certificate stating that Obligors intend to use such Net Cash Proceeds to acquire are reinvested in long term productive assets that are used or of the general type useful in the business of Obligors the Borrower and its Subsidiaries within 180 days of the thirteen (13) weeks after receipt of such Net Cash Proceeds (“Permitted Reinvestment Sale Proceeds”). For the avoidance of doubt, it being expressly agreed that all such Net the Specified Asset Sale Proceeds not so reinvested and Permitted Reinvestment Sale Proceeds shall be immediately applied to prepay utilized in accordance with the Loans upon Budget covenant set forth in Section 6.22, including the expiration of such 180 day periodPermitted Variances, in all respects. (c) Concurrently with Subject to the terms of the applicable DIP Order, on or prior to the third Business Day following receipt by the Borrower or any Subsidiary of Net Cash Proceeds in excess of $1,000,000 from any insurance proceeds of insurance or condemnation or expropriation awards paid in respect of any Other Collateralawards, Borrowers the Borrower shall prepay Term the Loans in an amount equal to 100% of the Net Cash Proceeds received therefrom; provided that, so long as no Event of Default has occurred and is continuing, no prepayment shall be required under this Section 2.12(c) to the extent that such proceedsNet Cash Proceeds are reinvested in long term productive assets of the general type useful in the business of the Borrower and its Subsidiaries within thirteen (13) weeks after receipt of such Net Cash Proceeds in accordance with the Budget covenant set forth in Section 6.22, subject to Section 8.6.2including the Permitted Variances, in all respects. (d) Concurrently with In the event that the Borrower or any Subsidiary issues or incurs any post-petition Indebtedness, other than any cash proceeds from the incurrence of Debt Indebtedness permitted pursuant to Section 6.1, or Capital Stock, the Borrower shall, subject to the terms of the applicable DIP Order, substantially simultaneously with (and in any event not later than the Business Day following) the receipt of such Net Cash Proceeds by an Obligor (other than Debt permitted under Section 10.2.1)the Borrower or any Subsidiary, Borrower shall prepay Term the Loans in an amount equal to the net proceeds 100% of such incurrence of DebtNet Cash Proceeds received therefrom. (e) On All prepayments of Borrowings under this Section 2.12 shall be accompanied by the Revolver Termination Dateconcurrent payment of the accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of payment. (f) Mandatory prepayments of Loans under this Agreement shall be applied on a pro rata basis as follows, Borrowers in each case subject to the Carve Out: (i) first, to pay accrued and unpaid interest on, and accrued and unpaid expenses in respect of, the Obligations, to the extent due and payable in accordance with the Loan Documents; (ii) second, to repay any principal amounts or other obligations which have been advanced and are outstanding under the DIP Facility; and (iii) third, any excess after payment in full of all Obligations shall be paid to the Borrower or any Subsidiary as appropriate or to such other Person who may be lawfully entitled to receive such excess. (g) The Borrower shall deliver to the Administrative Agent, (i) at the time of each prepayment required under this Section 2.12, a certificate signed by a Financial Officer of the Borrower setting forth in reasonable detail the calculation of the amount of such prepayment and (ii) at least one Business Day prior written notice of such prepayment required under this Section 2.12. Each notice of prepayment shall specify the prepayment date, the type of each Loan being prepaid, the principal amount of each Loan (or portion thereof) to be prepaid and any other amounts to be paid in connection with such prepayment. All prepayments of Borrowings under this Section 2.12 shall be subject to Section 2.20(d)(i). (h) Each offer to prepay Loans pursuant to Section 2.12(b) shall be an offer by the Borrower to all Term Loans Lenders on a pro rata basis and shall include any amounts owing pursuant to Section 2.12(e). Notwithstanding any other provision of this Section 2.12, each Lender shall have the right to reject its pro rata portion of any offer of prepayment by written notice to the Borrower and the Administrative Agent, in which case, such amounts may be retained by the Borrower and used or applied by the Borrower in a manner not prohibited by this Agreement (unless sooner repaid including Investments permitted hereunder). The Borrower shall provide Lenders a period of five Business Days to accept or reject the Borrower’s offer to prepay the Loans. If a Lender does not reject any such prepayment offer, such amounts shall be applied as set forth in clause (e) against such Lender’s pro rata portion of the remaining principal due hereunder.

Mandatory Prepayments. (ai) If at Upon the Disposition of any timeassets by the Borrower or any other Loan Party (other than a Disposition permitted under Section 64), the Borrower shall prepay an aggregate outstanding principal amount of the Term Loans exceeds the Term Loan Maximum Amount at such time, Borrowers shall, on the sooner of Agent’s demand or the first Business Day after any Borrower has knowledge thereof, repay the outstanding Term Loans in an amount sufficient equal to cause the aggregate outstanding principal amount 100% of the Term Loans Net Cash Proceeds received therefrom immediately upon receipt thereof by the Borrower or such other Loan Party (such prepayments to be less than or equal to the Term Loan Maximum Amount then applied as set forth in effect. (bSection 2.5(d) Concurrently with any Permitted Asset Disposition of Other Collateral, Borrowers shall prepay Term Loans in an amount equal to the Net Proceeds of such dispositionbelow); provided, thathowever, that at the election of the Borrower (as notified by the Borrower to the Lender on or prior to the date of receipt of such proceeds), the Borrower or such other Loan Party may reinvest such proceeds to replace such assets in respect of which such proceeds were received so long as (A) such reinvestment is completed within 90 days after the receipt of such proceeds, (B) while such reinvestment is underway, all of such proceeds are on deposit with the Lender in a separate deposit account over which the Lender has exclusive control, and (C) such Disposition did not cause an Event of Default and no other Default or Event of Default has occurred and is continuing; provided, further, that any Net Proceeds from any single such Asset Disposition in an amount not in excess of $2,000,000 shall not be required to be so applied to the extent Borrowers deliver to Agent a certificate stating that Obligors intend to use such Net Proceeds to acquire assets that are used or useful in the business of Obligors within 180 days of the receipt of such Net Proceeds, it being expressly agreed that all such Net Cash Proceeds not so reinvested within such 90-day period shall be immediately applied to prepay the prepayment of the Loans upon as otherwise set forth in Section 2.5(d) below. For the expiration avoidance of such 180 day perioddoubt, nothing in this clause (i) shall be construed to permit any Disposition of assets not otherwise permitted hereunder. (cii) Concurrently Upon the sale or issuance by the Borrower or any other Loan Party of any of its Equity Interests, the Borrower shall prepay an aggregate principal amount of Loans in the amount equal to 100% of all Net Cash Proceeds received therefrom immediately upon receipt thereof by the Borrower or such other Loan Party (such prepayments to be applied as set forth in clause (d) below) For the avoidance of doubt, nothing in this clause ii shall be construed to permit any sale or issuance of Equity Interests not otherwise permitted hereunder. (iii) Upon the issuance or incurrence by the Borrower or any other Loan Party of any Indebtedness (other than Indebtedness permitted under Section 6.1), 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 other Loan Party (such prepayment to be applied as set forth in clause (d) below). For the avoidance of doubt, nothing in this clause (iii) shall be construed to permit the issuance or incurrence of Indebtedness not otherwise permitted hereunder. (iv) Upon the receipt by the Borrower or any other Loan Party 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 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 other Loan Party (such prepayments to be applied as set forth in Section 2.5(d) below); provided, however, that with respect to insurance proceeds received in connection with any casualty or condemnation event, at the election of the Borrower (as notified by the Borrower to the Lender on or prior to the date of receipt of such proceeds), the Borrower 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 90 days after the receipt of any proceeds of insurance or condemnation or expropriation awards paid in respect of any Other Collateral, Borrowers shall prepay Term Loans in an amount equal to such proceeds, subject to Section 8.6.2. (dB) Concurrently while such repair, restoration, or replacement is underway, all of such proceeds are on deposit with any incurrence the Lender in a separate deposit account over which the Lender has exclusive control, and (C) such casualty or condemnation event did not cause an Event of Debt by an Obligor (Default and no other than Debt permitted under Section 10.2.1)Default or Event of Default has occurred and is continuing; provided, Borrower further, if such repair, restoration, or replacement is not completed within such 90-day period, then such Net Cash Proceeds shall prepay Term Loans in an amount equal be immediately applied to the net proceeds prepayment of such incurrence of Debtthe Loans as otherwise set forth in Section 2.5(d) below. (e) On the Revolver Termination Date, Borrowers shall prepay all Term Loans (unless sooner repaid hereunder).

Mandatory Prepayments. (a) If at Not later than the fifth Business Day following the receipt by the Borrower or any timeof its Non-Regulated Subsidiaries of any cash deferred consideration (other than working capital adjustments of up to $3,800,000) or released escrow amounts under the Retail Sale Purchase Agreement, the aggregate Borrower shall apply the Required Prepayment Percentage of such deferred consideration or released escrow amounts first, to prepay the outstanding principal amount of the Term First Lien Loans exceeds until the Term Loan Maximum Amount at such timeDischarge of First Lien Obligations has occurred and second, Borrowers shallto the extent of any remaining proceeds, on to prepay the sooner of Agent’s demand or the first Business Day after any Borrower has knowledge thereof, repay the outstanding Term Loans in an amount sufficient to cause the aggregate outstanding principal amount of the Term Loans to be less than or equal to the Term Loan Maximum Amount then in effectLoans. (b) Concurrently Not later than the fifth Business Day following the completion of any Asset Sale (other than, subject to clause (a) above, the Retail Sale) or the occurrence of any Recovery Event, in each case by the Borrower or any Subsidiary thereof, the Borrower shall apply the Required Payment Percentage of the Net Cash Proceeds received with respect thereto first, to prepay the outstanding principal amount of the First Lien Loans until the Discharge of First Lien Obligations has occurred and second, to prepay the outstanding principal amount of the Loans. (c) Not later than the fifth Business Day following the occurrence of an Equity Issuance, the Borrower shall apply the Required Prepayment Percentage of the Net Cash Proceeds therefrom to prepay the outstanding principal amount of the First Lien Loans until until the Discharge of First Lien Obligations has occurred and second, to prepay the outstanding principal amount of the Loans. (d) In the event that any Permitted Asset Disposition Loan Party or any Subsidiary of Other Collaterala Loan Party shall receive Net Cash Proceeds from the issuance or other incurrence of Indebtedness of any Loan Party or any Subsidiary of a Loan Party (other than Indebtedness permitted pursuant to Section 6.01), Borrowers the Borrower shall, substantially simultaneously with (and in any event not later than the fifth Business Day next following) the receipt of such Net Cash Proceeds by such Loan Party or such Subsidiary, apply an amount equal to the Required Prepayment Percentage of such Net Cash Proceeds first, to prepay the outstanding principal amount of the First Lien Loans until the Discharge of First Lien Obligations has occurred and second, to prepay the outstanding principal amount of the Loans. For the avoidance of doubt, this paragraph (d) in no event or circumstances shall be interpreted to permit the Borrower to incur any Indebtedness that is not permitted under Section 6.01. (e) No later than the earlier of (i) 90 days after the end of each fiscal year of the Borrower, commencing with the fiscal year ending on December 31, 2013 and (ii) the date upon which the financial statements with respect to such period are delivered pursuant to Section 5.04(a), the Borrower shall first, prepay Term the outstanding principal amount of the First Lien Loans until the Discharge of First Lien Obligations has occurred and second, prepay the outstanding principal amount of the Loans in an amount equal to (x) the amount the Required Prepayment Percentage of Excess Cash Flow for the fiscal year then ended (or, for the fiscal year ending on December 31, 2013, for the period commencing on October 1, 2013 and ending on December 31, 2013), plus (y) 75% of any Distribution made by any Regulated Insurance Subsidiary to the Borrower or any Subsidiary (other than a Regulated Insurance Subsidiary) during the fiscal year then ended (or, for the fiscal year ending on December 31, 2013, for the period commencing on October 1, 2013 and ending on December 31, 2013), less (z) an amount equal to the aggregate amount of all permanent repayments of the Loans (other than mandatory prepayments of Loans under Section 2.13 hereof) made by the Borrower and the Subsidiaries during such fiscal year (or, for the fiscal year ending on December 31, 2013, for the period commencing on October 1, 2013 and ending on December 31, 2013), but only to the extent that such prepayments by their terms cannot be reborrowed or redrawn and do not occur in connection with a refinancing of all or any portion of such Indebtedness. (f) Not later than the fifth Business Day following receipt by the Borrower or any Subsidiary of any Extraordinary Receipts (other than Extraordinary Receipts received by a Regulated Insurance Subsidiary which do not exceed $500,000), the Borrower shall apply the Required Prepayment Percentage of the Net Cash Proceeds received with respect thereto first, to prepay the outstanding principal amount of such dispositionthe First Lien Loans until the Discharge of First Lien Obligations has occurred and second, prepay the outstanding principal amount of the Loans; provided, that, so long as no Default or Event of Default has occurred and is continuing, Net Proceeds from any single such Asset Disposition in an amount not in excess of $2,000,000 shall not be required with respect to be so applied to the extent Borrowers deliver to Agent a certificate stating that Obligors intend to use such Net Proceeds to acquire assets that are used or useful in the business of Obligors within 180 days of the receipt of such Net Proceeds, it being expressly agreed that all such Net Proceeds not so reinvested shall be immediately applied to prepay the Loans upon the expiration of such 180 day period. (c) Concurrently with the receipt of any proceeds Extraordinary Receipts by a Regulated Insurance Subsidiary, any prepayment pursuant this Section 2.13(f) shall be subject to applicable Requirements of insurance or condemnation or expropriation awards paid Law and the receipt of approvals from any Governmental Authority, if any, and Borrower shall use commercially reasonable efforts to obtain such approvals so long as there is a reasonable expectation of receiving such approvals. (g) The Borrower shall deliver to the Administrative Agent, at the time of each prepayment required under this Section 2.13, (i) a certificate signed by a Financial Officer of the Borrower setting forth in reasonable detail the calculation of the amount of such prepayment and (ii) to the extent practicable, at least three Business Days prior written notice of such prepayment (other than any prepayment with respect to Section 2.13(e) above). Each notice of any Other Collateral, Borrowers prepayment shall prepay Term Loans in an specify the prepayment date and the principal amount equal to such proceeds, be prepaid. All prepayments under this Section 2.13 shall be subject to Section 8.6.22.16 and shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of payment. All prepayments under Sections 2.13(b), (c), (d) and (f) shall be accompanied by the Applicable Prepayment Premium, if any, payable in connection with such prepayment of the Loans. (dh) Concurrently with Notwithstanding anything to the contrary contained above in this Section 2.13, to the extent that (i) funds for any incurrence prepayment otherwise required to be made pursuant to the terms of Debt Section 2.13(b) are only available to the Borrower through dividend payments to the Borrower from one or more Regulated Insurance Subsidiaries, (ii) such dividend payments cannot be made at such time within the ordinary dividend-paying capacity of such Regulated Insurance Subsidiary or Subsidiaries and, accordingly, require specific affirmative regulatory approval for the payment of extraordinary dividends and (iii) after due written application or request, such approval for the payment of extraordinary dividends is not obtained by such Regulated Insurance Subsidiary, upon certification by the Borrower to the Administrative Agent to such effect (together with, in the case of an Obligor (other than Debt permitted under Section 10.2.1application or request for regulatory approval, copies of all documents submitted, and all written responses received, in connection therewith), the Borrower shall prepay Term Loans in an amount equal not, to such extent, be required to make such prepayment for so long as (but only for so long as) such dividend payments may not, for such reasons, be made, provided that promptly upon any such restrictions no longer being applicable, any such accrued prepayments that would be delinquent but for the net foregoing provisions shall be made with the proceeds of any dividends or other distributions no longer subject to such incurrence of Debtrestrictions. (e) On the Revolver Termination Date, Borrowers shall prepay all Term Loans (unless sooner repaid hereunder).

Mandatory Prepayments. (ai) If at any timetime the aggregate principal amount of all Revolving Loans plus the outstanding amount of all Letter of Credit Obligations exceeds the Borrowing Base, the Borrower will immediately prepay the Revolving Loans to the full extent of any such excess. On each day that any Revolving Loans or Letter of Credit Obligations are outstanding, the Borrower shall hereby be deemed to represent and warrant to the Agents and the Lenders that the Borrowing Base calculated as of such day equals or exceeds the aggregate principal amount of all Revolving Loans and Letter of Credit Obligations outstanding on such day. If at any time after the Borrower has complied with the first sentence of this Section 2.05(c), the aggregate Letter of Credit Obligations is greater than the lesser of (A) the then current Borrowing Base and (B) the Total Revolving A Credit Commitment, the Borrower shall provide cash collateral to the Funding Agent in an amount equal to 110% of such excess, which cash collateral shall be deposited in an account under the sole and exclusive control of the Funding Agent for the benefit of the Agents, the Lenders and/or the L/C Issuer and, provided that no Event of Default shall have occurred and be continuing, returned to the Borrower, at such time as the aggregate Letter of Credit Obligations plus the aggregate principal amount of all outstanding Revolving Loans no longer exceeds the lesser of (A) the then current Borrowing Base and (B) the Total Revolving A Credit Commitment. (ii) If at any time the Borrower opens or establishes a Letter of Credit pursuant to Section 3.03(a) and the maximum amount available for drawing under such Letter of Credit will exceed the difference between (A) the Total Revolving A Credit Commitment and (B) the sum of (x) the aggregate principal amount of the Revolving A Loans and (y) the aggregate Letter of Credit Obligations, the Borrower will, at the sole discretion of the Funding Agent and subject to the limitations on the making of Loans set forth in Section 2.01(b), immediately and automatically, without any action on the part of the Borrower, be deemed to have requested a Revolving B Loan in any amount equal to such excess, borrowed such Revolving B Loan from the Revolving B Lenders and used the proceeds from such Revolving B Loan to repay the Revolving A Loans; provided, however, that if after giving effect to the making of such Revolving B Loan, the aggregate principal amount of Revolving B Loans exceeds the Total Revolving B Credit Commitment, the Borrower will, at the sole discretion of the Funding Agent and subject to the limitation on the making of Loans set forth in Section 2.01(b), immediately and automatically, without any action on the part of the Borrower, be deemed to have requested a Revolving C Loan in any amount equal to such excess, borrowed such Revolving C Loan from the Revolving C Lenders and used the proceeds from such Revolving C Loan to repay the Revolving A Loans. (iii) The Funding Agent shall on each Business Day apply all funds transferred to or deposited in the Funding Agent's Account, to the payment, in whole or in part, of the outstanding principal amount of the Term Loans exceeds Revolving Loans. (iv) Immediately upon any Disposition by any Loan Party or its Subsidiaries (other than the Term Loan Maximum Amount at such timeForeign Subsidiaries) pursuant to Section 7.02(c)(ii), Borrowers shall, on the sooner of Agent’s demand or Borrower shall prepay the first Business Day after any Borrower has knowledge thereof, repay the outstanding Term Loans in an amount sufficient to cause the aggregate outstanding principal amount of the Term Loans to be less than or equal to the Term Loan Maximum Amount then in effect. (b) Concurrently with any Permitted Asset Disposition of Other Collateral, Borrowers shall prepay Term Revolving Loans in an amount equal to 100% of the Net Cash Proceeds received by such Person in connection with such Disposition to the extent that the aggregate amount of Net Cash Proceeds received by all Loan Parties and such disposition; providedSubsidiaries (and not paid to the Funding Agent as a prepayment of the Loans) shall exceed (A) $50,000 for any individual Disposition or (B) $250,000 in the aggregate for any Fiscal Year for all Dispositions not paid to the Funding Agent as a prepayment of the Loans. Nothing contained in this subsection (iv) shall permit any Loan Party or any of its Subsidiaries to make a Disposition of any property other than in accordance with Section 7.02(c)(ii). (v) Upon the issuance or incurrence by any Loan Party or any of its Subsidiaries (other than the Foreign Subsidiaries) of any Indebtedness (other than Indebtedness referred to in clauses (a), that(b), so long as no Default (c), (d), (e), (f) and (g) of the definition of Permitted Indebtedness), or Event the sale or issuance by any Loan Party or any of Default has occurred and is continuingits Subsidiaries (other than the Foreign Subsidiaries) of any shares of its Capital Stock (other than in connection with the exercise of options in accordance with the Borrower's employee stock option program to the extent that the aggregate Net Cash Proceeds received therefrom in any Fiscal Year shall not exceed $100,000), Net Proceeds from any single such Asset Disposition the Borrower shall prepay the outstanding amount of the Revolving Loans in an amount equal to 100% of the Net Cash Proceeds received by such Person in connection therewith, provided, the Borrower shall only be required to prepay the outstanding amount of the Revolving Loans from Net Cash Proceeds received in respect of the exercise of options in accordance with the Borrower's employee stock option program within 50 days after the end of each fiscal quarter of the Borrower. The provisions of this subsection (v) shall not be deemed to be implied consent to any such issuance, incurrence or sale otherwise prohibited by the terms and conditions of this Agreement. (vi) Upon the receipt by any Loan Party or any of its Subsidiaries (other than the Foreign Subsidiaries) of any Extraordinary Receipts, the Borrowers shall prepay the outstanding principal of the Revolving Loans in an amount equal to 100% of such Extraordinary Receipts, net of any reasonable expenses incurred in collecting such Extraordinary Receipts; provided that, (x) except during the continuance of a Default or an Event of Default, any insurance or other proceeds not in excess of $2,000,000 100,000 for any one occurrence received by any Loan Party in connection with the loss, destruction or taking by condemnation of any Collateral shall not be required to be applied to the prepayment of the Loans to the extent such net proceeds are used, at the election of the Borrower, to replace or restore the properties or assets in respect of which such proceeds were paid if the Borrower delivers a certificate to the Agents (each, a "Reinvestment Certificate") on or prior to such date stating that such proceeds shall be used to replace or restore any such properties or assets within a period specified in such certificate which period shall not exceed 60 days after the date of receipt of such proceeds and setting forth estimates of the proceeds to be so expended, (y) such proceeds shall remain in a Collection Account under the control of the Collateral Agent until applied in accordance with the preceding clause (x), and (z) if all or any portion of such proceeds not so applied to the extent Borrowers deliver to Agent a certificate stating that Obligors intend to use such Net Proceeds to acquire assets that prepayment of the Loans are not so used or useful within the period specified in the business of Obligors within 180 days relevant Reinvestment Certificate furnished pursuant to clause (x) above, such remaining portion shall be applied to the prepayment of the receipt Loans on the last day of such Net Proceedsspecified period or there occurs a Default or Event of Default during such period, it being expressly agreed that all such Net Proceeds not so reinvested remaining portion shall be applied immediately applied to prepay the Loans upon prepayment of the expiration of such 180 day periodLoans. (cvii) Concurrently with In the receipt event that the aggregate amount of the Cash and Cash Equivalents and Permitted Investments of the Loan Parties and their Subsidiaries (other than the Foreign Subsidiaries) exceeds at any proceeds time $5,000,000, the Borrower shall immediately (but, in any event, within 3 Business Days) prepay the outstanding principal of insurance or condemnation or expropriation awards paid in respect of any Other Collateral, Borrowers shall prepay Term the Revolving Loans in an the amount equal to such proceeds, subject to Section 8.6.2excess. (d) Concurrently with any incurrence of Debt by an Obligor (other than Debt permitted under Section 10.2.1), Borrower shall prepay Term Loans in an amount equal to the net proceeds of such incurrence of Debt. (e) On the Revolver Termination Date, Borrowers shall prepay all Term Loans (unless sooner repaid hereunder).

Mandatory Prepayments. (i) If, as of the last day of any month, (A) the outstanding principal balance of the Term Loan on such date exceeds (B) (I) the product of (x) 0.70 times (y) TTM Recurring Revenues calculated as of the last month for which financial statements have most recently been delivered pursuant to Section 5.3, less (II) the outstanding balance of Maintenance Advances on such date (such difference being referred to as the “Loan Limit” and such excess being referred to as the “Limiter Excess”), then Borrower shall immediately prepay the Obligations in accordance with Section 2.4(d)(ii) in an aggregate amount equal to the Limiter Excess. (ii) Immediately upon the receipt by Borrower or any of its Subsidiaries of the proceeds of any voluntary or involuntary sale or disposition by Borrower or any of its Subsidiaries of property or assets (including casualty losses or condemnations and sales or dispositions which qualify as Permitted Dispositions under clause (e) of the definition of Permitted Dispositions, but excluding sales or dispositions which qualify as Permitted Dispositions under clauses (a), (b), (c), (d), or (f) If at any timeof the definition of Permitted Dispositions), Borrower shall prepay the aggregate outstanding principal amount of the Term Loans exceeds the Term Loan Maximum Amount at such time, Borrowers shall, on the sooner of Agent’s demand or the first Business Day after any Borrower has knowledge thereof, repay the outstanding Term Loans Obligations in an amount sufficient to cause the aggregate outstanding principal amount of the Term Loans to be less than or equal to the Term Loan Maximum Amount then in effect. (baccordance with Section 2.4(d)(ii) Concurrently with any Permitted Asset Disposition of Other Collateral, Borrowers shall prepay Term Loans in an amount equal to (1) 50% of the Net Cash Proceeds received by Borrower in connection with any sale or disposition contemplated under clause (e) of the definition of Permitted Dispositions, and (2) 100% of the Net Cash Proceeds (including condemnation awards and payments in lieu thereof) received by such dispositionPerson in connection with any other such sales or dispositions, but in either case only to the extent that the aggregate amount of Net Cash Proceeds received (and not paid to Agent as a prepayment of the Obligations) by Borrower or its Subsidiaries for all such sales or dispositions shall exceed $50,000 in any fiscal year; provided, provided that, so long as (A) no Default or Event of Default has shall have occurred and is continuing, Net Proceeds from any single (B) Borrower shall have given Agent prior written notice of Borrower’s intention to apply such Asset Disposition in an amount not in excess of $2,000,000 shall not be required to be so applied monies to the extent Borrowers deliver to Agent a certificate stating that Obligors intend to use such Net Proceeds to acquire costs of replacement of the properties or assets that are used the subject of such sale or disposition or the cost of purchase or construction of other assets useful in the business of Obligors Borrower or its Subsidiaries, (C) the monies are held in a cash collateral account in which Agent has a perfected first-priority security interest, and (D) Borrower or its Subsidiaries, as applicable, complete such replacement, purchase, or construction within 180 days of after the initial receipt of such Net Proceedsmonies, it Borrower and its Subsidiaries shall have the option to apply such monies to the costs of replacement of the property or assets that are the subject of such sale or disposition or the costs of purchase or construction of other assets useful in the business of Borrower and its Subsidiaries unless and to the extent that such applicable period shall have expired without such replacement, purchase or construction being expressly agreed that all such Net Proceeds not so reinvested made or completed, in which case, any amounts remaining in the cash collateral account shall be immediately paid to Agent and applied in accordance with Section 2.4(d)(ii). Nothing contained in this Section 2.4(c)(ii) shall permit Borrower or any of its Subsidiaries to prepay the Loans upon the expiration sell or otherwise dispose of such 180 day periodany property or assets other than in accordance with Section 6.4. (ciii) Concurrently with Immediately upon the receipt by Borrower or any of its Subsidiaries of any proceeds of insurance or condemnation or expropriation awards paid in respect of any Other CollateralExtraordinary Receipts, Borrowers Borrower shall prepay Term Loans the outstanding principal amount of the Obligations in BN ▇▇▇▇▇▇▇▇▇ accordance with Section 2.4(d)(ii) in an amount equal to 100% of such proceedsExtraordinary Receipts, subject to Section 8.6.2net of any reasonable expenses incurred in collecting such Extraordinary Receipts. (div) Concurrently with Immediately upon the issuance or incurrence by Borrower or any incurrence of Debt by an Obligor its Subsidiaries of any Indebtedness (other than Debt Indebtedness permitted under Section 10.2.16.1(a), (b), (c), (d), (e), or (f) ) or the issuance by Borrower or any of its Subsidiaries of any shares of its or their Stock (other than in the event that Borrower or any Subsidiary of Borrower forms any Subsidiary in accordance with the terms hereof, the issuance by such Subsidiary of Stock to Borrower or such Subsidiary, as applicable), Borrower shall prepay Term Loans the outstanding principal amount of the Obligations in accordance with Section 2.4(d)(ii) in an amount equal to 100% of the net proceeds of Net Cash Proceeds received by such Person in connection with such issuance or incurrence of Debt. Indebtedness and the Applicable Percentage of the Net Cash Proceeds received by such Person in connection with such issuance of Stock. For purposes of this clause (eiv) On “Applicable Percentage” means: (A) 25% of the Revolver Termination first $1,000,000 of Net Cash Proceeds from Stock issued since the Closing Date, Borrowers (B) 50% of the next $4,000,000 of Net Cash Proceeds from Stock issued since the Closing Date, and (C) 75% of any other Net Cash Proceeds from Stock issued since the Closing Date. The provisions of this Section 2.4(c)(iv) shall prepay all Term Loans (unless sooner repaid hereunder)not be deemed to be implied consent to any such issuance or incurrence otherwise prohibited by the terms and conditions of this Agreement.

Mandatory Prepayments. (a) If at Upon the consummation of any timeAsset Disposition after July 15, 1997, or upon receipt by any Loan Party of any Liquidating Distribution after July 15, 1997, in each case within three hundred sixty (360) days after the Borrower or any of its Subsidiaries receives any Net Sale Proceeds, the aggregate outstanding principal amount of the Term Loans exceeds the Term Loan Maximum Amount at such time, Borrowers shall, on the sooner of Agent’s demand or the first Business Day after any Borrower has knowledge thereof, repay shall prepay the outstanding Term Loans in an amount sufficient to cause the aggregate outstanding principal amount of the Term Loans to be less than or equal to the Term Loan Maximum Amount then in effect. (b) Concurrently with any Permitted Asset Disposition of Other Collateral, Borrowers shall prepay Term Loans in an amount equal to 100% of the Net Proceeds amount of such dispositionNet Sale Proceeds, in accordance with the provisions of Section 2.13; provided, however, that such Net Sale Proceeds which the Borrower or such Subsidiary shall, within three hundred sixty (360) days after the receipt thereof, use to reinvest in the business of the Borrower or its Subsidiaries, shall not be included in determining the aggregate Net Sale Proceeds for such period; provided further that, if an Event of Default shall have occurred and be continuing on the date such Net Sale Proceeds are received by the Borrower or any of its Subsidiaries or at any time during such applicable three hundred sixty day period, then the Borrower shall prepay the outstanding Loans in an amount equal to 100% of such Net Sale Proceeds (or, if any portion of such proceeds shall have been reinvested prior to the occurrence of such Event of Default, 100% of such remaining amount of Net Sale Proceeds not so long reinvested) on the later of the date such Net Sale Proceeds are received by the Borrower or any of its Subsidiaries or the date of the occurrence of such Event of Default. (b) On each date after July 15, 1997, on which the Borrower or any of its Subsidiaries receives any Net Equity Proceeds, the Borrower shall prepay the outstanding Loans in an amount equal to (i) 50% of such Net Equity Proceeds if both (A) the Leverage Ratio as of the end of the fiscal quarter immediately preceding such date as to which financial statements are required to have been delivered pursuant to Section 6.1(a) and 6.1(b), as applicable, on a pro forma basis after giving effect to any prepayment made by the Borrower pursuant to clause (ii)(A) of this Section 2.12(b), is less than 2.0 to 1.0 and (B) no Default or Event of Default has occurred or is continuing as a result of the Borrower's failure to deliver any financial statement or Compliance Certificate as and when required pursuant to Section 6.1(a), 6.1(b) or 6.1(e), as applicable and (ii) 75% of such Net Equity Proceeds if either (A) the Leverage Ratio as of the end of the fiscal quarter immediately preceding such date as to which financial statements are required to have been delivered pursuant to Section 6.1(a) or 6.1(b), as applicable, is greater than or equal to 2.0 to 1.0 (but only until the Leverage Ratio is less than 2.0 to 1.0, at which time clause (i) of this Section 2.12(b) shall apply (unless clause (ii)(B) of this Section 2.12(b) shall then be applicable)) or (B) any Default or Event of Default has occurred and is continuing, Net Proceeds from any single such Asset Disposition in an amount not in excess of $2,000,000 shall not be required to be so applied to the extent Borrowers deliver to Agent continuing as a certificate stating that Obligors intend to use such Net Proceeds to acquire assets that are used or useful in the business of Obligors within 180 days result of the receipt Borrower's failure to deliver any financial statement or Compliance Certificate as and when required pursuant to Section 6.1(a), 6.1(b) or 6.1 (e), as applicable, in each case in accordance with the provisions of such Net Proceeds, it being expressly agreed that all such Net Proceeds not so reinvested shall be immediately applied to prepay the Loans upon the expiration of such 180 day periodSection 2.13. (c) Concurrently On each date after July 15, 1997, on which the Borrower or any of its Subsidiaries receives any Net Debt Proceeds, becomes or remains liable with respect to Indebtedness with respect to Capitalized Leases in excess of $130,000,000 in the aggregate at any one time outstanding for the Borrower and its Subsidiaries, or assumes any Indebtedness in connection with a Permitted Acquisition pursuant to Section 7.2(l), the Borrower shall prepay the outstanding Loans in an amount equal to 100% of such Net Debt Proceeds, 100% of the amount by which the aggregate amount of Indebtedness of the Borrower and its Subsidiaries with respect to Capitalized Leases exceeds $130,000,000 on such date or 100% of the aggregate principal amount of any such Indebtedness assumed in connection with a Permitted Acquisition, respectively, in accordance with the receipt provisions of any proceeds of insurance or condemnation or expropriation awards paid in respect of any Other CollateralSection 2.13. (d) On each day on which the Total Revolving Loan Commitment is reduced pursuant to Section 2.10, Borrowers the Borrower shall prepay Term the Revolving Loans to the extent, if any, that the outstanding principal amount of the Revolving Loans exceeds such reduced Total Revolving Loan Commitment. (e) If at any time and for any reason the aggregate principal amount of Revolving Loans plus the L/C Obligations then outstanding are greater than the Total Revolving Loan Commitment, the Borrower shall immediately prepay the Revolving Loans in an amount equal to such proceedsexcess. In addition, subject to Section 8.6.2. (d) Concurrently with the extent at any incurrence time and for any reason, the Total Revolving Loan Commitment minus the aggregate principal amount of Debt by an Obligor (other Revolving Loans then outstanding, is less than Debt permitted under Section 10.2.1)the amount of L/C Obligations outstanding at such time, the Borrower shall prepay Term Loans Cash Collateralize the L/C Obligations in an amount equal to the net proceeds amount by which such L/C Obligations exceed the amount equal to the difference between the Total Revolving Loan Commitment and such aggregate principal amount of such incurrence of DebtRevolving Loans. (ef) On Nothing in this Section 2.12 shall be construed to constitute the Revolver Termination DateLenders' consent to any transactions referred to in Sections 2.12(a), Borrowers shall prepay all Term Loans (unless sooner repaid hereunder)2.12(b) or 2.12(c) above which transaction is not expressly permitted by the terms of this Agreement.

Mandatory Prepayments. Borrower shall prepay the Obligations as follows: (ai) If If, at any timetime after the Phase I Closing Date, Borrower issues or incurs any Indebtedness for borrowed money, including Indebtedness evidenced by notes, bonds, debentures, or other similar instruments but excluding Permitted Indebtedness, Borrower shall, immediately after such issuance or incurrence, prepay the outstanding Obligations in the manner set forth in Section 2.3(d), in each case, in an aggregate outstanding principal amount equal to one hundred percent (100%) of the Term Loans exceeds the Term Loan Maximum Amount at Net Proceeds of such timeIndebtedness, Borrowers shall, on the sooner of Agent’s demand or the first Business Day after any Borrower has knowledge thereof, repay the outstanding Term Loans unless otherwise waived in an amount sufficient to cause the aggregate outstanding principal amount of the Term Loans to be less than or equal to the Term Loan Maximum Amount then in effectwriting by ▇▇▇▇▇▇. (bii) Concurrently with If, at any Permitted Asset Disposition time after the Phase I Closing Date, Borrower issues or sells any Equity Securities or receives any capital contributions, Borrower shall, immediately after such issuance or sale of Other CollateralEquity Securities or receipt of such capital contributions, Borrowers prepay the outstanding Obligations in the manner set forth in Section 2.3(d), in each case, in an aggregate principal amount equal to One Hundred Percent (100%) of the Net Proceeds realized or received by Borrower or any Subsidiary of Borrower from such sale or issuance, unless otherwise waived in writing by ▇▇▇▇▇▇; provided, that, in any event, prior to undertaking any sale or issuance of any Equity Securities as described in this Section 2.3(c)(ii), Borrower must provide Lender at least thirty (30) Business Days written notice of such proposed sale or issuance. (iii) Not later than ten (10) Business Days following the date of receipt (each a “Receipt Date”) by Borrower (or Lender) of any Net Insurance Proceeds or Net Condemnation Proceeds, Borrower shall prepay Term Loans the outstanding Obligations in the manner set forth in Section 2.3(d) in an amount equal to the Net Proceeds aggregate amount of the sum of such disposition; providedNet Insurance Proceeds and Net Condemnation Proceeds. Notwithstanding the foregoing, that, so long as no Default or Event of Default has occurred and is continuing, Net Proceeds from any single such Asset Disposition in an amount not in excess of $2,000,000 Borrower shall not be required to be so applied make a prepayment pursuant to this clause (iii) with respect to any particular Net Insurance Proceeds or Net Condemnation Proceeds if Borrower advises Lender in writing within ten (10) Business Days after the related Receipt Date that Borrower intends to repair, restore or replace the assets from which such Net Insurance Proceeds or Net Condemnation Proceeds were derived to the extent Borrowers deliver to Agent a certificate stating that Obligors intend to use (A) such Net Insurance Proceeds and Net Condemnation Proceeds are in fact committed to acquire be utilized to repair, restore or replace such assets pursuant to one or more contracts providing for such repair, restoration or replacement that are used or useful in is executed by Borrower and the business of Obligors relevant counterparty(ies) within 180 ninety (90) days of after the receipt of such Net Proceeds, it being expressly agreed that all such Net Proceeds not so reinvested shall be immediately applied to prepay the Loans upon the expiration of such 180 day period. (c) Concurrently with the receipt of any proceeds of insurance or condemnation or expropriation awards paid in respect of any Other Collateral, Borrowers shall prepay Term Loans in an amount equal to such proceeds, subject to Section 8.6.2. (d) Concurrently with any incurrence of Debt by an Obligor (other than Debt permitted under Section 10.2.1), Borrower shall prepay Term Loans in an amount equal to the net proceeds of such incurrence of Debt. (e) On the Revolver Termination related Receipt Date, Borrowers shall prepay all Term Loans (unless sooner repaid hereunder).,

Mandatory Prepayments. (ai) If If, at any time, the aggregate outstanding principal amount Borrower or any Subsidiary receives net cash proceeds from an Asset Sale, the issuance of the Term Loans exceeds the Term Loan Maximum Amount at such timeIndebtedness for borrowed money (other than Permitted Indebtedness) or termination or unwinding of any Swap Agreements or other hedge positions, Borrowers shall, on the sooner of Agent’s demand or the first Business Day after any Borrower has knowledge thereof, repay the outstanding Term Loans in and an amount sufficient to cause the aggregate outstanding principal amount of the Term Loans to be less than or equal to the Term Loan Maximum Amount then in effect. (b) Concurrently with any Permitted Asset Disposition of Other Collateral, Borrowers shall prepay Term Loans in an amount equal to the Net Proceeds of such disposition; provided, that, so long as no Default or Event of Default has occurred and is continuing, Net Proceeds from then the Borrower shall promptly use all of such net cash proceeds, after the prepayment in full of any single amounts outstanding under the ABL Facility, to prepay the Borrowings and if any excess remains after prepaying all of the Borrowings, pay to the Administrative Agent on behalf of the Lenders such Asset Disposition in an amount not in excess of $2,000,000 excess; provided that no such prepayment shall not be required pursuant to be so applied this Section 3.04(d)(i) with respect to the extent Borrowers deliver portion of any net cash proceeds from the sale, transfer or other disposition of Property that the Borrower shall have, on or prior to such date, given written notice to the Administrative Agent a certificate stating that Obligors intend of its intent to use such Net Proceeds to acquire reinvest in assets that are used or useful in the for its business of Obligors within 180 days of the twelve (12) months following receipt of such Net Proceedsnet cash proceeds (and, it being expressly agreed in the case of any commitment to reinvest, so reinvest within six (6) months after the end of such twelve (12) month period); provided that all such Net Proceeds if any net cash proceeds are not so reinvested shall be immediately applied to prepay by the Loans upon deadline specified above and not otherwise used in the expiration of such 180 day period. (c) Concurrently with the receipt prepayment in full of any proceeds of insurance or condemnation or expropriation awards paid in respect of any Other Collateralamounts outstanding under the ABL Facility, Borrowers shall prepay Term Loans in an amount equal to 100% of any such proceeds, subject net cash proceeds shall be applied to the prepayment of the Borrowings as set forth in this Section 8.6.23.04. (dii) Concurrently Each prepayment of Borrowings pursuant to this Section 3.04(d) 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 any incurrence the Eurodollar Borrowing with the least number of Debt by an Obligor (other than Debt permitted under Section 10.2.1), Borrower shall prepay Term Loans days remaining in an amount equal to the net proceeds Interest Period applicable thereto and ending with the Eurodollar Borrowing with the most number of such incurrence of Debtdays remaining in the Interest Period applicable thereto. (eiii) On Prepayments pursuant to this Section 3.04(d) shall be accompanied by accrued interest to the Revolver Termination Date, Borrowers shall prepay all Term Loans (unless sooner repaid hereunder)extent required by Section 3.02.

Mandatory Prepayments. (ai) If at Within three (3) Business Days following the date of receipt by any timeLoan Party of (A) the Net Cash Proceeds of any voluntary or involuntary sale or disposition by any Loan Party under clause (p) of the definition of Permitted Disposition or (B) insurance proceeds related to 5▇▇ ▇. ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇ Jersey 08080, which in each case, such amount shall not be less than $3,000,000, Borrower shall use such Net Cash Proceeds to prepay the aggregate outstanding principal amount of the Term Loans exceeds the Term Loan Maximum Amount at such time, Borrowers shall, on the sooner of Agent’s demand or the first Business Day after any Borrower has knowledge thereof, repay the outstanding Term Loans in an amount sufficient to cause the aggregate outstanding principal amount of the Term Loans to be less than or equal to the Term Loan Maximum Amount then in effect. (b) Concurrently accordance with any Permitted Asset Disposition of Other Collateral, Borrowers shall prepay Term Loans in an amount equal to the Net Proceeds of such dispositionSection 2.3(h); provided, provided that, so long as (A) no Default or Event of Default has shall have occurred and is continuingcontinuing or would result therefrom, Net Proceeds from any single (B) Borrower shall have obtained Agents prior written consent to such Asset Disposition in an amount not in excess of $2,000,000 shall not be required to be so applied to Loan Party applying such monies for the extent Borrowers deliver to Agent a certificate stating that Obligors intend to use such Net Proceeds to acquire replacement, purchase, or construction on the properties or assets that are used or useful in the business of Obligors the Loan Parties, (C) the monies are held in a Deposit Account subject to a Control Agreement in favor of Agents and in which Agents has a perfected first priority security interest, and (D) such Loan Party has, within 180 [***] days of following the initial receipt of such Net Proceedsproceeds, it applied such monies to the costs of the purchase, construction, repair or restoration on the properties or assets held by the Loan Parties), such Loan Party shall have the option to apply such monies to the costs of the replacement, purchase, or construction on the properties or assets useful in the business of the Loan Parties unless and to the extent that such applicable period shall have expired without such replacement, purchase or construction being expressly agreed that all such Net Proceeds made or completed, in which case, any amounts not so reinvested in accordance with the foregoing after expiration of the applicable period above shall be immediately paid to Agents and the Lenders and applied in accordance with Section 2.3(h). For the avoidance of doubt and notwithstanding anything herein to prepay the Loans upon contrary, the expiration of such 180 day period. (c) Concurrently with the receipt Disposition of any proceeds assets by a Non-Core Entity will not require any prepayment of insurance or condemnation or expropriation awards paid in respect of any Other Collateral, Borrowers shall prepay Term Loans in an amount equal to such proceeds, subject to Section 8.6.2the Loans. (d) Concurrently with any incurrence of Debt by an Obligor (other than Debt permitted under Section 10.2.1), Borrower shall prepay Term Loans in an amount equal to the net proceeds of such incurrence of Debt. (e) On the Revolver Termination Date, Borrowers shall prepay all Term Loans (unless sooner repaid hereunder).

Mandatory Prepayments. The Incremental Term Loan will be required to be prepaid with: (a) If at any time, the aggregate outstanding principal amount 100% of the Term Loans exceeds the Term Loan Maximum Amount at such time, Borrowers shall, on the sooner of Agent’s demand or the first Business Day after any Borrower has knowledge thereof, repay the outstanding Term Loans in an amount sufficient to cause the aggregate outstanding principal amount Net Cash Proceeds of the Term Loans issuance or incurrence of debt (other than debt permitted under the Credit Agreement, including any Incremental Loans) by the Borrower or any of its subsidiaries (and for avoidance of doubt, any intercompany loan made by the Borrower to be less than or equal to a foreign subsidiary as contemplated in the Term Loan Maximum Amount then in effect. "Use of Proceeds" section hereof shall not trigger a mandatory prepayment); and (b) Concurrently with any Permitted Asset Disposition 100% of Other Collateral, Borrowers shall prepay Term Loans in an amount equal to the Net Cash Proceeds of such dispositionall asset sales, insurance proceeds, condemnation proceeds and other dispositions under Sections 9.5(f), (g), (i), (k) and (o) of the Credit Agreement; provided, that, so long as no Default or Event of Default has occurred and is continuing, Net Proceeds from any single such Asset Disposition in an amount not in excess of $2,000,000 provided that the Borrower shall not be required to be so applied make any such prepayment in connection with any disposition by a direct or indirect foreign subsidiary of the Borrower to the extent Borrowers deliver that and for so long as the application of such proceeds would (i) be prohibited by applicable local law (and the Borrower hereby agrees to, and to Agent a certificate stating cause the applicable foreign subsidiary to, promptly take all actions reasonably required by applicable local law to permit such application) or (ii) result in material adverse tax consequences (taking into account any foreign tax credit or benefit that Obligors intend would be actually realized in connection with the repatriation of such funds); provided further that, subject to use no continuing Event of Default, dispositions with aggregate Net Cash Proceeds not to exceed $100 million during the term of the Credit Agreement shall be excluded from any prepayment requirement; provided further that, subject to no continuing Event of Default, the Borrower may elect to reinvest such Net Cash Proceeds to acquire in assets that are used or useful in for the business of Obligors the Borrower within 180 days of the twelve months following receipt of such Net ProceedsCash Proceeds or, it being expressly agreed that all if the Borrower enters into a binding commitment to reinvest such Net Cash Proceeds not so reinvested shall within twelve months following receipt thereof, within six months following the date of such commitment. All such mandatory prepayments of the Incremental Term Loan will be immediately applied to prepay reduce, first, the Loans upon next eight scheduled amortization payments on the expiration Incremental Term Loan in direct order of such 180 day period. (c) Concurrently maturity and, thereafter, the remaining scheduled amortization payments on the Incremental Term Loan on a pro rata basis. "Net Cash Proceeds" means, with respect to each event, the receipt gross cash proceeds received by the Borrower or any of any proceeds of insurance or condemnation or expropriation awards paid its subsidiaries in respect of such event (including any Other Collateralcash or cash equivalents received by way of deferred payment pursuant to, Borrowers or by monetization of, a note receivable or otherwise, but only as and when so received) net of the sum of (i) all fees and expenses incurred in connection with such event by the Borrower or any of its subsidiaries, (ii) the amount of all payments required to be made by the Borrower or any of its subsidiaries as a result of such event to repay indebtedness secured by such assets, (iii) the amount of all taxes paid (or reasonably estimated by the Borrower to be payable; provided that, if such estimated taxes exceed the amount of actual taxes required to be paid in cash in respect of such event, the amount of such excess shall prepay Term Loans constitute Net Cash Proceeds) by the Borrower or any of its subsidiaries in an connection with such event, and (iv) the amount equal of any reserves established by the Borrower or any of its subsidiaries in accordance with GAAP to such proceedsfund purchase price adjustments, subject to Section 8.6.2. (d) Concurrently with any incurrence indemnification and similar contingent liabilities, the amount of Debt by an Obligor (other than Debt permitted under Section 10.2.1), Borrower shall prepay Term Loans in an amount equal which are reasonable ascertainable on or prior to the net proceeds consummation of such incurrence of Debtevent; provided that, to the extent and at the time any such amounts are released from such reserve, such amounts shall constitute Net Cash Proceeds. (e) On the Revolver Termination Date, Borrowers shall prepay all Term Loans (unless sooner repaid hereunder).

Mandatory Prepayments. (ai) If for any reason the Total Outstandings at any timetime exceed the Aggregate Commitments then in effect, the Borrower shall immediately prepay Loans and/or Cash Collateralize the L/C Obligations in an aggregate outstanding principal amount equal to such excess; provided, however, that the Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.04(b) unless after the prepayment in full of the Term Loans exceeds the Term Loan Maximum Amount at such time, Borrowers shall, on Total Outstandings exceed the sooner of Agent’s demand or the first Business Day after any Borrower has knowledge thereof, repay the outstanding Term Loans in an amount sufficient to cause the aggregate outstanding principal amount of the Term Loans to be less than or equal to the Term Loan Maximum Amount Aggregate Commitments then in effect. (bii) Concurrently with If, the Parent, the Borrower or any Permitted Asset Subsidiary of the Parent or the Borrower makes any Disposition of Other Collateralassets (other than (i) a Disposition permitted by subsections (a) through (f) of Section 7.04, Borrowers (ii) Dispositions resulting in gross proceeds of $25,000,000 or less, and (iii) Dispositions by Excluded Non-Wholly Owned Subsidiaries), then the Borrower shall prepay Term make a mandatory prepayment of the Loans in the amount of the Net Cash Proceeds of such Disposition if the Consolidated Leverage Ratio is greater than 5.00 to 1.00 at the end of the Reinvestment Period (as defined below); provided that, notwithstanding the foregoing, this requirement for mandatory prepayment shall be reduced to the extent the Borrower, any Guarantor or such Subsidiary reinvests such Net Cash Proceeds by making a Permitted Acquisition during the first 12 months after the date of consummation of such Disposition (the “Start Date”) (such 12 month period after the Start Date herein referred to as the “Reinvestment Period”), so long as no payment Default under Section 8.01(a) or Event of Default exists as of the Start Date or at any time during the Reinvestment Period. If any such payment Default under Section 8.01(a) or Event of Default exists at any time during the Reinvestment Period or if all of such Net Cash Proceeds are not so reinvested during the Reinvestment Period, then the Borrower shall make a mandatory prepayment of the Loans promptly following the occurrence of such payment Default under Section 8.01(a) or Event of Default or the end of the Reinvestment Period, whichever is earlier, in an amount equal to the Net Cash Proceeds of such disposition; providedDisposition less any amounts reinvested during the Reinvestment Period in accordance with the terms of this provision and the other terms of this Agreement. Together with any prepayment required by this Section 2.04(b)(ii), that, so long as no Default or Event of Default has occurred and is continuing, Net Proceeds from any single such Asset Disposition in an amount not in excess of $2,000,000 the Borrower shall not be required to be so applied deliver to the extent Borrowers deliver to Administrative Agent a certificate stating that Obligors intend to use such Net Proceeds to acquire assets that are used or useful in the business of Obligors within 180 days of the receipt Borrower setting forth the calculation of the Net Cash Proceeds of such Net Proceeds, it being expressly agreed that all such Net Proceeds not so reinvested Disposition. Nothing in this Section 2.04(b)(ii) shall be immediately applied deemed to prepay the Loans upon the expiration of such 180 day period. (c) Concurrently with the receipt of permit any proceeds of insurance or condemnation or expropriation awards paid in respect of any Other Collateral, Borrowers shall prepay Term Loans in an amount equal to such proceeds, subject to Section 8.6.2. (d) Concurrently with any incurrence of Debt by an Obligor (other than Debt Disposition not otherwise permitted under Section 10.2.1), Borrower shall prepay Term Loans in an amount equal to the net proceeds of such incurrence of Debtthis Agreement. (e) On the Revolver Termination Date, Borrowers shall prepay all Term Loans (unless sooner repaid hereunder).

Mandatory Prepayments. (a) If at Unless the Required Prepayment Lenders shall otherwise agree, if any timeCapital Stock (other than any Capital Stock issued by the Borrower to finance any Permitted Acquisition) shall be issued by the Borrower or any of its Subsidiaries, an amount equal to 75% (the aggregate outstanding principal amount "Equity Percentage") of the Net Cash Proceeds thereof shall be applied within two Business Days following the date of such issuance toward the prepayment of the Term Loans exceeds Loans; provided that the Term Loan Maximum Amount Equity Percentage shall instead equal 25% if the Consolidated Leverage Ratio, determined as at the end of the most recent period of four consecutive fiscal quarters ended prior to the required date of prepayment for which the relevant financial information is available on a pro forma basis as if such time, Borrowers shall, issuance had occurred on the sooner first day of Agent’s demand or the first Business Day after any Borrower has knowledge thereofsuch period, repay the outstanding Term Loans in an amount sufficient to cause the aggregate outstanding principal amount of the Term Loans to be is less than or equal 3.50 to the Term Loan Maximum Amount then in effect1.0. (b) Concurrently Unless the Required Prepayment Lenders shall otherwise agree, if any Indebtedness shall be incurred by the Borrower or any of its Subsidiaries (excluding any Indebtedness incurred in accordance with Section 7.2 as in effect on the date of this Agreement), an amount equal to 100% (or, in the case of Indebtedness incurred pursuant to Section 7.2(f) after November 26, 2001, 30% (a "30% Application Transaction")) of the Net Cash Proceeds thereof shall be applied on the date of such incurrence toward the prepayment of the Term Loans. (c) Unless the Required Prepayment Lenders shall otherwise agree, if on any Permitted date the Borrower or any of its Subsidiaries shall receive Net Cash Proceeds from any Asset Disposition Sale or Recovery Event then, unless a Reinvestment Notice shall be delivered in respect thereof, an amount equal to 75% of Other Collateralsuch Net Cash Proceeds shall be applied within two Business Days following such date toward the prepayment of the Term Loans; provided, Borrowers that, notwithstanding the foregoing, (i) the aggregate Net Cash Proceeds of Asset Sales that may be excluded from the foregoing requirement pursuant to a Reinvestment Notice shall prepay Term Loans not exceed (x) during the period from the Closing Date to the second anniversary of the Closing Date, $45,000,000, and (y) thereafter, $15,000,000 in any fiscal year of the Borrower (or, in the case of the period commencing on the second anniversary of the Closing Date, the remaining portion of the fiscal year in which such second anniversary falls), and (ii) on each Reinvestment Prepayment Date, an amount equal to the Net Proceeds Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied toward the prepayment of such dispositionthe Term Loans; provided, further, that, so long as no Default or Event of Default has occurred notwithstanding the foregoing, the Borrower and is continuing, Net Proceeds from any single such Asset Disposition in an amount not in excess of $2,000,000 its Subsidiaries shall not be required to be so applied prepay the Term Loans in accordance with this paragraph (c) except to the extent Borrowers deliver to Agent a certificate stating that Obligors intend to use such the Net Cash Proceeds to acquire assets that are used from all Asset Sales which have not been so applied equals or useful exceeds $5,000,000 in the business of Obligors within 180 days of the receipt of such Net Proceeds, it being expressly agreed that all such Net Proceeds not so reinvested shall be immediately applied to prepay the Loans upon the expiration of such 180 day period. (c) Concurrently with the receipt of any proceeds of insurance or condemnation or expropriation awards paid in respect of any Other Collateral, Borrowers shall prepay Term Loans in an amount equal to such proceeds, subject to Section 8.6.2aggregate. (d) Concurrently Unless the Required Prepayment Lenders shall otherwise agree, if, for any fiscal year of the Borrower commencing with any incurrence the fiscal year ending December 31, 2000, there shall be Excess Cash Flow, the Borrower shall, on the relevant Excess Cash Flow Application Date, apply 75% (or, if the Consolidated Leverage Ratio as of Debt by the last day of such fiscal year is not greater than 3.50 to 1.0, 50%) of such Excess Cash Flow toward the prepayment of the Term Loans. Each such prepayment and commitment reduction shall be made on a date (an Obligor "Excess Cash Flow Application Date") no later than five Business Days after the earlier of (other than Debt permitted under i) the date on which the financial statements of the Borrower referred to in Section 10.2.16.1(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. (e) During the period from April 18, 2002 through May 31, 2002, the Borrower shall prepay Term Loans with cash on hand in an aggregate principal amount equal to the net proceeds of such incurrence of Debtat least $54,000,000. (ef) On The application of any prepayment under a Facility pursuant to Section 2.11 shall be made, first, to ABR Loans and, second, to Eurodollar Loans. Each prepayment of the Revolver Termination Date, Borrowers Loans under Section 2.11 (except in the case of Revolving Loans that are ABR Loans and Swingline Loans) shall prepay all Term Loans (unless sooner repaid hereunder)be accompanied by accrued interest to the date of such prepayment on the amount prepaid.

Mandatory Prepayments. (a) If at Upon the date of any timereduction of Commitments pursuant to Section 2.07, the Borrower shall prepay an amount of Loans and provide cash cover for outstanding Letters of Credit in accordance with Section 6.03 in such amounts as may be necessary so that immediately after giving effect to such payment and/or collateralization, (i) the Total Outstanding Amount LESS the amount of collateral so deposited with respect to Aggregate LC Exposure is not greater than (ii) the aggregate outstanding principal amount of the Term Loans exceeds the Term Loan Maximum Amount at such time, Borrowers shall, on the sooner of Agent’s demand or the first Business Day after any Borrower has knowledge thereof, repay the outstanding Term Loans in an amount sufficient to cause the aggregate outstanding principal amount of the Term Loans to be less than or equal to the Term Loan Maximum Amount then in effectCommitments as so reduced. (b) Concurrently with Without limitation of clause (a) above, if at any Permitted Asset Disposition time the Agent shall determine that a Borrowing Base Excession exists, the Agent shall forthwith notify the Banks and the Borrower. On or before the date falling 6 months after the inception of Other Collaterala Borrowing Base Excession, Borrowers the Borrower shall prepay Term remedy such Borrowing Base Excession by (i) prepaying such principal amount of the Loans in an as may be necessary to reduce the outstanding principal amount equal thereof to the Net Proceeds Borrowing Base at the date of such dispositionprepayment, (ii) providing cash cover for Aggregate LC Exposure in accordance with Section 6.03, (iii) increasing the Borrowing Base through the addition of Borrowing Base Properties in accordance with Sections 2.15, 5.02 and 5.21; provided, PROVIDED that, so long as no Default or Event the value of Default has occurred any such Borrowing Base Properties and whether such value is continuing, Net Proceeds from any single sufficient to remedy such Asset Disposition in an amount not in excess of $2,000,000 shall not be required to be so applied to the extent Borrowers deliver to Agent a certificate stating that Obligors intend to use such Net Proceeds to acquire assets that are used or useful in the business of Obligors within 180 days of the receipt of such Net Proceeds, it being expressly agreed that all such Net Proceeds not so reinvested Borrowing Base Excession shall be immediately applied to prepay determined by the Loans upon Required Banks, in their good faith discretion and in a manner that is consistent with the expiration standards set forth in Section 2.15(c), or (iv) a combination of such 180 day period(i), (ii) and/or (iii). (c) Concurrently Each repayment or prepayment of Loans pursuant to this Section 2.09 shall be made together with accrued interest to the receipt date of any proceeds payment, and shall be applied ratably to payment of insurance the Loans of the several Banks in proportion to their Commitments (or, if the Commitments have been terminated, to the aggregate outstanding principal amounts of their Loans). Within the foregoing limits of this Section 2.09, each required payment or condemnation or expropriation awards paid in prepayment shall be made with respect of any Other Collateral, Borrowers shall prepay Term Loans in an amount equal to such proceeds, subject to Section 8.6.2. (d) Concurrently with any incurrence outstanding Group or Groups of Debt by an Obligor (other than Debt permitted under Section 10.2.1), Loans as the Borrower shall prepay Term Loans in an amount equal may designate to the net proceeds of Agent not less than three Euro-Dollar Business Days prior to the date required for such incurrence of Debtpayment or prepayment or, failing such designation by the Borrower, as the Agent may specify by notice to the Borrower and the Banks. (e) On the Revolver Termination Date, Borrowers shall prepay all Term Loans (unless sooner repaid hereunder).

Mandatory Prepayments. (a) If at any timeOn each date on which the Revolving Commitment Amount is reduced pursuant to Section 6.2.2, the aggregate outstanding principal amount of Company shall prepay Revolving Loans in the Term amount, if any, by which the Revolving Outstandings exceed the Revolving Commitments after giving effect to such reduction (and, if all Revolving Loans exceeds and Swing Line Loans have been paid and the Term Loan Maximum Amount at such timeRevolving Outstandings still exceed the Revolving Commitments, Borrowers shall, on the sooner of Agent’s demand or the first Business Day after any Borrower has knowledge thereof, repay Company shall provide cash collateral for the outstanding Term Loans Letters of Credit in an amount sufficient to cause the aggregate outstanding principal amount of the Term Loans to be less than or equal to the Term Loan Maximum Amount then in effectsuch excess). (b) Concurrently with any Permitted Asset Disposition Within 95 days after the end of Other Collateraleach Fiscal Year, Borrowers the Company shall prepay make a prepayment of the Term Loans in an amount equal to the Net Proceeds Specified Percentage (as defined below) of Excess Cash Flow for such disposition; provided, that, so long Fiscal Year. The "Specified Percentage" shall be (i) 75% until the date on which the Company has delivered financial statements demonstrating that the Total Leverage Ratio has been less than 3.0 to 1.0 as no Default or Event of Default has occurred and is continuing, Net Proceeds from any single such Asset Disposition in an amount not in excess of $2,000,000 shall not be required to be so applied to the extent Borrowers deliver to Agent a certificate stating that Obligors intend to use such Net Proceeds to acquire assets that are used or useful in the business of Obligors within 180 days of the receipt last day of such Net Proceeds, it being expressly agreed that all such Net Proceeds not so reinvested shall be immediately applied to prepay the Loans upon the expiration of such 180 day periodtwo consecutive Fiscal Quarters and (ii) 50% thereafter. (c) Concurrently with the receipt by the Company or any Subsidiary of any proceeds Applicable Asset Sale Proceeds, the Company shall make a prepayment of insurance or condemnation or expropriation awards paid in respect of any Other Collateral, Borrowers shall prepay the Term Loans in an amount equal to 100% of such proceedsApplicable Asset Sale Proceeds (rounded down, subject if necessary, to Section 8.6.2an integral multiple of $100,000); provided that no such prepayment shall be required unless the aggregate amount of Applicable Asset Sale Proceeds so received together with all Applicable Asset Sale Proceeds previously received and not previously applied to prepay Term Loans pursuant to this clause (c) exceeds $250,000. (d) Concurrently with the receipt by the Company or any incurrence Subsidiary of any Net Cash Proceeds from the issuance of any Debt by an Obligor (other than Debt permitted under by Section 10.2.110.7), Borrower the Company shall prepay make a prepayment of the Term Loans in an amount equal to 100% of such Net Cash Proceeds. (e) Concurrently with the receipt by the Company or any Subsidiary of any Net Cash Proceeds from the issuance of any equity securities of the Company or any Subsidiary (other than issuances to employees in an aggregate amount not to exceed $1,500,000; issuances to GTCR Capital, GTCR Fund VII, the TCW/Crescent Lenders and each of their respective Affiliates; and issuances in connection with acquisitions permitted hereunder), the Company shall make a prepayment of the Term Loans in an amount equal to 75% of such Net Cash Proceeds. (f) Not later than five days prior to the date on which the Company would be required to make an Asset Sale Offer (as defined in the Subordinated Indenture), the Company shall make a prepayment of the Term Loans in an amount equal to the net proceeds amount of Excess Proceeds (as defined in the Subordinated Indenture) that would be required to be paid pursuant to such incurrence of DebtAsset Sale Offer. (e) On the Revolver Termination Date, Borrowers shall prepay all Term Loans (unless sooner repaid hereunder).

Mandatory Prepayments. (a) If at In the event of any timetermination of all the Revolving Credit Commitments, the aggregate Borrower shall repay or prepay all its outstanding principal amount Revolving Credit Borrowings and all outstanding Swingline Loans on the date of such termination. In the event of any partial reduction of the Term Loans exceeds Revolving Credit Commitments, then (i) at or prior to the Term Loan Maximum Amount at effective date of such timereduction or termination, Borrowers the Administrative Agent shall notify the Borrower and the Revolving Credit Lenders of the Aggregate Revolving Credit Exposure after giving effect thereto and (ii) if the Aggregate Revolving Credit Exposure would exceed the Total Revolving Credit Commitment after giving effect to such reduction or termination, then the Borrower shall, on the sooner date of Agent’s demand such reduction or the first Business Day after any Borrower has knowledge thereoftermination, repay the outstanding Term or prepay Revolving Credit Borrowings or Swingline Loans (or a combination thereof) in an amount sufficient to cause the aggregate outstanding principal amount of the Term Loans to be less than or equal to the Term Loan Maximum Amount then in effecteliminate such excess. (b) Concurrently Not later than the fifth Business Day following the completion of any Asset Sale, the Borrower shall apply 100% of the Net Cash Proceeds received with any Permitted respect thereto to prepay outstanding Term Loans in accordance with Sections 2.13(f) and (h); PROVIDED, however, that the Borrower shall not be required to comply with this Section 2.13(b) until such time as the Net Cash Proceeds from all Asset Disposition of Other Collateral, Borrowers shall Sales received and not otherwise applied to prepay Term Loans in accordance with this Section 2.13(b) exceeds $2,500,000 (and at such time the Borrower shall so apply all such Net Cash Proceeds and, after each such application, shall not be required to comply with the provisions of this paragraph (b) until such time as such received but unapplied Net Cash Proceeds again exceeds $2,500,000). (c) Not later than the earlier of (i) 100 days after the end of each fiscal year of the Borrower, commencing with the fiscal year ending on December 31, 2000, and (ii) ten days after the date on which the financial statements with respect to such period are delivered pursuant to Section 5.04(a), the Borrower shall prepay outstanding Term Loans in accordance with Sections 2.13(f) and (h) in an aggregate principal amount equal to (A) 25% of Excess Cash Flow for the fiscal year then ended if the Total Debt Ratio at the end of such fiscal year was equal to or less than 2:00 to 1:00, (B) 50% of Excess Cash Flow for the fiscal year then ended if the Total Debt Ratio at the end of such fiscal year was greater than 2:00 to 1:00 but equal to or less than 3:00 to 1:00 and (C) 75% of Excess Cash Flow for the fiscal year then ended if the Total Debt Ratio at the end of such fiscal year was greater than 3:00 to 1:00; PROVIDED, HOWEVER, that the amount required to be prepaid pursuant to clause (A), (B) or (C) will be reduced by the amount of any optional prepayments of the principal of Loans made during the fiscal year then ended, but only to the extent that such prepayments cannot by their terms be reborrowed or redrawn and do not occur in connection with a refinancing of all or any portion of such Loans. (d) In the event that any Loan Party or any subsidiary of any Loan Party shall receive Net Cash Proceeds from the issuance or other disposition of Indebtedness for borrowed money of any Loan Party or any subsidiary of any Loan Party (other than Indebtedness for borrowed money permitted pursuant to Section 6.01), the Borrower shall, substantially simultaneously with (and in any event not later than the third Business Day next following) the receipt of such Net Cash Proceeds by such Loan Party or subsidiary, apply an amount equal to the Net Proceeds 100% of such dispositionNet Cash Proceeds to prepay outstanding Term Loans in accordance with Sections 2.13(f) and (h). (e) In the event that there shall occur any Casualty or Condemnation and, pursuant to Section 5.12, the Insurance Proceeds or Condemnation Proceeds, as the case may be, are required to be used to prepay the Term Loans, then the Borrower shall apply an amount equal to 100% of such Insurance Proceeds or Condemnation Proceeds (in each case, net of taxes and other obligations required to be paid out of such proceeds in accordance with the terms of the agreements governing such obligations and this Agreement and the other Loan Documents), as the case may be, to prepay outstanding Term Loans in accordance with Sections 2.13(f) and (h). (f) Mandatory prepayments of outstanding obligations under this Agreement pursuant to paragraphs (b) through (e) above shall, be allocated pro rata between the then-outstanding Tranche A Term Loans and Tranche B Term Loans, and at the option of the Borrower, (i) applied pro rata against the remaining scheduled installments of principal due in respect of Tranche A Term Loans and Tranche B Term Loans under Sections 2.11(a)(i) and (ii), respectively, or (ii) FIRST, applied against the scheduled installments of principal, if any, of Tranche A Term Loans and Tranche B Term Loans due on any Term Loan Repayment Date occurring within six months of the date of such prepayment and SECOND, applied pro rata against the remaining scheduled installments of principal due in respect of Tranche A Term Loans and Tranche B Term Loans under Sections 2.11(a)(i) and (ii), respectively. (g) The Borrower shall deliver to the Administrative Agent, (i) at the time of each prepayment required under paragraphs (b) through (e) above, a certificate signed by a Financial Officer of the Borrower setting forth in reasonable detail the calculation of the amount of such prepayment and (ii) to the extent reasonably practicable, at least three Business Days prior to the time of each prepayment required under this Section 2.13, a notice of such prepayment. Each notice of prepayment shall specify the prepayment date, the Type of each Loan being prepaid and the principal amount of each Loan (or portion thereof) to be prepaid. All prepayments of Borrowings under this Section 2.13 shall be subject to Section 2.16, but shall otherwise be without premium or penalty. (h) Amounts to be applied pursuant to this Section 2.13 to the prepayment of Term Loans and Revolving Loans shall be applied, as applicable, first to reduce outstanding ABR Loans. Any amounts remaining after each such application shall, at the option of the Borrower, be applied to prepay Eurodollar Loans immediately and/or shall be deposited in the Prepayment Account (as defined below) for deferred application to Eurodollar Loans or other Obligations as described below. The Administrative Agent shall apply any cash deposited in the Prepayment Account to prepay Eurodollar Loans on the last day of their respective Interest Periods (or, at the direction of the Borrower, on any earlier date, subject to Section 2.16) until all outstanding Term Loans or Revolving Loans, as the case may be, have been prepaid or until all the allocable cash on deposit with respect to such Loans has been exhausted. For purposes of this Agreement, the term "PREPAYMENT ACCOUNT" shall mean an account established by the Borrower with the Administrative Agent and over which the Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal for application in accordance with this paragraph (h). The Administrative Agent will, at the request of the Borrower, invest amounts on deposit in the Prepayment Account in Permitted Investments that mature prior to the last day of the applicable Interest Periods of the Eurodollar Borrowings to be prepaid; providedPROVIDED, HOWEVER, that (i) the Administrative Agent shall not be required to make any investment that, so long as in its sole judgment, would require or cause the Administrative Agent to be in, or would result in any, violation of any law, statute, rule or regulation and (ii) the Administrative Agent shall have no obligation to invest amounts on deposit in the Prepayment Account in any investments other than overnight Permitted Investments if a Default or Event of Default has shall have occurred and be continuing. The Borrower shall indemnify the Administrative Agent for any losses relating to such investments so that the amount available to prepay Eurodollar Borrowings on the last day of the applicable Interest Period is continuingnot less than the amount that would have been available had such investments not been made pursuant to this paragraph (h). Other than any interest earned on such investments, Net Proceeds from any single such Asset Disposition in an amount not in excess of $2,000,000 the Prepayment Account shall not bear interest. Interest or profits, if any, on such investments shall be required deposited in the Prepayment Account and reinvested and disbursed as specified above. If the maturity of the Loans has been accelerated pursuant to be so applied Article VIII, the Administrative Agent may, in its sole discretion, apply in accordance with the terms hereof and the other Loan Documents all amounts on deposit in the Prepayment Account to satisfy any of the Obligations. The Borrower hereby grants to the extent Borrowers deliver to Agent Administrative Agent, for its benefit and the benefit of the Issuing Bank, the Swingline Lender and the Lenders, a certificate stating that Obligors intend to use such Net Proceeds to acquire assets that are used or useful security interest in the business of Obligors within 180 days of Prepayment Account to secure the receipt of such Net Proceeds, it being expressly agreed that all such Net Proceeds not so reinvested shall be immediately applied to prepay the Loans upon the expiration of such 180 day periodObligations. (c) Concurrently with the receipt of any proceeds of insurance or condemnation or expropriation awards paid in respect of any Other Collateral, Borrowers shall prepay Term Loans in an amount equal to such proceeds, subject to Section 8.6.2. (d) Concurrently with any incurrence of Debt by an Obligor (other than Debt permitted under Section 10.2.1), Borrower shall prepay Term Loans in an amount equal to the net proceeds of such incurrence of Debt. (e) On the Revolver Termination Date, Borrowers shall prepay all Term Loans (unless sooner repaid hereunder).

Mandatory Prepayments. (a) If at Subject to clause (c) below, upon receipt by the Borrower or any timeLoan Party of Net Cash Proceeds arising from an Asset Sale (other than any Asset Sale permitted by Section 8.4(g)), Property Loss Event, Equity Issuance or Debt Issuance, the aggregate outstanding principal amount of Borrower shall immediately prepay the Term Loans exceeds the Term Loan Maximum Amount at such time, Borrowers shall, on the sooner of Agent’s demand or the first Business Day after any Borrower has knowledge thereof, repay the outstanding Term Loans in an amount sufficient equal to cause 100% of such Net Cash Proceeds; provided, however, that no such prepayment shall be required under this Agreement to the aggregate outstanding principal amount of extent the Term Loans to First Lien Available Credit would be less than or equal $75,000,000 after giving effect to the Term Loan Maximum Amount then in effectsuch prepayment. (b) Concurrently with Upon receipt by the Borrower or any Permitted Loan Party of Net Cash Proceeds arising from an Asset Disposition of Other CollateralSale permitted under Section 8.4(g), Borrowers the Borrower shall prepay Term the Loans in an amount equal to the amount of Net Cash Proceeds specified in clause (ii) below. Notwithstanding anything herein to the contrary, such Net Cash Proceeds shall be applied as follows: (i) first, the Borrower shall immediately prepay that portion of the outstanding revolving loans (and provide cash collateral in respect of letters of credit) under the First Lien Credit Agreement in an amount equal to that portion of the First Lien Available Credit created solely by the inclusion of the assets subject to such Asset Sale in the Borrowing Base (as defined in the First Lien Credit Agreement) immediately prior to the consummation of such disposition; provided, that, so long as Asset Sale (and to the extent that there are no revolving loans outstanding under the First Lien Credit Agreement at such time and no Default or Event of Default under the First Lien Credit Agreement has occurred and is continuing, the Borrower shall be entitled to retain such Net Cash Proceeds); and (ii) second, the Borrower shall apply 50% of the remaining balance of Net Cash Proceeds from after giving effect to the application of such proceeds made under clause (i) above as a mandatory prepayment of the Loans. (c) Notwithstanding clause (a) above, upon the occurrence of any single Asset Sale or Property Loss Event in respect of which a Responsible Officer of the Borrower has delivered a Reinvestment Notice (a "Reinvestment Event"), all of the following shall occur: (i) Upon receipt of the Net Cash Proceeds subject to such Asset Disposition Reinvestment Notice (as long as no Event of Default shall have occurred and be continuing), the Borrower shall be permitted to make Permitted Reinvestments using such Net Cash Proceeds, as set forth in an amount not in excess of $2,000,000 the Reinvestment Notice for such Net Cash Proceeds, and shall not be required to be so applied prepay the Loans to the extent Borrowers deliver to Agent a certificate stating that Obligors intend to use such Net Proceeds to acquire assets that are used or useful provided in the business of Obligors within 180 days of the receipt of such Net Proceeds, it being expressly agreed that all such Net Proceeds not so reinvested shall be immediately applied to prepay the Loans upon the expiration of such 180 day periodclause (a) above. (cii) Concurrently with On each Reinvestment Prepayment Date for such Reinvestment Event, to the receipt of any proceeds of insurance or condemnation or expropriation awards paid in respect of any Other Collateralextent the First Lien Available Credit would not be less than $75,000,000 after giving effect to such prepayment, Borrowers the Borrower shall prepay Term the Loans in an amount SECOND LIEN CREDIT AGREEMENT TECUMSEH PRODUCTS COMPANY equal to the Reinvestment Prepayment Amount applicable to such proceeds, subject to Section 8.6.2Reinvestment Prepayment Date. (d) Concurrently Together with any incurrence prepayment of Debt by an Obligor the Loans pursuant to clauses (other than Debt permitted under Section 10.2.1)a) or (c) above, the Borrower shall prepay Term also pay the Prepayment Premium, if any, for such Loans in an amount equal to calculated at the net proceeds time of such incurrence of Debtprepayment. (e) On Notwithstanding the Revolver Termination Dateforegoing, Borrowers no mandatory prepayment under this Section 2.7 shall prepay all Term Loans (unless sooner repaid hereunder)be required if such prepayment is otherwise prohibited under the First Lien Credit Agreement.

Mandatory Prepayments. (a) If at In the event and on each occasion that the Borrower shall issue any timeStock (other than Excluded Borrower Stock) or issue or incur any Debt (other than Excluded Borrower Debt), the aggregate outstanding Borrower shall, concurrently with such issuance or incurrence, immediately give notice to the Administrative Agent of such issuance or incurrence, and on the 3rd Euro-Dollar Business Day thereafter the Borrower shall repay or prepay the principal amount of the Term Loans exceeds the Term Loan Maximum Amount at such time, Borrowers shall, on the sooner of Agent’s demand or the first Business Day after any Borrower has knowledge thereof, repay the outstanding Term Loans in an amount sufficient to cause the aggregate outstanding principal amount of the Term Loans to be less than or equal to the Term Loan Maximum Amount then in effect. (b) Concurrently with any Permitted Asset Disposition of Other Collateral, Borrowers shall prepay Term Loans in an amount equal to 100% of the Net Proceeds of such disposition; provided, that, so long as no Default Stock (in the case of issuance of Stock) or Event 100% of Default has occurred and is continuing, the Net Proceeds from of Debt (in the case of issuance or incurrence of Debt). (b) In the event and on each occasion that the Borrower or any single of its Subsidiaries shall sell or otherwise dispose of any assets (other than Excluded Sales), the Borrower shall, concurrently with such Asset Disposition in an amount not in excess sale or disposition, immediately give notice to the Administrative Agent of $2,000,000 shall not be required to be so applied such sale or disposition, and on the 3rd Euro-Dollar Business Day thereafter the Borrower shall, to the extent Borrowers deliver to Agent a certificate stating that Obligors intend to use the amount of Net Disposition Proceeds arising from such sale or disposition, when aggregated with the total amount of Net Disposition Proceeds to acquire assets that are used arising from all other sales and dispositions (other than Excluded Sales) made after the Closing Date, exceeds $50,000,000, repay or useful in prepay the business of Obligors within 180 days principal amount of the receipt of such Net Proceeds, it being expressly agreed that all such Net Proceeds not so reinvested shall be immediately applied to prepay the Loans upon the expiration of such 180 day period. (c) Concurrently with the receipt of any proceeds of insurance or condemnation or expropriation awards paid in respect of any Other Collateral, Borrowers shall prepay Term Loans in an amount equal to 100% of such proceeds, subject Net Disposition Proceeds to Section 8.6.2the extent that such Net Disposition Proceeds exceed $50,000,000. (dc) Concurrently with any incurrence of Debt Each such payment or prepayment shall be accompanied by an Obligor (other than Debt permitted under Section 10.2.1), Borrower shall prepay Term Loans in an amount equal to all accrued and unpaid interest on the net proceeds amount so prepaid (together with, in the case of such incurrence prepayment of Debt. Euro-Dollar Loans, any amounts due under Section 8.05) and shall be applied to repay or prepay ratably the Loans of the several Banks in the inverse order of maturity; provided that any prepayment required pursuant to clause (ea) On or (b) above that occurs within the Revolver Termination Date, Borrowers ninety (90) day period immediately preceding the First Payment Date shall prepay all Term Loans (unless sooner repaid hereunderbe applied to repay the first principal installment referenced in Section 2.04(i).

Mandatory Prepayments. The Borrower shall prepay the Collective Facilities at the times and in the manner set forth below in the respective amounts set forth in the following clauses (ai) If at and (ii) (the “Mandatory Prepayment Funds”): (i) In the case of any timeMaterial Asset Sale occurring during a Leverage Trigger Period, within 3 Business Days following the end of the applicable Reinvestment Period (the “Repayment Date”), the Borrower shall prepay the Collective Facilities in an aggregate outstanding principal amount equal to all Net Cash Proceeds resulting from such Material Asset Sale; provided, however, that the amount of the Term Loans exceeds required prepayments under this clause (i) shall be reduced first by, for any Material Asset Sale individually, the Term Loan Maximum Amount at amount of any Reinvestments up to the amount of such timeNet Cash Proceeds made during the 6-month period immediately following the closing of such Material Asset Sale (the “Reinvestment Period”) and second by, Borrowers shallfor all Material Asset Sales collectively, the first $100,000,000 of Net Cash Proceeds above any such Reinvestments resulting from such Material Asset Sales; provided, however, that (1) if the applicable Repayment Date is not during a Leverage Trigger Period, then no Mandatory Prepayments shall be required with respect to such Material Asset Sale pursuant to this Section 2.07(c)(i), and (2) if, on the sooner applicable Repayment Date, a Subsidiary of the Borrower shall be a party to a binding contract for the purchase of an Unencumbered Property executed during the applicable Reinvestment Period, then the applicable Reinvestment Period shall be extended for a period of 60 days upon Borrower’s notice to the Administrative Agent’s demand or , which notice shall be accompanied by a certified copy of the first applicable purchase contract, but in no case shall a single Reinvestment Period be so extended more than once; and (ii) In the case of any Refinancing Debt incurred during a Leverage Trigger Period, within 3 Business Day after any Days following incurrence of such Refinancing Debt, the Borrower has knowledge thereof, repay shall prepay the outstanding Term Loans Collective Facilities in an aggregate amount sufficient equal to cause all Net Cash Proceeds resulting from such Refinancing Debt. The Mandatory Prepayment Funds shall first be applied to the aggregate outstanding Collective Facilities on a pro rata basis based on the principal amount amount, as of the Term Loans to be less than date of the applicable prepayment, of outstanding Advances (as such term is defined herein or equal to in the 2021 Term Loan Maximum Amount then in effect. (bAgreement, as applicable) Concurrently with any Permitted Asset Disposition of Other Collateral, Borrowers shall prepay Term Loans in an amount equal to the Net Proceeds of such disposition; provided, that, so long as no Default or Event of Default has occurred and is continuing, Net Proceeds from any single such Asset Disposition in an amount not in excess of $2,000,000 shall not be required to be so applied to the extent Borrowers deliver to Agent a certificate stating that Obligors intend to use such Net Proceeds to acquire assets that are used or useful in the business of Obligors within 180 days of the receipt of such Net Proceeds, it being expressly agreed that all such Net Proceeds not so reinvested shall be immediately applied to prepay the Loans upon the expiration of such 180 day period. (c) Concurrently with the receipt of any proceeds of insurance or condemnation or expropriation awards paid in respect of any Other Collateral, Borrowers shall prepay Term Loans in an amount equal to such proceeds, subject to Section 8.6.2. (d) Concurrently with any incurrence of Debt by an Obligor (other than Debt permitted under Section 10.2.1), Borrower shall prepay Term Loans in Mandatory Commitment Reduction. Any Mandatory Prepayment Funds remaining after applying an amount equal to the net proceeds Mandatory Commitment Reduction as described in the immediately preceding sentence shall be applied to the outstanding Revolving Facility Advances. Any Mandatory Prepayment Funds remaining after payment of all outstanding Revolving Facility Advances shall be deposited into the Cash Collateral Account up to the outstanding Letter of Credit Exposure as security for the Obligations and such incurrence of Debtfunds shall be disbursed in accordance with Section 8.04 mutatis mutandis. (e) On the Revolver Termination Date, Borrowers shall prepay all Term Loans (unless sooner repaid hereunder).

Mandatory Prepayments. (ai) If on any day the sum of the Revolver Usage exceeds the Borrowing Base, Borrower shall immediately pay to Agent an amount equal to such excess to be applied to the outstanding principal of the Advances. (ii) If on any day the Revolver Commitment is terminated, Borrower shall immediately repay the Term Loan. (iii) If at any time, time the aggregate outstanding principal amount of the Term Loans exceeds the Term Loan Maximum Amount at such time, Borrowers shall, on the sooner of Agent’s demand or the first Business Day after any Borrower has knowledge thereof, repay the outstanding Term Loans in an amount sufficient to cause the aggregate outstanding principal amount of the Term Loans to be Fixed Asset Coverage Ratio is less than or equal 0.50 to the Term Loan Maximum Amount then in effect. (b) Concurrently with any Permitted Asset Disposition of Other Collateral1.0, Borrowers Borrower shall prepay Term Loans in immediately pay to Agent an amount equal to such excess, to be applied to the Net Proceeds principal installments of such disposition; providedthe Term Loan in the inverse order of maturity. Agent shall have the right to have the Eligible Equipment and the Eligible Real Property Collateral reappraised by a qualified appraisal company selected by Agent in its Permitted Discretion from time to time after the Closing Date for the purposes of the definition of "Term Loan Amount" and this SECTION 2.4(C)(III), provided that, so long as no Default or Event of Default has occurred and is continuing, Net Proceeds from appraisals of the Eligible Equipment shall not be conducted more frequently than once each calendar year and appraisals of the Eligible Real Property Collateral shall not be conducted more frequently than once each calendar year. (iv) Immediately upon any single sale or disposition by Borrower of property or assets (other than a Permitted Disposition described in clauses (b), (c), (d), (e) or (f) of the definition of such Asset Disposition term) or the receipt by Borrower of the proceeds of any insurance policy with respect to Inventory, Equipment or Real Property or condemnation awards with respect to Inventory, Equipment or Real Property, Borrower shall prepay the outstanding principal amount of the Term Loan and the Advances in accordance with SECTION 2.4(D) in an amount equal to 100% of the Net Cash Proceeds or the insurance or condemnation proceeds received by such Person in connection with such sales or dispositions or such casualty or condemnation event to the extent that the aggregate amount of Net Cash Proceeds or proceeds of insurance or condemnation awards received by Borrower (and not paid to Agent as a prepayment of the Term Loan and the Advances) for all such sales or dispositions shall exceed, since the Closing Date, (A) $500,000 in excess the case of Net Cash Proceeds of sales or dispositions and (B) $2,000,000 1,000,000 in the case of proceeds of insurance or condemnation awards (other than sales or dispositions of Inventory, Equipment or Real Property or insurance proceeds or condemnation awards with respect to Inventory, Equipment or Real Property as to which, except as otherwise provided in SECTION 6.7(B), no minimum amount will apply), PROVIDED, that, except during the continuance of an Event of Default, proceeds from any insurance policy or condemnation award with respect to either of the facilities located in Boca Raton, Florida shall not be required to be so applied to the extent Borrowers deliver that such proceeds are used to replace, repair or restore the applicable facility located in Boca Raton, Florida if (i) the amount of proceeds received in respect of such insurance policy or condemnation award is less than $2,000,000, (ii) Borrower delivers a certificate to Agent a certificate within 30 days after the date of such loss, destruction or taking stating that Obligors intend such proceeds shall be used to use replace, repair or restore the applicable facility located in Boca Raton, Florida within a period specified in such Net Proceeds certificate not to acquire assets that are used or useful in the business of Obligors within exceed 180 days of after the receipt of such Net Proceeds, it being expressly agreed that proceeds (which certificate shall set forth estimates of the proceeds to be so expended) and (iii) such proceeds are deposited in a DDA subject to a Control Agreement. If all or any portion of such Net Proceeds proceeds not so reinvested shall be immediately applied to prepay the Loans upon prepayment of the expiration of Term Loan and Advances in accordance with this SUBCLAUSE (IV) are not used in accordance with the preceding sentence within such 180 day period. , such remaining portion shall be applied to the Term Loan and Advances in accordance with this SUBCLAUSE (cIV) Concurrently with on the receipt last day of any such specified period. Borrower shall not be obligated under this Agreement and the other Loan Documents to replace, repair or restore the applicable facility located in Boca Raton, Florida to the extent, but only to the extent, that the proceeds of insurance or condemnation or expropriation awards paid received in respect of any Other Collateralinsurance policy or condemnation award are applied to the Term Loan or the Advances. Nothing contained in this SUBCLAUSE (IV) shall permit Borrower to sell or otherwise dispose of any property or assets other than in accordance with SECTION 7.4. (v) Upon the receipt by Borrower of any Extraordinary Receipts during the continuance of an Event of Default, Borrowers Borrower shall prepay the outstanding principal of the Term Loans Loan and the Advances in accordance with Section 2.4(d) below in an amount equal to 100% of such proceedsExtraordinary Receipts, subject to Section 8.6.2net of any reasonable expenses incurred in collecting such Extraordinary Receipts. (dvi) Concurrently with any incurrence Within ten (10) Business Days of Debt by an Obligor delivery to Agent of each of the audited annual financial statements pursuant to SECTION 6.3(B) or, if such financial statements are not delivered to Agent on the date such statements are required to be delivered pursuant to SECTION 6.3(B), ten (other than Debt permitted under Section 10.2.110) Business Days after the date such statements are required to be delivered to Agent pursuant to SECTION 6.3(B), Borrower shall prepay Term Loans in pay to Agent an amount equal to 25% of the net proceeds of Excess Cash Flow for the Fiscal Year covered by such incurrence of Debt. (e) On the Revolver Termination Datefinancial statements, Borrowers shall prepay all Term Loans (unless sooner repaid hereunderto be applied in accordance with SECTION 2.4(D).

Mandatory Prepayments. (a) Clause (i) of Section 2.05(c) of the Financing Agreement is hereby amended and restated in its entirety to read as follows: (i) If at any time, time the aggregate outstanding principal amount of the Term sum of the Revolving A Loans, the Revolving B Loans and the Revolving C Loans plus the outstanding amount of all Letter of Credit Obligations exceeds the Term difference between the Borrowing Base and the Availability Reserve, the Borrower will immediately prepay the applicable Revolving Loans to the full extent of any such excess in accordance with Section 2.05(d). On each day that any Revolving A Loan, Revolving B Loan, Revolving C Loan Maximum Amount at or Letter of Credit Obligations are outstanding, the Borrower shall hereby be deemed to represent and warrant to the Agents and the Lenders that the difference between the Borrowing Base and the Availability Reserve calculated as of such time, Borrowers shall, on the sooner of Agent’s demand day equals or the first Business Day after any Borrower has knowledge thereof, repay the outstanding Term Loans in an amount sufficient to cause exceeds the aggregate outstanding principal amount of all Revolving A Loans, Revolving B Loans, Revolving C Loans and Letter of Credit Obligations outstanding on such day. If, at any time after the Term Loans to Borrower has complied with the first sentence of this Section 2.05(c)(i), the aggregate Letter of Credit Obligations is greater than the lesser of (A) the then current Borrowing Base minus the Availability Reserve and (B) the Total Revolving A Credit Commitment, provided, that, for purposes of calculating the immediately preceding clause (B), if the Availability Reserve exceeds the sum of the Total Revolving B Credit Commitment and the Total Revolving C Credit Commitment, the amount in excess of the Availability Reserve shall be less than or equal deducted from clause (B), the Borrower shall provide cash collateral to the Term Loan Maximum Amount then in effect. (b) Concurrently with any Permitted Asset Disposition of Other Collateral, Borrowers shall prepay Term Loans Funding Agent in an amount equal to the Net Proceeds 110% of such disposition; excess, which cash collateral shall be deposited in an account under the sole and exclusive control of the Funding Agent for the benefit of the Agents, the Lenders and/or the L/C Issuer and, provided that no Event of Default shall have occurred and be continuing, such cash collateral shall be returned to the Borrower, at such time as the aggregate Letter of Credit Obligations plus the aggregate principal amount of all outstanding Revolving Loans no longer exceeds the lesser of (A) the then current Borrowing Base minus the Availability Reserve and (B) the Total Revolving A Credit Commitment, provided, that, so long as no Default or Event for purposes of Default has occurred calculating the immediately preceding clause (B), if the Availability Reserve exceeds the difference between (x) the sum of the Total Revolving B Credit Commitment and is continuingthe Total Revolving C Credit Commitment, Net Proceeds from any single such Asset Disposition in an the amount not in excess of $2,000,000 the Availability Reserve shall not be required to be so applied to the extent Borrowers deliver to Agent a certificate stating that Obligors intend to use such Net Proceeds to acquire assets that are used or useful in the business deducted from clause (B).” (b) Clause (viii) of Obligors within 180 days Section 2.05(c) of the receipt of such Net Proceeds, it being expressly agreed that all such Net Proceeds not so reinvested shall be immediately applied Financing Agreement is hereby amended and restated in its entirety to prepay the Loans upon the expiration of such 180 day period. (c) Concurrently with the receipt of any proceeds of insurance or condemnation or expropriation awards paid in respect of any Other Collateral, Borrowers shall prepay Term Loans in an amount equal to such proceeds, subject to Section 8.6.2. (d) Concurrently with any incurrence of Debt by an Obligor (other than Debt permitted under Section 10.2.1), Borrower shall prepay Term Loans in an amount equal to the net proceeds of such incurrence of Debt. (e) On the Revolver Termination Date, Borrowers shall prepay all Term Loans (unless sooner repaid hereunder).read as follows:

Mandatory Prepayments. The Loan is subject to mandatory prepayment as follows, each without a Yield Maintenance Premium (provide that there shall not exist an Event of Default at the time of such mandatory prepayment and that mandatory prepayment is made as and in accordance with the applicable requirements of this Agreement): (1) The Loan is subject to mandatory prepayment in certain instances of Casualty and Condemnation (each a "CASUALTY/CONDEMNATION PREPAYMENT"), in the manner and to the extent set forth in Paragraph 12.C(4). Each Casualty/Condemnation Prepayment shall be made on a scheduled payment date and include all accrued and unpaid interest up to but not including that scheduled payment date or, if not paid on a scheduled payment date, include interest that would have accrued on that prepayment through the next regularly scheduled payment date. (2) Borrower's shall prepay that portion of the Loan that is equal to the Excess Loan Amount, as defined, described and determined below. (a) If Under the procedure established in Paragraph 13.E of the Loan Agreement (and the corresponding provisions of Schedule 13.E), Lender has agreed to close the Loan without having received or approved of Appraisals for the Properties. The Appraisals to be delivered under that Paragraph, as approved by Lender as to both form and substance, must demonstrate a loan-to-value ratio that does not exceed 70%, taking into consideration all Properties (the "LOAN-TO-VALUE REQUIREMENT"). Borrower shall provide Lender with Appraisal Reports for all of the Individual Properties, in final form (each a "FINAL APPRAISAL") and in sufficient time to permit Lender's full review and comment, and if necessary each Appraiser's response and/or revision, on or before July 2, 1998 (the "FINAL APPRAISAL DATE"). Borrower shall pay to Lender, within five Business Days after written demand by Lender the excess, if any, of the Loan amount at any time, the time of that demand over 70% of the aggregate outstanding principal amount final fair market value (the "APPRAISED VALUE") of all Properties taken together and established by the Term Loans exceeds Final Appraisals approved by Lender for each Individual Property (the Term Loan Maximum Amount at such time, Borrowers shall, on the sooner of Agent’s demand or the first Business Day after any Borrower has knowledge thereof, repay the outstanding Term Loans in an amount sufficient to cause the aggregate outstanding principal amount of the Term Loans to be less than or equal to the Term Loan Maximum Amount then in effect. (b) Concurrently with any Permitted Asset Disposition of Other Collateral, Borrowers shall prepay Term Loans in an amount equal to the Net Proceeds of such disposition; provided, that, so long as no Default or Event of Default has occurred and is continuing, Net Proceeds from any single such Asset Disposition in an amount not in excess of $2,000,000 shall not be required to be so applied to the extent Borrowers deliver to Agent a certificate stating that Obligors intend to use such Net Proceeds to acquire assets that are used or useful in the business of Obligors within 180 days of the receipt of such Net Proceeds, it being expressly agreed that all such Net Proceeds not so reinvested shall be immediately applied to prepay the Loans upon the expiration of such 180 day period. (c) Concurrently with the receipt of any proceeds of insurance or condemnation or expropriation awards paid in respect of any Other Collateral, Borrowers shall prepay Term Loans in an amount equal to such proceeds, subject to Section 8.6.2. (d) Concurrently with any incurrence of Debt by an Obligor (other than Debt permitted under Section 10.2.1"EXCESS LOAN AMOUNT"), Borrower shall prepay Term Loans in an amount equal to together with Hedge Breakage Costs. In determining the net proceeds of such incurrence of Debt. (e) On the Revolver Termination Date, Borrowers shall prepay all Term Loans (unless sooner repaid hereunder).Excess Loan Amount,

Mandatory Prepayments. Borrower shall make mandatory prepayments on the Obligation to Administrative Agent in the following amounts (awithout duplication): (i) If On any date of determination, if the Commitment Usage exceeds the Commitment then in effect, or if the Swing Principal Debt exceeds the Swing Line Subfacility then in effect, then Borrower shall make a mandatory prepayment of the Principal Debt under the Revolving Facility in at least the amount of any timesuch excess, together with (A) all accrued and unpaid interest on the aggregate outstanding principal amount so prepaid and (B) any Consequential Loss arising as a result thereof. (ii) On any date of determination, if a Borrowing Base Deficiency exists, Borrower shall make a mandatory prepayment of the Term Loans exceeds Principal Debt under the Term Loan Maximum Amount Revolving Facility in at such time, Borrowers shall, on least the sooner of Agent’s demand or the first Business Day after any Borrower has knowledge thereof, repay the outstanding Term Loans in an amount sufficient necessary to cause the aggregate outstanding Borrowing Base Deficiency to no longer exist, together with (A) all accrued and unpaid interest on the principal amount of the Term Loans to be less than or equal to the Term Loan Maximum Amount then in effectso prepaid and (B) any Consequential Loss arising as a result thereof. (biii) Concurrently with any Permitted Asset Disposition 100% of Other Collateral, Borrowers shall prepay Term Loans in an amount equal to the Net Proceeds of such disposition; provided, that, so long as no Default or Event of Default has occurred and is continuing, Net Proceeds from any single such Asset Disposition sale (subject in an amount all respects to Section 9.10) of assets by Borrower, other than any sale of assets which are obsolete or are no longer in use and which are not in excess of $2,000,000 shall not be required to be so applied significant to the extent Borrowers deliver to Agent a certificate stating that Obligors intend to use such continuation of Borrower's business; CREDIT AGREEMENT PMC COMMERCIAL TRUST (iv) 100% of the Net Proceeds to acquire assets that are used received by the Companies in connection with any Structured Financing or useful in the business of Obligors within 180 days Asset Securitization; and (v) 100% of the receipt of such Net Proceeds, it being expressly agreed that all such Net Proceeds not so reinvested shall be immediately applied from any Debt incurred as permitted by Section 9.2(a)(iv). Mandatory prepayments made pursuant to prepay the Loans upon the expiration of such 180 day period. clauses (ciii) Concurrently with the receipt of any proceeds of insurance or condemnation or expropriation awards paid in respect of any Other Collateral, Borrowers shall prepay Term Loans in an amount equal to such proceeds, subject to Section 8.6.2. - (dv) Concurrently above (together with any incurrence of Debt by an Obligor (other than Debt permitted under Section 10.2.1), Borrower shall prepay Term Loans in an amount equal to related Consequential Loss) are payable on the net same Business Day on which the proceeds of such incurrence sale, securitization or issuance are received by Borrower, and must be made together with (A) all accrued and unpaid interest on the principal amount so prepaid and (B) any Consequential Loss arising as a result thereof. If the amount of Debtany mandatory prepayment required hereunder is greater than the then-outstanding Obligation, any such excess may be retained by Borrower. (e) On the Revolver Termination Date, Borrowers shall prepay all Term Loans (unless sooner repaid hereunder).

Mandatory Prepayments. (a) If at (i) Not later than the fifth Business Day following the receipt of Net Cash Proceeds in respect of any timeAsset Sale (other than in respect of a sale involving any Real Property Asset), the aggregate outstanding principal amount Borrower shall apply 100% of the Term Net Cash Proceeds received with respect thereto to prepay outstanding Loans exceeds the Term Loan Maximum Amount at such timeand (ii) concurrently with, Borrowers shall, on the sooner of Agent’s demand or the first Business Day after any Borrower has knowledge thereof, repay the outstanding Term Loans in an amount sufficient to cause the aggregate outstanding principal amount of the Term Loans to be less than or equal and as a condition to the Term closing of, any Asset Sale or Required Dedication with respect to an interest in any Real Property Asset by any Loan Maximum Amount then in effect. (b) Concurrently with any Permitted Asset Disposition of Other CollateralParty, Borrowers the Borrower shall prepay Term the Loans in an amount equal to the Net Required Land Sales Proceeds attributable to such Asset Sale or Required Dedication, in each case, less any Asset Sale Holdback Amounts. (i) In the event and on each occasion that an Equity Issuance occurs, the Borrower shall, substantially simultaneously with (and in any event not later than the fifth Business Day next following) the occurrence of such disposition; providedEquity Issuance, thatapply 50% of the Net Cash Proceeds therefrom to prepay outstanding Loans and (ii) in the event and on each occasion that an OpCo Intermediate Equity Issuance occurs, so long as no Default or Event the Borrower shall, substantially simultaneously with (and in any event not later than the fifth Business Day next following) the occurrence of Default has occurred and is continuingsuch OpCo Intermediate Equity Issuance, apply 100% of the Net Cash Proceeds from therefrom (less any single such Asset Disposition in an amount not in excess of $2,000,000 shall not be amounts that are required to be so applied used to repay any loans pursuant to the extent Borrowers deliver to Agent a certificate stating that Obligors intend to use such Net Proceeds to acquire assets OpCo Credit Agreement) that are used actually received by the Borrower (it being understood that such proceeds are required to be delivered to the Borrower for such purpose) to prepay outstanding Loans. (c) No later than the earlier of (i) 90 days after the end of each fiscal year of the Borrower, commencing with the fiscal year ending on December 31, 2007, and (ii) the date on which the financial statements with respect to such period are delivered pursuant to Section 5.04(a), the Borrower shall prepay outstanding Loans in an aggregate principal amount equal to 100% of Excess Cash Flow for the fiscal year then ended. (d) In the event that any Loan Party shall receive Net Cash Proceeds from the issuance or useful incurrence of Indebtedness for money borrowed of any Loan Party or any subsidiary of a Loan Party (other than any cash proceeds from the issuance of Indebtedness for money borrowed permitted pursuant to Section 6.01), the Borrower shall, substantially simultaneously with (and in any event not later than the business of Obligors within 180 days of fifth Business Day next following) the receipt of such Net ProceedsCash Proceeds by such Loan Party or such subsidiary, it being expressly agreed that all such Net Proceeds not so reinvested shall be immediately applied to prepay the Loans upon the expiration of such 180 day period. (c) Concurrently with the receipt of any proceeds of insurance or condemnation or expropriation awards paid in respect of any Other Collateral, Borrowers shall prepay Term Loans in apply an amount equal to such proceeds, subject to Section 8.6.2. (d) Concurrently with any incurrence of Debt by an Obligor (other than Debt permitted under Section 10.2.1), Borrower shall prepay Term Loans in an amount equal to the net proceeds 100% of such incurrence of DebtNet Cash Proceeds to prepay outstanding Loans. (e) On In the Revolver Termination Dateevent that any Loan Party shall receive Net Cash Proceeds from any Extraordinary Receipt, Borrowers the Borrower shall, substantially simultaneously with (and in any event not later than the fifth Business Day next following) the receipt of such Extraordinary Receipt, apply 100% of such Extraordinary Receipt to prepay outstanding Loans. (f) In the event that OpCo or OpCo Intermediate makes a dividend, distribution or other Restricted Payment to OpCo Holdings (other than in respect of Restricted Payments made pursuant to Section 6.06(a)(i) through 6.06(a)(x) of the OpCo Credit Agreement), the Borrower shall, substantially simultaneously with (and in any event not later than the fifth Business Day next following) the receipt of such payment by OpCo Holdings, cause 100% of the cash proceeds therefrom to be applied to prepay outstanding Loans. (g) The Borrower shall prepay all Term Loans deliver to the Administrative Agent, at the time of each prepayment required under this Section 2.12, (unless sooner repaid hereunder)i) a certificate signed by a Financial Officer of the Borrower setting forth in reasonable detail the calculation of the amount of such prepayment and (ii) to the extent practicable, at least three days prior written notice of such prepayment. Each notice of prepayment shall specify the prepayment date, the Type of each Loan being prepaid and the principal amount of each Loan (or portion thereof) to be prepaid. All prepayments of Borrowings under this Section 2.12 shall be subject to Section 2.15, but shall otherwise be without premium or penalty, and shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of payment.

Mandatory Prepayments. Without reducing the Total Commitments or any of the Commitments except from and after the giving of notice by the Administrative Agent in accordance with Section 2.05(b)(i), the Borrower shall prepay the Loans as follows: (ai) If If, at any time, the aggregate Effective Amount of all Revolving Loans, Swing Line Loans and L/C Obligations then outstanding principal amount of the Term Loans exceeds the Term Loan Maximum Amount Total Commitment at such time, Borrowers shall, on the sooner of Agent’s demand or Borrower shall immediately (A) prepay the first Business Day after any Borrower has knowledge thereof, repay Swing Line Loans to the outstanding Term 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 amount sufficient to cause the aggregate outstanding principal amount of the Term Loans to be less than or equal to such excess, and (C) if the Term Loan Maximum Amount then in effect. (b) Concurrently with any Permitted Asset Disposition of Other CollateralTotal Commitment has been reduced to zero, Borrowers shall prepay Term Loans Cash Collateralize the Obligations in an amount equal to the then Effective Amount of the L/C Obligations. (ii) If, during any fiscal year (including fiscal year 2005), any Significant Party sells or otherwise disposes of any assets (other than (A) sales permitted under Sections 5.02(c)(i), (ii), (iii), (iv) or (v) and (B) sales or leases between Borrower Entities or substantially equivalent exchanges of assets at Fair Market Value and upon terms at least as favorable as an arms-length transaction with unaffiliated Persons (collectively “Permitted Sales”)) and the Net Cash Proceeds and Temporary Cash Investments of such dispositionassets sales or other dispositions (other than Permitted Sales), when added to the Net Cash Proceeds and Temporary Cash Investments of all such sales by all Significant Parties during such fiscal year (other than Permitted Sales), in the aggregate, exceed 10% of Consolidated Tangible Net Worth as of the end of the last day of the immediately preceding fiscal year, the Borrower shall, after the completion of each sale or other disposition which results in such an excess or an increase in such an excess (but subject to the reinvestment exceptions below), prepay (or cause to be prepaid) the outstanding Revolving Loans and the other Obligations in the manner set forth in Section 2.07(e), in each case, in an aggregate principal amount equal to 100% of such excess or such increase in such excess; provided, that, provided that so long as no Default or Event the Net Cash Proceeds and the Temporary Cash Investments portion of Default has occurred and is continuing, Net Proceeds from any single such Asset Disposition in an amount not the consideration (in excess of $2,000,000 5,000,000 in the aggregate as of the end of the last day of the immediately preceding fiscal year) for any such disposed assets (other than from Permitted Sales) is not less than 50% of all consideration for such disposed assets, only the Net Cash Proceeds and Temporary Cash Investments at the time of sale will be counted for purposes of any prepayment required under this sentence and the remaining consideration shall be counted when received as cash or its equivalent, otherwise 100% of all net proceeds (cash and non-cash) shall be counted; and provided further that any prepayment required shall be exclusive of any cash and non-cash proceeds received in connection with the sale or disposition of, or collection on, the Banacol Notes, and the Equity Securities of Landec or Seneca Foods by any of the CBII Entities. Notwithstanding the foregoing, the Borrower shall not be required to be so applied make a prepayment pursuant to this clause (ii) with respect to any sale (a “Relevant Sale”) if the Borrower advises the Administrative Agent in writing at the time the Net Cash Proceeds and Temporary Cash Investments from such Relevant Sale are received that it intends to reinvest all or any portion of such Net Cash Proceeds and Temporary Cash Investments in property, plant, equipment, other assets, and/or investments (including joint ventures) in Food-Related Businesses to the extent Borrowers deliver to Agent a certificate stating that Obligors intend to use such Net Cash Proceeds to acquire assets that and Temporary Cash Investments are used or useful in fact reinvested in the business acquisition of Obligors such assets or investments within 180 days from the date on which the Borrower receives the Net Cash Proceeds and the Temporary Cash Investments from the Relevant Sale, provided, however, that the Borrower’s requirement to advise the Administrative Agent as provided above shall not apply to any Relevant Sales that in the aggregate are equal to or less than 10% of Consolidated Tangible Net Worth as of the receipt end of the last day of the immediately preceding fiscal year. If, at any time after the occurrence of a Relevant Sale and prior to the acquisition of such Net Proceedsassets or investments, it being expressly agreed that all such Net Proceeds not so reinvested the 180-day period provided in the preceding sentence shall be 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 applied to prepay the Loans upon in the expiration amount and in the manner described in the first sentence of such 180 day periodthis clause (ii). (ciii) Concurrently with If, during any fiscal year (including fiscal year 2005), any Significant Party receives insurance proceeds from property-related losses or other similar dispositions and the Net Cash Proceeds and Temporary Cash Investments of such losses or other similar dispositions, when added to the Net Cash Proceeds and Temporary Cash Investments of all such losses or other similar dispositions by all Significant Parties during such fiscal year, in the aggregate, exceed $20,000,000 for such fiscal year, the Borrower shall, after receipt of any proceeds of insurance the Net Cash Proceeds and Temporary Cash Investments from such losses or condemnation other similar dispositions which results in such an excess or expropriation awards paid an increase in respect of any Other Collateralsuch an excess (but subject to the reinvestment section below), Borrowers shall prepay Term (or cause to be prepaid) the outstanding Revolving Loans and the other Obligations in the manner set forth in Section 2.07(e), in each case, in an aggregate principal amount equal to 100% of such proceedsexcess or such increase in such excess. Notwithstanding the foregoing, subject the Borrower shall not be required to Section 8.6.2make a prepayment pursuant to this clause (iii) with respect to any losses or other similar dispositions (a “Relevant Loss”) if the Borrower advises the Administrative Agent in writing promptly after the time the excess Net Cash Proceeds and Temporary Cash Investments from such Relevant Loss are received that the Borrower intends to reinvest all or any portion of such excess Net Cash Proceeds and Temporary Cash Investments in property, plant, equipment, other replacement assets, and/or investments (including joint ventures) in Food-Related Businesses to the extent (A) such excess Net Cash Proceeds and Temporary Cash Investments are in fact committed to be reinvested by the Borrower pursuant to a purchase contract providing for the acquisition of such replacement assets that is executed by the Borrower and the related seller within one year from the date of such Relevant Loss and (B) the acquisition of such replacement assets or investments occurs within two years from the date on which the Borrower receives the Net Cash Proceeds and Temporary Cash Investments from the Relevant Loss; provided, however, that the Borrower’s requirement to advise the Administrative Agent as provided above shall not apply to any Relevant Loss until the Relevant Losses during such fiscal year exceed $20,000,000. If, at any time after the occurrence of a Relevant Loss 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 Default shall occur and only so long as continuing, then, upon request of the Administrative Agent or the Required Lenders, the Borrower shall immediately prepay the Loans in the amount and in the manner described in the first sentence of this clause (iii). At any time after the occurrence of a Relevant Loss and prior to the acquisition of the related replacement assets or investments, upon request of the Administrative Agent or the Required Lenders, the Borrower shall deposit the Net Cash Proceeds and Temporary Cash Investments from such losses or other similar dispositions which result in an excess over the $20,000,000 per fiscal year amount described above or an increase in such an excess into an interest-bearing account with the Administrative Agent (which interest-bearing account shall be perfected by the Borrower entering into a control agreement and other documentation reasonably requested by the Administrative Agent) until such Net Cash Proceeds and Temporary Cash Investments are reinvested or paid toward the Loans as directed by the Borrower. (div) Concurrently If, at any time after the Closing Date, any Significant Party issues or incurs any Indebtedness for borrowed money, including Indebtedness evidenced by notes, bonds, debentures or other similar instruments (provided that Permitted Indebtedness shall not be counted and non-cash assets received upon issuance of debt in connection with any incurrence of Debt by an Obligor (other than Debt permitted under Section 10.2.1asset acquisitions shall be excluded), the Borrower shall shall, immediately after such issuance or incurrence, prepay Term (or cause to be prepaid) the outstanding Revolving Loans and the other Obligations in the manner set forth in Section 2.07(e), in each case, in an aggregate principal amount equal to 100% of the net proceeds Net Cash Proceeds and Temporary Cash Investments of such incurrence of DebtIndebtedness. (ev) On At any time after the Revolver Termination Dateoccurrence and during the continuance of a Material Adverse Change, Borrowers the Administrative Agent may, or upon instructions from the Required Lenders shall, by written notice to the Borrower demand, and the Borrower shall immediately thereafter prepay all Term the outstanding Revolving Loans (unless sooner repaid hereunderand the other Obligations in the manner set forth in Section 2.07(e).

Mandatory Prepayments. (a) If at In the event of any timetermination of all the Commitments, the aggregate Borrower shall prepay all its outstanding principal amount Borrowings on the date of such termination. In the event of any partial reduction of the Term Loans exceeds Commitments, then (i) at or prior to the Term Loan Maximum Amount at effective date of such timereduction, Borrowers the Administrative Agent shall notify the Borrower and the Lenders of the Aggregate Credit Exposure after giving effect thereto and (ii) if the Aggregate Credit Exposure would exceed the Total Commitment after giving effect to such reduction, then the Borrower shall, on the sooner date of Agent’s demand or the first Business Day after any Borrower has knowledge thereof, repay the outstanding Term Loans such reduction and in an amount sufficient to cause eliminate such excess, prepay the aggregate then outstanding principal amount of the Term Loans to be less than or equal to the Term Loan Maximum Amount then in effect(if any). (b) Concurrently with If on any Permitted Asset Disposition of Other Collateraldate the Aggregate Credit Exposure shall exceed the Borrowing Base, Borrowers the Borrower shall prepay Term Loans in on such date apply an amount equal to such excess to prepay the Net Proceeds then outstanding Loans (if any). (c) Amounts to be applied pursuant to this Section 2.13 to the prepayment of Loans shall be applied first to reduce outstanding ABR Loans. Any amounts remaining after each such dispositionapplication shall, at the option of the Borrower, be applied to prepay Eurodollar Loans immediately and/or shall be deposited in the Prepayment Account (as defined below). The Administrative Agent shall apply any cash deposited in the Prepayment Account to prepay Eurodollar Loans on the last day of their Interest Periods (or, at the direction of the Borrower, on any earlier date) until all outstanding Loans have been prepaid or until all the allocable cash on deposit with respect to such Loans has been exhausted. For purposes of this Agreement, the term "Prepayment Account" shall mean an account established by the Borrower with the Administrative Agent and over which the Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal for application in accordance with this paragraph (c). The Administrative Agent will, at the request of the Borrower, invest amounts on deposit in the Prepayment Account in Permitted Investments that mature prior to the last day of the applicable Interest Periods of the Eurodollar Borrowings to be prepaid; provided, however, that (i) the Administrative Agent shall not be required to make any investment that, so long as in its sole judgment, would require or cause the Administrative Agent to be in, or would result in any, violation of any law, statute, rule or regulation and (ii) the Administrative Agent shall have no obligation to invest amounts on deposit in the Prepayment Account if a Default or Event of Default has shall have occurred and be continuing. The Borrower shall indemnify the Administrative Agent for any losses relating to the investments so that the amount available to prepay Eurodollar Borrowings on the last day of the applicable Interest Period is continuingnot less than the amount that would have been available had no investments been made pursuant thereto. Other than any interest earned on such investments, Net Proceeds from any single such Asset Disposition in an amount not in excess of $2,000,000 the Prepayment Account shall not bear interest. Interest or profits, if any, on such investments shall be required deposited in the Prepayment Account and reinvested and disbursed as specified above. If the maturity of the Loans has been accelerated pursuant to be so applied Article VII, the Administrative Agent may, in its sole discretion, apply all amounts on deposit in the Prepayment Account to satisfy any of the Obligations. The Borrower hereby grants to the extent Borrowers deliver to Agent Administrative Agent, for its benefit and the benefit of the Lenders, a certificate stating that Obligors intend to use such Net Proceeds to acquire assets that are used or useful security interest in the business of Obligors within 180 days of Prepayment Account to secure the receipt of such Net Proceeds, it being expressly agreed that all such Net Proceeds not so reinvested shall be immediately applied to prepay the Loans upon the expiration of such 180 day periodObligations. (c) Concurrently with the receipt of any proceeds of insurance or condemnation or expropriation awards paid in respect of any Other Collateral, Borrowers shall prepay Term Loans in an amount equal to such proceeds, subject to Section 8.6.2. (d) Concurrently with any incurrence of Debt by an Obligor (other than Debt permitted under Section 10.2.1), Borrower shall prepay Term Loans in an amount equal to the net proceeds of such incurrence of Debt. (e) On the Revolver Termination Date, Borrowers shall prepay all Term Loans (unless sooner repaid hereunder).

Mandatory Prepayments. (a) If Immediately upon receipt by the Borrower or any of its Subsidiaries of Net Cash Proceeds from (A) any sale or other disposition by the Borrower or any of its Subsidiaries of any of its assets pursuant to Section 7.6(h) or (q), or (B) any casualty insurance policies or eminent domain, condemnation or similar proceedings, the Borrower shall prepay the Obligations in an amount equal to 100% of Net Cash Proceeds; provided that the Borrower shall not be required to prepay the Obligations so long as (i) such Net Cash Proceeds do not exceed the greater of $10,000,000 in any Fiscal Year and $35,000,000 in the aggregate after the Closing Date (and if such foregoing amount is exceeded, only such excess amounts shall be subject to this clause (a)) or (ii) such Net Cash Proceeds are reinvested in assets of the general type used or useful in the business of the Borrower and its Subsidiaries within three hundred sixty-five (365) days following receipt thereof; provided that any funds that are committed to be reinvested during the initial three hundred sixty-five (365) days after the receipt of such proceeds but the reinvestment has not yet occurred by the end of such period, the Borrower and its Subsidiaries shall have an additional one hundred eighty (180) day period to consummate such reinvestment; provided, further, that if any such proceeds have not been reinvested at the end of such additional period, the Borrower shall promptly prepay the Obligations and the Other Applicable Indebtedness (as defined below) as required by this Section 2.12(a); provided, further, that if at the time that any timesuch prepayment would be required under this clause (a), the Borrower is required to repay or repurchase or to offer to repurchase or repay Incremental Equivalent Debt that is pari passu to the Obligations (including Incremental Equivalent Debt consisting of (x) term loans secured by a Lien on the Collateral on a pari passu basis with the Lien on the LEGAL02/47564990v13 330042200 v2 66 Collateral securing the Obligations and/or (y) senior unsecured notes) pursuant to the terms of the documentation governing such Incremental Equivalent Debt with such Net Cash Proceeds (such Incremental Equivalent Debt required to be repaid or repurchased or to be offered to be so repaid or repurchased, “Other Applicable Indebtedness”), then the Borrower may apply such Net Cash Proceeds on a pro rata basis to the prepayment of the Obligations and to the repayment or repurchase of Other Applicable Indebtedness, and the amount of prepayment of the Obligations that would have otherwise been required pursuant to this clause (a) shall be reduced accordingly (for purposes of this proviso pro rata basis shall be determined on the basis of the aggregate outstanding principal amount of the Term Loans exceeds the Term Loan Maximum Amount Obligations and Other Applicable Indebtedness at such time, Borrowers shall, on with it being agreed that the sooner portion of Agent’s demand or such net proceeds allocated to the first Business Day after any Borrower has knowledge 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, repay and the outstanding Term Loans in an amount sufficient to cause the aggregate outstanding principal amount remaining amount, if any, of the Term Loans to such net proceeds shall be less than or equal allocated to the Term Loan Maximum Amount then Obligations in effectaccordance with the terms hereof); provided, further, that to the extent the holders of Other Applicable Indebtedness decline to have such indebtedness repurchased or prepaid, the declined amount shall promptly (and in any event within ten (10) Business Days after the date of such rejection) be applied to prepay the Obligations in accordance with the terms hereof. Any such prepayment shall be applied in accordance with subsection (d) of this Section. (b) Concurrently with Immediately upon receipt by the Borrower or any Permitted Asset Disposition of Other Collateralits Subsidiaries of any Net Cash Proceeds from any issuance or incurrence of Indebtedness by the Borrower or any of its Subsidiaries, Borrowers the Borrower shall prepay Term Loans the Obligations in an amount equal to the Net Proceeds 100% of such dispositionNet Cash Proceeds; provided, that, so long as no Default or Event of Default has occurred and is continuing, Net Proceeds from any single such Asset Disposition in an amount not in excess of $2,000,000 provided that the Borrower shall not be required to be so applied prepay the Obligations with respect to the extent Borrowers deliver to Agent a certificate stating that Obligors intend to use proceeds of Indebtedness permitted under Section 7.1. Any such Net Proceeds to acquire assets that are used or useful in the business of Obligors within 180 days of the receipt of such Net Proceeds, it being expressly agreed that all such Net Proceeds not so reinvested prepayment shall be immediately applied to prepay the Loans upon the expiration in accordance with subsection (d) of such 180 day periodthis Section. (c) Concurrently with [Reserved]. (d) Any prepayments made by the receipt Borrower pursuant to subsection (a) or (b) of this Section shall be applied as follows: first, to the Administrative Agent’s fees and reimbursable expenses then due and payable pursuant to any of the Loan Documents; second, unless otherwise provided in the applicable Incremental Commitment Joinder, Extended Facility Agreement or Refinancing Amendment, as applicable, to the principal balance of the Term Loans, until the same shall have been paid in full, pro rata to the Term Lenders based on their Pro Rata Shares of the Term Loans, and applied pro rata across all installments of the Term Loans, including the final installment on the Maturity Date; third, to the principal balance of the Swingline Loans, until the same shall have been paid in full, to the Swingline Lender; fourth, to the principal balance of the Revolving Loans, until the same shall have been paid in full, pro rata to the Revolving Lenders based on their respective Revolving Commitments; and fifth, to Cash Collateralize the Letters of Credit in an amount in cash equal to the LC Exposure as of such date plus any accrued and unpaid fees thereon. The Revolving Commitments of the Revolving Lenders shall not be permanently reduced by the amount of any proceeds prepayments made pursuant to clauses second through fifth above. (e) If at any time the aggregate Revolving Credit Exposure of insurance all Revolving Lenders exceeds the Aggregate Revolving Commitment Amount, as reduced pursuant to Section 2.8 or condemnation or expropriation awards paid in respect of any Other Collateralotherwise, Borrowers the Borrower shall prepay Term immediately repay the Swingline Loans and the Revolving Loans in an amount equal to such proceedsexcess, subject to Section 8.6.2. (d) Concurrently together with all accrued and unpaid interest on such excess amount and any incurrence of Debt by an Obligor (other than Debt permitted amounts due under Section 10.2.1)2.19. Each such prepayment shall be applied as follows: first, to the Swingline Loans to the full extent thereof; second, to the Base Rate Revolving Loans to the full extent thereof; and third, to the SOFR Revolving Loans to the full extent thereof. If, after giving effect to prepayment of all Swingline Loans and Revolving Loans, the aggregate Revolving Credit Exposure of all Revolving Lenders exceeds the Aggregate Revolving Commitment Amount, the Borrower shall prepay Term Loans Cash Collateralize its reimbursement obligations with respect to all Letters of Credit in an amount equal to the net proceeds of such incurrence of Debtexcess plus any accrued and unpaid fees thereon. (e) On the Revolver Termination Date, Borrowers shall prepay all Term Loans (unless sooner repaid hereunder).

Mandatory Prepayments. (ai) If at Upon the sale of any timeFinanced Aircraft by any Borrower, such Borrower shall immediately pay to the aggregate Agent an amount equal to the Loan Amount for such Aircraft, together with all interest accrued on such Borrower's Loans, which amounts shall be applied by the Agent to reduce the outstanding principal amount of the Term Loans exceeds the Term Loan Maximum Amount at such time, Borrowers shall, and accrued interest on the sooner of Agent’s demand or the first Business Day after any Borrower has knowledge thereof, repay the outstanding Term Loans in an amount sufficient to cause respect of such Aircraft made to, or for the aggregate benefit of, such Borrower. If any net proceeds of such sale remain after the repayment in full of all outstanding principal amount of and accrued interest on such Loans, such excess proceeds shall be (A) if the Term Loan to Value Ratio is greater than 67% (calculated after giving effect to such sale), applied by the Agent to reduce outstanding principal on any Loans made to be the other Borrowers in such amounts so as to reduce the Loan to Value Ratio (calculated after giving effect to such sale) to 67%, with the remainder paid to such Borrower and used by such Borrower in its sole discretion or (B) if the Loan to Value Ratio is less than or equal to 67% (calculated after giving effect to such sale), paid to the Term Loan Maximum Amount then Applicable Borrower and used by such Borrower in effectits sole discretion. (bii) Concurrently with any Permitted Asset Disposition Upon the sale of Other Collateralall of the beneficial interest or ownership of a Borrower by the Beneficial Owner, Borrowers such Borrower shall prepay Term Loans in immediately pay to the Agent an amount equal to the Net Proceeds Loan Amount for the Financed Aircraft, together with all interest accrued on such Borrower's Loans, which amounts shall be applied by the Agent to reduce the outstanding principal and accrued interest on any Loans in respect of such disposition; providedAircraft made to, thator for the benefit of, so long as no Default or Event such Borrower. If any net proceeds of Default has occurred such sale remain after the repayment in full of all outstanding principal and accrued interest on such Loans, such excess proceeds shall be (A) if the Loan to Value Ratio is continuinggreater than 67% (calculated after giving effect to such sale), Net Proceeds from applied by the Agent to reduce outstanding principal on any single such Asset Disposition in an amount not in excess of $2,000,000 shall not be required to be so applied Loans made to the extent other Borrowers deliver in such amounts so as to Agent a certificate stating that Obligors intend reduce the Loan to use Value Ratio (calculated after giving effect to such Net Proceeds sale) to acquire assets that are 67%, with the remainder paid to the Beneficial Owner and used by the Beneficial Owner in its sole discretion or useful (B) if the Loan to Value Ratio is less than or equal to 67% (calculated after giving effect to such sale), paid to the Beneficial Owner and used by the Beneficial Owner in the business of Obligors within 180 days of the receipt of such Net Proceeds, it being expressly agreed that all such Net Proceeds not so reinvested shall be immediately applied to prepay the Loans upon the expiration of such 180 day periodits sole discretion. (ciii) Concurrently with the receipt If an Event of any proceeds of insurance or condemnation or expropriation awards paid Loss in respect of any Other Collaterala Financed Aircraft has occurred, Borrowers shall prepay Term Loans in an amount equal to such proceeds, subject to Section 8.6.2. (d) Concurrently with any incurrence of Debt by an Obligor (other than Debt permitted under Section 10.2.1), the Applicable Borrower shall prepay Term Loans on the date stated in Section 3.8(b) of the Security Agreement pay to the Agent an amount equal to the Loan Amount for such Financed Aircraft, together with all interest accrued on such Borrower's Loans, which amounts shall be applied by the Agent to reduce the outstanding principal and accrued interest on any Loans in respect of such Aircraft made to, or for the benefit of, such Borrower. If any net proceeds of such incurrence Event of DebtLoss remain after the repayment in full of all outstanding principal and accrued interest on such Loans, such excess proceeds shall be (A) if the Loan to Value Ratio is greater than 67% (calculated after giving effect to such Event of Loss), applied by the Agent to reduce outstanding principal on any Loans made to the other Borrowers in such amounts so as to reduce the Loan to Value Ratio (calculated after giving effect to such Event of Loss) to 67%, with the remainder paid to such Borrower and used by such Borrower in its sole discretion or (B) if the Loan to Value Ratio is less than or equal to 67% (calculated after giving effect to such Event of Loss), paid to the Applicable Borrower and used by such Borrower in its sole discretion. (eiv) On The Borrowers, jointly and severally, shall be required to prepay the Revolver Termination Date, Borrowers shall prepay all Term Loans (unless sooner repaid hereunder)in the amount distributed for that purpose under Section 5.1 of the Lockbox Agreement.

Mandatory Prepayments. (a) If at (i) any timeDebt shall be incurred by any Borrower (excluding any Debt permitted to be incurred pursuant to Section 7.01(a) through Section 7.01(m)) or (ii) any Equity Interests shall be issued by any Borrower, then, in each case, no later than five Business Days after such Borrower receives the Net Cash Proceeds therefrom, the aggregate outstanding principal Loans shall be prepaid by an amount equal to 100% of the amount of the Term Loans exceeds the Term Loan Maximum Amount at Net Cash Proceeds from such time, Borrowers shall, on the sooner of Agent’s demand incurrence or the first Business Day after any Borrower has knowledge thereof, repay the outstanding Term Loans issuance as set forth in an amount sufficient to cause the aggregate outstanding principal amount of the Term Loans to be less than or equal to the Term Loan Maximum Amount then in effectSection 2.07. (b) Concurrently with If on any Permitted date any Borrower shall receive Net Cash Proceeds from any Asset Disposition of Other Collateral, Borrowers shall prepay Term Loans Sale or Recovery Event in an amount equal to for any such sale or event in excess of $500,000, then, unless a Reinvestment Notice shall be delivered in respect thereof, within five Business Days of the Net Proceeds date of receipt by such Borrower of such dispositionNet Cash Proceeds, the Loans shall be prepaid as set forth in Section 2.07; providedprovided that, thatnotwithstanding the foregoing, so long as no Default or Event of Default has shall have occurred and is be continuing, Net Proceeds from such Borrower may reinvest all or any single such Asset Disposition in an amount not in excess portion of $2,000,000 shall not be required to be so applied to the extent Borrowers deliver to Agent a certificate stating that Obligors intend to use such Net Cash Proceeds to acquire in assets that are used or useful in any Borrower’s business so long as (i) within 90 days following receipt of such Net Cash Proceeds, a definitive agreement for the business purchase of Obligors such assets shall have been entered into (as certified by such Borrower in writing to the Lender), and (ii) within 180 270 days of after the receipt of such Net Cash Proceeds, it being expressly agreed such purchase shall have been consummated (as certified by such Borrower in writing to the Lender); provided further, however, that all such any Net Cash Proceeds not subject to such definitive agreement or so reinvested shall be immediately applied to prepay the prepayment of the Loans upon the expiration of such 180 day periodas set forth in Section 2.07. (c) Concurrently In connection with any prepayment made pursuant to this Section 2.06 during the receipt of any proceeds of insurance or condemnation or expropriation awards paid in respect of any Other CollateralInitial Period, the Borrowers shall prepay Term Loans in an amount equal to such proceeds, subject to Section 8.6.2. (d) Concurrently with any incurrence of Debt by an Obligor (other than Debt permitted under Section 10.2.1), Borrower shall prepay Term Loans also pay a prepayment premium in an amount equal to the net proceeds of such incurrence of DebtPrepayment Fee. (e) On the Revolver Termination Date, Borrowers shall prepay all Term Loans (unless sooner repaid hereunder).

Mandatory Prepayments. If, after giving effect to any termination or reduction of the Commitments pursuant to Section 2.06(b), the total Revolving Credit Exposures exceeds the total Commitments, then the Borrower shall (a) If at any time, prepay the Borrowings on the date of such termination or reduction in an aggregate outstanding principal amount of the Term Loans exceeds the Term Loan Maximum Amount at such time, Borrowers shall, on the sooner of Agent’s demand or the first Business Day after any Borrower has knowledge thereof, repay the outstanding Term Loans in an amount sufficient to cause the aggregate outstanding principal amount of the Term Loans to be less than or equal to the Term Loan Maximum Amount then in effect. such excess, and (b) Concurrently with if any Permitted Asset Disposition excess remains after prepaying all of Other Collateralthe Borrowings as a result of an LC Exposure, Borrowers shall prepay Term Loans in 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 2.07(i). On each date on or after the Effective Date upon which the Borrower or any Subsidiary receives any cash proceeds from any Asset Sale made pursuant to Section 9.11(d), an amount equal to 100% of the Net Cash Proceeds of therefrom shall be applied on such dispositiondate as a mandatory prepayment in accordance with Section 3.04(b)(iv); provided, thathowever, so long as no Default or Event of Default has occurred and is continuing, that such Net Cash Proceeds from any single such Asset Disposition in an amount not in excess of $2,000,000 shall not be required to be so applied on such date so long as no Event of Default then exists and such Net Cash Proceeds shall be used to purchase Property (other than inventory and working capital) used or to be used in the businesses permitted pursuant to Section 9.06 within 180 days following the date of such Asset Sale, and provided further, that if all or any portion of such Net Cash Proceeds not required to be so applied as provided above in this Section 3.04(b)(ii) are not so reinvested within such 180-day period (or such earlier date, if any, as the Borrower or relevant Subsidiary determines not to reinvest the Net Cash Proceeds from such Asset Sale as set forth above), such remaining portion shall be applied on the last day of such period (or such earlier date, as the case may be) as provided above in this Section 3.04(b)(ii) without regard to the preceding proviso. On each date on or after the Effective Date upon which the Borrower or any Subsidiary receives any cash proceeds from any Recovery Event, an amount equal to 100% of the Net Cash Proceeds from such Recovery Event shall be applied on such date as a mandatory prepayment in accordance with Section 3.04(b)(iv); provided, however, that so long as no Event of Default then exists, such Net Cash Proceeds shall not be required to be so applied on such date to the extent Borrowers deliver to Agent a certificate stating that Obligors intend to use such Net Cash Proceeds shall be used to acquire assets that are used replace or useful restore any Property in the business respect of Obligors which such Net Cash Proceeds were paid within 180 days following the date of the receipt of such Net Cash Proceeds, it being expressly agreed and provided further, that if all or any portion of such Net Cash Proceeds are not so reinvested shall be immediately applied to prepay used within 180 days after the Loans upon the expiration date of such 180 day period. (c) Concurrently with the receipt of any proceeds of insurance such Net Cash Proceeds (or condemnation such earlier date, if any, as the Borrower or expropriation awards paid in respect of any Other Collateral, Borrowers shall prepay Term Loans in an amount equal relevant Subsidiary determines not to reinvest the Net Cash Proceeds relating to such proceedsRecovery Event as set forth above), subject such remaining portion shall be applied on the last day of such period (or such earlier date, as the case may be) as provided above in this Section 3.04(b)(iii) without regard to the proviso or the immediately preceding proviso. Each prepayment of Borrowings pursuant to Section 8.6.2. 3.04(b) shall be applied ratably to the Loans included in the prepaid Borrowings. Each prepayment (dA) Concurrently with any incurrence of Debt by an Obligor (other than Debt permitted under pursuant to Section 10.2.13.04(b)(i) shall be applied to the Borrowings and the LC Exposure as described in Section 3.04(b)(i), Borrower and (B) pursuant to Section 3.04(b)(ii) and (iii) shall prepay Term Loans in an amount equal be applied to the net proceeds remaining scheduled installments of principal required by Section 3.01(a)(i) in the inverse order of maturity. Prepayments pursuant to Section 3.04(b) shall be accompanied by accrued interest to the extent required by Section 3.02. Each prepayment of Borrowings pursuant to Section 3.04(b) shall be applied, first, ratably to any Swing Line Loans then outstanding, second, to any Revolving Loan ABR Borrowings then outstanding, and, third, to any Eurodollar Borrowings then outstanding, and if more than one Eurodollar Borrowing is then outstanding, to each such incurrence Eurodollar Borrowing in order of Debtpriority 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. (e) On the Revolver Termination Date, Borrowers shall prepay all Term Loans (unless sooner repaid hereunder).

Mandatory Prepayments. (a) If at any time, the aggregate outstanding principal amount of the Term Loans exceeds the Term Loan Maximum Amount at such time, Borrowers shall, on the sooner of Agent’s demand or the first Business Day after any Borrower has knowledge thereof, repay the outstanding Term Loans in an amount sufficient to cause the aggregate outstanding principal amount of the Term Loans to be less than or equal Subject to the Term Loan Maximum Amount then exceptions and permissions granted to Borrower pursuant to Section 6.3, Borrower shall make prepayments in effectaccordance with this Section 2.9(b). (bi) Concurrently Upon any Change of Control with respect to Borrower or any Permitted Asset Disposition Borrower Subsidiary, Borrower shall, promptly upon the demand of Other Lender, prepay the Loan. (ii) If any Event of Loss shall occur with respect to any of the Collateral, Borrowers then Borrower shall prepay Term Loans the Loan in an amount equal to the Net Cash Proceeds of such dispositiontherefrom; provided, thathowever, so long as no Default or Event of Default has occurred and is continuing, Net Proceeds from any single that such Asset Disposition in an amount not in excess of $2,000,000 prepayment shall not be required if such amount with respect to be so applied an individual Event of Loss is less than $1,000,000 and, in the aggregate, prior to the extent Borrowers deliver Maturity Date, is less than $2,000,000, and, if requested to Agent a certificate stating that Obligors intend to use such Net Proceeds to acquire assets that are used or useful in the business of Obligors within 180 days of the receipt of such Net Proceedsdo so by Borrower, it being expressly agreed that all such Net Proceeds not so reinvested Lender shall be immediately applied to prepay the Loans upon the expiration of such 180 day perioddischarge its security thereover. (ciii) Concurrently If any voluntary disposition of assets by Borrower or any Borrower Subsidiary pursuant to an arm’s length transaction shall occur with respect to any SWVP-018534 - 26 - 79351-0004/LEGAL23242297.11 of the receipt of any proceeds of insurance or condemnation or expropriation awards paid in respect of any Other Collateral, Borrowers shall prepay Term Loans in an amount equal to such proceeds, subject to Section 8.6.2. (d) Concurrently with any incurrence of Debt by an Obligor (other than Debt permitted under Section 10.2.1), then Borrower shall prepay Term Loans the Loan in an amount equal to the net proceeds Net Cash Proceeds therefrom; provided, however, that, such prepayment shall not be required if such amount with respect to an individual asset disposition is less than $1,000,000 and, in the aggregate, prior to the Maturity Date, is less than $2,000,000, and, if requested to do so by Borrower, Lender shall discharge its security thereover. Upon the occurrence of any of the events contemplated in this Section 2.9(b), Borrower shall promptly notify Lender of the occurrence of such incurrence event, such notice to include, in the case of Debt. subparts (eii) On and (iii), a certification as to the Revolver Termination DateNet Cash Proceeds therefrom. Lender may provide a notice to Borrower requiring a prepayment by Borrower pursuant to Section 2.9(b) and specifying the amount and date of prepayment, Borrowers provided, however, that such date shall be at least 10 Business Days following the date of such notice. Borrower shall prepay all Term Loans (unless sooner repaid hereunder)the amount specified in such notice on the prepayment date specified therein, with accrued interest to such date on the amount prepaid.

Mandatory Prepayments. (a) Upon receipt by the Borrower or any of its Subsidiaries of Net Cash Proceeds arising (i) from an Asset Sale, Property Loss Event or Debt Issuance, the Borrower shall immediately prepay the Loans (or provide cash collateral in respect of Letters of Credit) in an amount equal to 100% of such Net Cash Proceeds and (ii) from an Equity Issuance, the Borrower shall immediately prepay the Loans (or provide cash collateral in respect of Letters of Credit) in an amount equal to 100% of such Net Cash Proceeds. Subject to the provisions of Section 2.13(g) (Payments and Computations), any such mandatory prepayment shall be applied as follows: first, to repay the outstanding principal balance of the Swing Loans until such Swing Loans shall have been repaid in full; second, to repay the outstanding principal balance of the Revolving Loans until such Revolving Loans shall have been paid in full; and then, if an Event of Default shall have occurred and be continuing, to provide cash collateral for any Letter of Credit Obligations in an amount equal to 105% of such Letter of Credit Obligations in the manner set forth in Section 9.3 (Actions in Respect of Letters of Credit) until all such Letter of Credit Obligations have been fully cash collateralized in the manner set forth therein. (b) If at any time, the aggregate outstanding principal amount of the Term Loans Revolving Credit Outstandings exceeds the Term Loan aggregate Maximum Amount Credit at such time, Borrowers shall, on the sooner of Agent’s demand or the first Business Day after any Borrower has knowledge thereof, repay the outstanding Term Loans in an amount sufficient to cause the aggregate outstanding principal amount of the Term Loans to be less than or equal to the Term Loan Maximum Amount then in effect. (b) Concurrently with any Permitted Asset Disposition of Other Collateral, Borrowers shall prepay Term Loans in an amount equal to the Net Proceeds of such disposition; provided, that, so long as no Default or Event of Default has occurred and is continuing, Net Proceeds from any single such Asset Disposition in an amount not in excess of $2,000,000 shall not be required to be so applied to the extent Borrowers deliver to Agent a certificate stating that Obligors intend to use such Net Proceeds to acquire assets that are used or useful in the business of Obligors within 180 days of the receipt of such Net Proceeds, it being expressly agreed that all such Net Proceeds not so reinvested shall be immediately applied to forthwith prepay the Swing Loans upon first and then the expiration of such 180 day period. (c) Concurrently with the receipt of any proceeds of insurance or condemnation or expropriation awards paid in respect of any Other Collateral, Borrowers shall prepay Term Revolving Loans then outstanding in an amount equal to such proceedsexcess. If any such excess remains after repayment in full of the aggregate outstanding Swing Loans and Revolving Loans, subject to Section 8.6.2. (d) Concurrently with any incurrence of Debt by an Obligor (other than Debt permitted under Section 10.2.1), the Borrower shall prepay Term Loans provide cash collateral for the Letter of Credit Obligations in the manner set forth in Section 9.3 (Actions in Respect of Letters of Credit) in an amount equal to the net proceeds 105% of such incurrence of Debtexcess. (ec) On The Borrower hereby irrevocably waives the Revolver Termination Dateright to direct the application of all funds in the Cash Collateral Account and agrees that the Administrative Agent may and shall, Borrowers except as provided in Section 2.13(g) (Payments and Computations), apply all payments in respect of any Obligations and all available funds in the Cash Collateral Account on a daily basis as follows: first, to repay the outstanding principal amount of the Swing Loans until such Swing Loans have been repaid in full; second, to repay the outstanding principal balance of the Revolving Loans until such Revolving Loans shall prepay have been repaid in full; and then to any other Obligation then due and payable. The Administrative Agent agrees so to apply such funds and the Borrower consents to such application. If (i) following such application or (ii) after all Term Letters of Credit shall have expired or be fully drawn and all Revolving Credit Commitments shall have been terminated, there are no Loans outstanding and no other Obligations that are then due and payable, then the Administrative Agent shall cause any remaining funds in the Cash Collateral Account to be paid at the written direction of the Borrower (unless sooner repaid hereunderor, in the absence of such direction, to the Borrower or another Person lawfully entitled thereto).

Mandatory Prepayments. (a) If at Upon any timeEquity Issuance or Debt Incurrence, the Borrower shall prepay the Loans, and/or the Commitments shall be subject to automatic permanent reduction, in an aggregate outstanding principal amount equal to 100% of the Term Loans exceeds the Term Loan Maximum Amount at such time, Borrowers shall, on the sooner of Agent’s demand or the first Business Day after any Borrower has knowledge Net Cash Proceeds thereof, repay the outstanding Term Loans in an amount sufficient to cause the aggregate outstanding principal amount of the Term Loans such prepayment and reduction to be less than effected in each case (except as provided in the immediately following sentence) within three Business Days after such Equity Issuance or equal to Debt Incurrence by, first, ratably prepaying the Term Loan Maximum Amount then outstanding Loans and, second, after all outstanding Loans have been prepaid in full, permanently reducing the Commitments then in effect. . If any prepayment of Loans required under this Section 2.08(b) would result in the Borrower incurring breakage costs under Section 8.04(c) with respect to any Eurodollar Rate Loans having an Interest Period with a duration of, or expiring within, one month or less (b) Concurrently with any Permitted Asset Disposition the “Affected Loans”), at the request of Other Collateral, Borrowers shall prepay Term Loans in the Borrower an amount equal to the Net Proceeds aggregate principal amount of such disposition; providedthe Affected Loans, thattogether with accrued interest thereon to the date of deposit, so long as no Default or Event of Default has occurred and is continuing, Net Proceeds from any single such Asset Disposition shall be deposited in an amount not in excess of $2,000,000 shall not be required escrow account pursuant to be so arrangements reasonably satisfactory to the Borrower and the Lenders holding the Affected Loans and applied to the extent Borrowers deliver to Agent a certificate stating that Obligors intend to use such Net Proceeds to acquire assets that are used or useful in the business of Obligors within 180 days prepayment of the receipt Affected Loans on the last day of the next-expiring Interest Period for the Affected Loans (or such Net Proceeds, it being expressly agreed that all such Net Proceeds not so reinvested earlier date or dates as shall be immediately applied to prepay requested by the Loans upon the expiration of such 180 day period. (c) Concurrently with the receipt of any proceeds of insurance or condemnation or expropriation awards paid in respect of any Other Collateral, Borrowers shall prepay Term Loans in an amount equal to such proceeds, subject to Section 8.6.2. (d) Concurrently with any incurrence of Debt by an Obligor (other than Debt permitted under Section 10.2.1Borrower), Borrower shall prepay Term together with accrued interest on the Affected Loans at the rate provided for in an amount equal to the net proceeds of such incurrence of Debt. (e) On the Revolver Termination Date, Borrowers shall prepay all Term Loans (unless sooner repaid hereunderSection 2.05(a)(ii).

Mandatory Prepayments. (ai) If at any timetime the Revolving Facility Usage exceeds the Aggregate Revolving Loan Commitment (whether due to a reduction in the Revolving Loan Commitments in accordance with this Agreement, or otherwise), Borrower shall immediately upon demand prepay the aggregate outstanding principal amount of the Term Revolving Loans exceeds (and after the Term Loan Maximum Amount at such timeRevolving Loans are repaid in full, Borrowers shall, on the sooner of Agent’s demand or the first Business Day after any Borrower has knowledge thereof, repay the outstanding Term Loans provide LC Collateral in accordance with Section 2.14(a)) in an amount sufficient to cause the aggregate outstanding principal amount of the Term Loans to be less than or at least equal to the Term Loan Maximum Amount then in effectsuch excess. (bii) Concurrently with If Borrower or any Permitted other Restricted Person receives Net Cash Proceeds from any Asset Disposition and the aggregate amount of Other Collateralsuch Net Cash Proceeds exceeds $30,000,000 in any Fiscal Year, Borrowers then, within ten Business Days of receipt thereof, Borrower shall apply such Net Cash Proceeds to prepay the Term Loans; provided that, so long as no Event of Default exists, Borrower shall be permitted to reinvest such Net Cash Proceeds in productive assets or properties or otherwise in the business of Borrower and its Subsidiaries within 365 days after receipt thereof, in which case, Borrower shall give Agent written notice thereof within ten Business Days of the receipt of such Net Cash Proceeds. If Borrower elects to use Net Cash Proceeds for reinvestment as set forth in the immediately preceding sentence, within 365 days of the date of written notice to Agent of such election, Borrower shall provide evidence reasonably satisfactory to Agent that such reinvestment has been completed on or before such 365-day period and, to the extent such reinvestment has not been completed, Borrower shall prepay the Term Loans in an amount equal to the Net Proceeds of such disposition; provided, that, so long as no Default or Event of Default has occurred and is continuing, Net Proceeds from any single such Asset Disposition in an amount not in excess of $2,000,000 shall not be required to be so applied to the extent Borrowers deliver to Agent a certificate stating that Obligors intend to use such Net Proceeds to acquire assets that are used or useful in the business of Obligors within 180 days of the receipt of such Net Proceeds, it being expressly agreed that all such Net Cash Proceeds not so reinvested shall be immediately applied to prepay the Loans upon the expiration of used for such 180 day periodreinvestment. (ciii) Concurrently with the receipt of If Borrower or any proceeds of insurance other Restricted Person issues or condemnation or expropriation awards paid in respect of incurs any Other Collateral, Borrowers shall prepay Term Loans in an amount equal to such proceeds, subject to Section 8.6.2. (d) Concurrently with any incurrence of Debt by an Obligor Indebtedness (other than Debt Indebtedness permitted under by Section 10.2.17.1), Borrower shall promptly (but in any event within three Business Days of receipt thereof) apply the Net Cash Proceeds thereof to prepay the Term Loans in an amount equal to the net proceeds of such incurrence of DebtLoans. (e) On the Revolver Termination Date, Borrowers shall prepay all Term Loans (unless sooner repaid hereunder).

Mandatory Prepayments. (a) If at Within three Business Days after receipt by any timeLoan Party or any Subsidiary of any Loan Party of Net Cash Proceeds (or, in the aggregate outstanding principal amount case of clause (iii) below, upon the Term Loans exceeds the Term receipt by any Loan Maximum Amount at Party, or any Subsidiary of any Loan Party of any proceeds of any “Asset Sale,” as defined in such timeclause, Borrowers shall, on the sooner of Agent’s demand or the first within one Business Day after the day such proceeds become subject to such clause) the following shall occur: (i) to the extent such Net Cash Proceeds arise from an Asset Sale, Property Loss Event or Debt Issuance, the Borrower (or, at the Borrower’s option, any Borrower has knowledge thereof, repay other Loan Party for the outstanding Term benefit of the Borrower) shall immediately prepay the Loans (or provide cash collateral in respect of Letters of Credit) in an amount sufficient equal to cause 100% of such Net Cash Proceeds; provided, however, that: (A) no such prepayment caused by the aggregate outstanding principal amount receipt of Net Cash Proceeds arising from an Asset Sale shall be required to the extent that the Dollar Equivalent of the Term Loans sum of such Net Cash Proceeds and all other Net Cash Proceeds from Asset Sales received by the Parent or any of its Subsidiaries after the Closing Date does not exceed $15,000,000 (it being understood that a prepayment shall only be required of such excess to the extent such Dollar Equivalent exceeds $15,000,000); (B) as long as no Event of Default shall have occurred and be continuing, no such prepayment caused by the receipt of Net Cash Proceeds arising from any incurrence of Additional Permitted Debt shall be required if (1) the Administrative Agent has received an Additional Permitted Debt Notice with respect of such incurrence and (2) such Net Cash Proceeds are intended to be less than or equal to used substantially contemporaneously with such incurrence for the Term Loan Maximum Amount then Permitted Acquisition set forth in effect. such Additional Permitted Debt Notice; provided, further, that, notwithstanding the foregoing, such prepayment shall be required (bin the percentages set forth above) Concurrently with any Permitted Asset Disposition of Other Collateral, Borrowers shall prepay Term Loans in an amount equal to the Net Cash Proceeds of the Additional Permitted Debt not used to fund substantially contemporaneously with the issuance of such dispositionAdditional Permitted Debt the Permitted Acquisition identified in the corresponding Additional Permitted Debt Notice; providedand (ii) notwithstanding the foregoing in this clause (a) and notwithstanding clause (e) below, thatat any time when any Loan Party, so long any Subsidiary of any Loan Party or any Joint Venture of any of them consummates any “Asset Sale,” as no Default defined in any Senior Notes Document (together with any word of similar applications defined in any Subordinated Debt Document or Event any Disqualified Stock Document), at any time when, and to the extent, in the absence of Default has occurred and is continuingany re- quirement to prepay the Secured Obligations hereunder, Net Proceeds from the Borrower would be required to prepay, or make an offer to purchase, any single such Asset Disposition Subordinated Debt or Disqualified Stock, the Borrower (or, at the Borrower’s option, any other Loan Party for the benefit of the Borrower) shall immediately prepay the Loans (or provide cash collateral in respect of Letters of Credit) in an amount not to exceed the proceeds of such “Asset Sale.” Any such mandatory prepayment shall be applied in excess of $2,000,000 shall not be required to be so applied to accordance with clause (c) below. (b) The Borrower (or, at the extent Borrowers deliver to Agent a certificate stating that Obligors intend to use such Net Proceeds to acquire assets that are used or useful in Borrower’s option, any other Loan Party for the business of Obligors within 180 days benefit of the receipt of such Net Proceeds, it being expressly agreed that all such Net Proceeds not so reinvested Borrower) shall be immediately applied to prepay the Loans upon within 90 days after the expiration last day of such 180 day period. each Fiscal Year (c) Concurrently beginning with the receipt Fiscal Year 2011 (i.e., the first such prepayment to be within 90 days of any proceeds of insurance or condemnation or expropriation awards paid in respect of any Other CollateralMarch 31, Borrowers shall prepay Term Loans in an amount equal to such proceeds, subject to Section 8.6.2. (d) Concurrently with any incurrence of Debt by an Obligor (other than Debt permitted under Section 10.2.12011)), Borrower shall prepay Term Loans in an amount equal to the net proceeds difference between (i) 50% of the Excess Cash Flow for such Fiscal Year and (ii) the sum of (x) all optional cash principal payments on the Loans made during such Fiscal Year (but only, in the case of payment in respect of Revolving Loans, to the extent that the Revolving Credit Commitments are permanently reduced by the amount of such incurrence payments) and (y) the amount expended by any Purchasing Borrower Parties to prepay any Term Loans pursuant to Section 2.8(c) (Optional Prepayments); provided, however, that, if the Leverage Ratio of Debtthe Parent on the last day of such Fiscal Year is less than 3.75 to 1.0, then no such prepayment shall be required. Any such mandatory prepayment shall be applied in accordance with clause (c) below. (c) Subject to the provisions of Section 2.13(g) (Payments and Computations) and clause (e) On below, any prepayments required to be applied in accordance with this clause (c) shall be applied as follows: first, to repay the Revolver Termination Dateoutstanding principal balance of the Term Loans, Borrowers shall prepay all until such Term Loans shall have been paid in full; second, to repay the outstanding principal balance of the Swing Loans until such Swing Loans shall have been paid in full; third, to repay the outstanding principal balance of the Revolving Loans until such Revolving Loans shall have been paid in full; and fourth, to provide cash collateral for any Letter of Credit Obligations in an amount equal to 102% of such Letter of Credit Obligations in the manner set forth in Section 9.3 (unless sooner repaid hereunder).Actions in Respect of Letters of Credit) until all such Letter of Credit Obligations have been fully cash collateralized in the manner set forth therein; provided, however, that, at any time prior to the occurrence and continuation of any Event of Default, any mandatory prepayment required by the receipt of Net Cash Proceeds of any Asset Sale permitted under Section 8.4(j) (Sale of Assets) of non-core assets previously acquired as part of a Permitted Acquisition and with respect to which the Administrative Agent has received a Permitted Acquisition Notice shall be first applied to repay the Revolving Loans and Swing Loans in an amount not to exceed the amount identified in such Permitted Acquisition Notice as part of a Borrowing the proceeds of which were used consummate such Permitted Acquisition. All prepayments of the Term Loans made pursuant to this clause (c) shall be applied first to prepay the next four principal installments of the Term Loans in order of their maturity and then to prepay the remaining principal installments thereof ratably. All prepayments of Revolving Loans and Swing Loans required to be made pursuant to this clause (c) because of Asset Sales (other than any prepayment of the Revolving Loans or Swing Loans required to be made solely to the extent of a Borrowing thereof made to consummate a Permitted Acquisition, as set forth in a Permitted Acquisition Notice) or Property Loss Events (but not prepayments required to be made because of Debt Issuances or Excess Cash Flow) shall result in a permanent reduction of the Revolving Credit Commitments to the extent provided in Section 2.5(b) (

Mandatory Prepayments. (1) The Borrower shall, and shall ensure that each Credit Party shall prepay Advances in the following amounts (each, a “Mandatory Prepayment Amount”) and at the following times: (a) If at any time, the aggregate outstanding principal amount of all Disposal Proceeds (other than Disposal Proceeds generated through the Term Loans exceeds Disposal permitted under Section 8.2(d)), within [information intentionally deleted] Business Days of receipt (for greater certainty, for the Term Loan Maximum Amount at such timepurposes of this Section 4.1(a) and Section 8.2(d), Borrowers shall, on a Disposal shall not include any equity issuances by the sooner of Agent’s demand or the first Business Day after any Borrower has knowledge thereof, repay the outstanding Term Loans in an amount sufficient to cause the aggregate outstanding principal amount of the Term Loans to be less than or equal to the Term Loan Maximum Amount then in effect.Original Guarantor from its treasury); and (b) Concurrently with the amount of all Insurance Proceeds received by or on behalf of any Permitted Asset Disposition of Other CollateralCredit Party, Borrowers shall prepay Term Loans in an amount equal within [information intentionally deleted] Business Days, other than Insurance Proceeds for which the Borrower indicates to the Net Proceeds of Lender in writing, within such disposition; provided[ information intentionally deleted] Business Day period, thatshall be re- invested in replacement assets, so long as no Default or Event of Default has occurred and is continuing, Net Proceeds from any single which are actually reinvested in such Asset Disposition in an amount not in excess of $2,000,000 shall not be required to be so applied to the extent Borrowers deliver to Agent a certificate stating that Obligors intend to use such Net Proceeds to acquire replacement assets that are used or useful in the business of Obligors within 180 [ information intentionally deleted] days of the receipt of such Net Proceedsproceeds (or such other period as may be agreed upon by the Borrower and the Lender), it being expressly agreed that failing which, all such Net Proceeds not so reinvested Advances shall immediately be immediately applied to prepay the Loans upon the expiration of such 180 day period. (c) Concurrently with the receipt of any proceeds of insurance or condemnation or expropriation awards paid in respect of any Other Collateral, Borrowers shall prepay Term Loans prepaid in an amount equal to such proceedsInsurance Proceeds; and, subject to Section 8.6.2. (d) Concurrently with on the day any incurrence of Debt by an Obligor (other than Debt permitted under Section 10.2.1)such prepayment is made, Borrower the Loan shall prepay Term Loans be deemed repaid in an amount equal to [information intentionally deleted]% of the net proceeds Mandatory Prepayment Amount and, for the purpose of such incurrence determining the remaining Monthly Repayment Amounts and Profit Participation Amounts, the Original Principal Balance shall be reduced by [information intentionally deleted]% of Debtthe Mandatory Prepayment Amount. (e2) On The Borrower shall, in addition to and at the Revolver Termination Datesame time as the Borrower makes any prepayment required under Section 4.1(1), Borrowers shall prepay all Term Loans (unless sooner repaid hereunder)pay to the Lender an amount equal to the Profit Participation Amount relating to such prepayment.

Mandatory Prepayments. (a) If at any timeUpon the closing of the Business Combination under the Business Combination Agreement and if the PIPE closes in connection therewith, the aggregate outstanding principal amount Company shall repay the Note in its entirety (inclusive of the Term Loans exceeds the Term Loan Maximum Amount at such time, Borrowers shall, on the sooner of Agent’s demand or the first Business Day after any Borrower has knowledge thereof, repay the outstanding Term Loans in an amount sufficient to cause the aggregate outstanding principal amount payment of the Term Loans to be less than or equal Make Whole Amount and any other amount due hereunder) by the payment to the Term Loan Maximum Amount then Holder in effect. (b) Concurrently with any Permitted Asset Disposition of Other Collateral, Borrowers shall prepay Term Loans in immediately available Dollars an amount equal to the Net Proceeds Mandatory Prepayment Amount. If this Note has not otherwise been paid off in full in accordance with the preceding sentence or otherwise, so long as a majority of the original aggregate principal amount of the Notes remains outstanding on the date of any Subsequent Offering (as defined below), on the 10th day following the Company consummating any public or private offering of any Capital Stock or any other issuance of any Capital Stock or of any other Securities or any other financing, including any debt financing, or capital-raising transaction of any kind (each a “Subsequent Offering”) on any date other than the Maturity Date, in which the Company receives or is otherwise entitled to receive (except for the Company directing that such proceeds be paid to other Persons), the Company shall, subject to the Holder’s conversion rights set forth herein, pay to the Holder in immediately available Dollars an amount equal to the Mandatory Prepayment Amount. The Company shall provide notice to the Holder of the closing of such dispositionSubsequent Offering, including the expected gross proceeds thereof, not later than the 10th day preceding the date of consummation of such Subsequent Offering, which notice shall be irrevocable and constitute an agreement to pay the Mandatory Prepayment Amount on the date of consummation of such Subsequent Offering. The Holder may continue to convert the principal amounts to be prepaid under this Note until the date of consummation of such Subsequent Offering; provided, that, so long as no Default if the Company does not provide such notice, in addition to all other remedies provided under the Transaction Documents for failure to comply with this Note, the Holder may refuse such payment in whole or Event of Default has occurred in part and is continuing, Net Proceeds from any single such Asset Disposition in an amount not in excess of $2,000,000 shall not be required to be so applied to convert the extent Borrowers deliver to Agent a certificate stating that Obligors intend to use such Net Proceeds to acquire assets that are used or useful Note in the business of Obligors within 180 days of the receipt amount of such Net Proceedspayment refused and, it being expressly agreed that all in its sole discretion, apply such Net Proceeds not so reinvested shall be immediately applied payment to prepay the Loans upon the expiration of such 180 day period. (c) Concurrently with the receipt of any proceeds of insurance or condemnation or expropriation awards paid in respect of any Other Collateralother outstanding Obligations, Borrowers shall prepay Term Loans in an amount equal to such proceeds, subject to if any. This Section 8.6.2. (d) Concurrently with any incurrence of Debt by an Obligor (other than Debt permitted under Section 10.2.1), Borrower shall prepay Term Loans in an amount equal to the net proceeds of such incurrence of Debt. (e) On the Revolver Termination Date, Borrowers shall prepay all Term Loans (unless sooner repaid hereunder).2

Mandatory Prepayments. (ai) If at on any time, date (A) the aggregate outstanding unpaid principal amount of outstanding Revolving Loans and Swingline Loans plus the Term 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 lesser of the Aggregate Revolving Commitment and the Revolving Availability or (B) the aggregate unpaid principal amount of Swingline Loans exceeds the Term Loan Maximum Amount at Swingline Amount, in each such timecase the Borrower shall immediately prepay the amount of such excess. (ii) If on any date the aggregate amount of all Letter of Credit Obligations shall exceed the lesser of the Letter of Credit Commitment and the Revolving Availability, Borrowers shall, the Borrower shall Cash Collateralize on the sooner such date its obligations in respect of Agent’s demand or the first Business Day after any Borrower has knowledge thereof, repay the outstanding Term Loans Letters of Credit in an amount sufficient to cause the aggregate outstanding principal amount of the Term Loans to be less than or equal to the Term Loan Maximum Amount then in effectsuch excess. (b) Concurrently with On each date after the Effective Date upon which Holdings or any Permitted Asset Disposition of Other Collateralits Subsidiaries receives any Net Issuance Proceeds from the incurrence by Holdings or any of its Subsidiaries of Indebtedness for borrowed money (other than Indebtedness for borrowed money permitted to be incurred under Section 8.04 as in effect on the Effective Date), Borrowers the Borrower shall promptly prepay Term the Loans in an amount equal to 100% of the Net Issuance Proceeds thereof. Nothing in this paragraph (b) shall be deemed to permit the incurrence of such dispositionany Indebtedness not otherwise permitted under this Agreement; provided, thathowever, so long as that no prepayment shall be required hereunder with respect to the first $500,000 of such Net Issuance Proceeds received after the Effective Date or with respect to any Net Issuance Proceeds received after the Effective Date in connection with the incurrence of Indebtedness for borrowed money secured by Letters of Credit. (c) On each date after the Effective Date upon which Holdings or any of its Subsidiaries receives any Net Issuance Proceeds from the issuance or sale by Holdings or any of its Subsidiaries of equity securities or other equity interests or rights, the Borrower shall promptly prepay the Loans in an amount equal to 50% of the Net Issuance Proceeds thereof; provided, however, that no prepayment shall be required hereunder with respect to the first $250,000 of Net Issuance Proceeds received after the Effective Date in connection with the issuance on sale of any such Securities or other equity interests or rights. (d) Within two Business Days after Holdings or any of its Subsidiaries receives any Net Cash Proceeds from any Asset Sale, the Borrower shall promptly prepay the Loans on such date by an amount equal to 100% of the Net Cash Proceeds from such Asset Sale; provided, however, that (i) with respect to no more than $1,000,000 in the aggregate of such Net Cash Proceeds in any fiscal year of Holdings, such Net Cash Proceeds shall not give rise to a prepayment pursuant to this paragraph (d) if no Default or Event of Default then exists and Holdings has occurred and is continuing, delivered a certificate to the Administrative Agent on or prior to such date stating that such Net Cash Proceeds from any single such Asset Disposition in an amount not in excess of $2,000,000 shall not be required used to purchase replacement assets used or to be so applied to the extent Borrowers deliver to Agent a certificate stating that Obligors intend to use such Net Proceeds to acquire assets that are used or useful in the Borrower's or any of its Subsidiaries' business within 270 days following the date of Obligors within 180 days of the receipt of such Net ProceedsCash Proceeds from such Asset Sale (which certificate shall set forth the estimates of the proceeds to be so expended), it being expressly agreed that and if all of any portion of such Net Cash Proceeds are not so reinvested used within such 270 day period, the Borrower shall be immediately applied to promptly prepay the Loans upon on the expiration last day of such 180 day period. (c) Concurrently with the receipt of any proceeds of insurance or condemnation or expropriation awards paid in respect of any Other Collateral, Borrowers shall prepay Term Loans in period by an amount equal to such proceeds, subject remaining portion and (ii) no prepayment shall be required hereunder with respect to Section 8.6.2. the first $500,000 of Net Cash Proceeds received after the Effective Date in connection with any Asset Sale. Nothing in this paragraph (d) Concurrently with shall be deemed to permit any incurrence of Debt by an Obligor (other than Debt Asset Sale not otherwise permitted under Section 10.2.1), Borrower shall prepay Term Loans in an amount equal to the net proceeds of such incurrence of Debtthis Agreement. (e) On Within 10 days following each date after the Revolver Termination DateEffective Date upon which Holdings or any of its Subsidiaries receives any cash proceeds from any Recovery Event, Borrowers the Borrower shall promptly prepay the Loans on such date by an amount equal to 100% of the Net Insurance Proceeds from such Recovery Event; provided, however, that if no Default or Event of Default then exists and such proceeds from such Recovery Event do not exceed $4,000,000, such proceeds shall not give rise to a prepayment pursuant to this paragraph (e) on such date if Holdings has delivered a certificate to the Administrative Agent on or prior to such date stating that such proceeds shall be used to replace or restore any properties or assets in respect of which such proceeds were paid within 365 days following the date of receipt of such proceeds (which certificate shall set forth in the estimates of such proceeds to be so expended), and provided, further, that (i) if the amount of such proceeds exceeds $4,000,000, then the Borrower shall promptly prepay the Loans by the entire amount of such proceeds and not just the portion in excess of $4,000,000 as provided above in this paragraph (e), and (ii) if all or any portion of such proceeds are not contractually committed to be used within 180 days after the date of receipt of such proceeds or are not actually used within 365 days after the date of receipt of such proceeds to effect such restoration or replacement, the Borrower shall promptly prepay the Loans on the last day of such 180-day or 365-day period, as the case may be, by an amount equal to such remaining portion. (f) Any prepayments pursuant to this Section 2.07 shall be applied to the outstanding Loans, first, to the outstanding Term Loan installments in the inverse order of their maturities, second, to the outstanding principal balance of the Swingline Loan, and, then, to the outstanding principal balance of the Revolving Loans. If, at the time of the application of any amounts otherwise required to be prepaid pursuant to this Section 2.07, no Loans are outstanding, but Letter of Credit Obligations are outstanding, then the Borrower shall Cash Collateralize such Letter of Credit Obligations in amounts equal to the prepayments otherwise required hereby. (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 (unless sooner repaid hereunder)other than a prepayment in full) on the next occurring Interest Payment Date. (h) Any prepayments pursuant to this Section 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.

Mandatory Prepayments. (i) If, after giving effect to any termination or reduction of the Aggregate Credit Amounts pursuant to Section 2.06(b), the total Credit Exposures exceeds the Aggregate Credit Amounts, then the Borrower shall prepay the Borrowings on the date of such termination or reduction in an aggregate principal amount equal to such excess. (ii) In the event that on any Test Date the Parent Guarantor and the Borrower are not in compliance with the Total Proved Asset Coverage Ratio or the Secured Debt Asset Coverage Ratio, or both, the Parent Guarantor and the Borrower will not be in breach of Section 9.01 if the Parent Guarantor and the Borrower shall notify the Administrative Agent of their election to, and they shall on or before (a) If at with respect to any time, the aggregate outstanding principal amount Test Date referred to in clause (A) of the Term Loans exceeds definition of Test Date the Term Loan Maximum Amount at 45th day immediately following such time, Borrowers shall, on the sooner of Agent’s demand Test Date; or the first Business Day after any Borrower has knowledge thereof, repay the outstanding Term Loans in an amount sufficient to cause the aggregate outstanding principal amount of the Term Loans to be less than or equal to the Term Loan Maximum Amount then in effect. (b) Concurrently with any Permitted Asset Disposition the date of Other Collateralsuch Material Acquisition or Material Disposition, Borrowers shall as applicable, for the Test Date referred to in clause (B) of the definition of Test Date, prepay Term Loans the Borrowings under this Agreement in an aggregate principal amount equal to the Net Proceeds Shortfall Amount. (iii) 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 disposition; provided, that, so long as no Default or Event Eurodollar Borrowing in order of Default has occurred priority beginning with the Eurodollar Borrowing with the least number of days remaining in the Interest Period applicable thereto and is continuing, Net Proceeds from any single such Asset Disposition ending with the Eurodollar Borrowing with the most number of days remaining in an amount not the Interest Period applicable thereto. (iv) Each prepayment of Borrowings pursuant to this Section 3.04(c) shall be applied ratably to the Loans included in excess of $2,000,000 the prepaid Borrowings. Prepayments pursuant to this Section 3.04(c) shall not be required to be so applied accompanied by accrued interest to the extent Borrowers deliver to Agent a certificate stating that Obligors intend to use such Net Proceeds to acquire assets that are used or useful in the business of Obligors within 180 days of the receipt of such Net Proceeds, it being expressly agreed that all such Net Proceeds not so reinvested shall be immediately applied to prepay the Loans upon the expiration of such 180 day periodrequired by Section 3.02. (c) Concurrently with the receipt of any proceeds of insurance or condemnation or expropriation awards paid in respect of any Other Collateral, Borrowers shall prepay Term Loans in an amount equal to such proceeds, subject to Section 8.6.2. (d) Concurrently with any incurrence of Debt by an Obligor (other than Debt permitted under Section 10.2.1), Borrower shall prepay Term Loans in an amount equal to the net proceeds of such incurrence of Debt. (e) On the Revolver Termination Date, Borrowers shall prepay all Term Loans (unless sooner repaid hereunder).

Mandatory Prepayments. (a) If If, at any time, Borrower or Guarantor receives Net Offering Proceeds or proceeds from any bond or debt offering or issuance in the aggregate outstanding principal amount form of cash, then, simultaneously therewith, the Term Loans exceeds the Term Loan Maximum Amount at such time, Borrowers shall, on the sooner of Agent’s demand or the first Business Day after any Borrower has knowledge thereof, shall repay the outstanding Term Loans in an amount sufficient Obligations. If at any time the Borrower shall receive proceeds, dividends or distributions relating to cause the aggregate outstanding principal amount sale or disposition of the Term Loans to be less than Borrower’s interests in material Property or equal to other assets (including, but not limited to, Joint Venture Interests and equity interests in Subsidiaries), then, simultaneously therewith, the Term Loan Maximum Amount then in effect. (b) Concurrently with any Permitted Asset Disposition of Other Collateral, Borrowers Borrower shall prepay Term repay the Loans in an amount equal to the lesser of (x) the aggregate Net Proceeds Price in the form of cash relating to such dispositionsale or disposition received by the Borrower, and (y) the outstanding Obligations; provided, thathowever, so long as no Default or Event of Default has occurred and is continuing, Net Proceeds from any single such Asset Disposition in an amount not in excess of $2,000,000 the Borrower shall not be required to be so applied make any such repayment if and to the extent Borrowers deliver the Borrower uses such proceeds, dividends or distributions to purchase Real Property Assets, provided that (i) the Borrower identifies such Real Property Assets to the Administrative Agent a certificate stating that Obligors intend to use such Net Proceeds to acquire assets that are used or useful in within forty-five (45) days after the business of Obligors within 180 days date of the receipt of such Net Proceedsproceeds, it being expressly agreed that all such Net Proceeds not so reinvested shall be immediately applied to prepay dividends or distributions and (ii) the Loans upon the expiration purchase and sale of one or more of such Real Property Assets closes within 180 day period. (c) Concurrently with days after the date of the receipt of any proceeds of insurance or condemnation or expropriation awards paid in respect of any Other Collateral, Borrowers shall prepay Term Loans in an amount equal to such proceeds, subject to Section 8.6.2dividends or distributions. Loans will be repaid in full upon the earlier of (i) the Maturity Date and (ii) the declaration of an Event of Default under the Credit Agreement. Amounts repaid may not be reborrowed. (d) Concurrently with any incurrence of Debt by an Obligor (other than Debt permitted under Section 10.2.1), Borrower shall prepay Term Loans in an amount equal to the net proceeds of such incurrence of Debt. (e) On the Revolver Termination Date, Borrowers shall prepay all Term Loans (unless sooner repaid hereunder).

Mandatory Prepayments. (ai) If at any timetime the outstanding balances of the Revolving Loan and the Swing Line Loan exceed the lesser of (A) the Maximum Amount and (B) the Revolving Facility 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 ANNEX B to the extent required to eliminate such excess. 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) If at any time aggregate outstanding principal amount of the Term Loans Loan exceeds the Term Loan Maximum Amount at such timeBorrowing Base, Borrowers shall, on the sooner of Agent’s demand or the first Business Day after any Borrower has knowledge thereof, shall immediately repay the outstanding Term Loans in an amount sufficient to cause the aggregate outstanding principal amount of the Term Loans to be less than or equal Loan to the Term Loan Maximum Amount then in effectextent required to eliminate such excess. (biii) Concurrently with Upon receipt by any Permitted Credit Party of Net Cash Proceeds arising from an Asset Disposition Sale (excluding any Net Cash Proceeds subject to CLAUSE (IV) below) or Property Loss Event, Borrower shall immediately prepay the Loans (or provide cash collateral in respect of Other Collateral, Borrowers shall prepay Term Loans Letters of Credit) in an amount equal to the Net Proceeds 100% of such dispositionNet Cash Proceeds; providedPROVIDED, that, so long as no Default or Event of Default has occurred and is continuing, Net Proceeds from immediately upon receipt by any single such Asset Disposition in an amount not in excess of $2,000,000 shall not be required to be so applied to the extent Borrowers deliver to Agent a certificate stating that Obligors intend to use such Net Proceeds to acquire assets that are used or useful in the business of Obligors within 180 days of the receipt Credit Party of such Net Cash Proceeds, it being expressly agreed that all Borrower may, at its option, deposit 100% of such Net Cash Proceeds not so reinvested shall in the Term Loan Cash Collateral Account, in each case, to be immediately applied to prepay the Loans upon the expiration of such 180 day periodin accordance with SECTION 1.3(C). (civ) Concurrently with Upon the receipt sale or disposition of all or any proceeds part of insurance the Stock of, or condemnation or expropriation awards paid in respect upon any Asset Sale by, the first of any Other Collateral, Borrowers shall prepay Term Loans in an amount equal to such proceeds, subject to Section 8.6.2. (d) Concurrently with any incurrence of Debt by an Obligor either Regional Carrier (other than Debt permitted under Section 10.2.1sales referred to in CLAUSES (I), (IV), (VI), (IX) or (XI) of the definition of "EXCLUDED SALES"), Borrower shall prepay Term Loans apply the Net Cash Proceeds of such sale or disposition in an aggregate amount equal of up to $100,000,000 to prepay the net proceeds Term Loan in accordance with CLAUSES FIRST, SECOND and THIRD of such incurrence of DebtSECTION 1.3(C), and thereafter, at its option, retain any remaining amount. (e) On the Revolver Termination Date, Borrowers shall prepay all Term Loans (unless sooner repaid hereunder).

Mandatory Prepayments. (a) If at Upon receipt by any timeGroup Member of Net Cash Proceeds arising from an Asset Sale of any Collateral, the aggregate outstanding principal amount Borrower shall immediately prepay the Loans (or provide cash collateral in respect of the Term Loans exceeds the Term Loan Maximum Amount at such time, Borrowers shall, on the sooner Letters of Agent’s demand or the first Business Day after any Borrower has knowledge thereof, repay the outstanding Term Loans Credit) in an amount sufficient to cause the aggregate outstanding principal amount of the Term Loans to be less than or equal to the Term Loan Maximum Amount then 100% of such Net Cash Proceeds. Any such mandatory prepayment shall be applied in effectaccordance with clause (b) below. (b) Concurrently with any Permitted Asset Disposition of Other Collateral, Borrowers shall prepay Term Loans in an amount equal Subject to the Net Proceeds provisions of Section 2.13(g) (Payments and Computations), any prepayments made by the Borrower required to be applied in accordance with this clause (b) shall be applied as follows: first, to repay the outstanding principal balance of the Swing Loans until such dispositionSwing Loans shall have been repaid in full; providedsecond, thatto repay the outstanding principal balance of the Revolving Loans until such Revolving Loans shall have been paid in full; and then, so long as no Default or if an Event of Default has occurred and is continuing, Net Proceeds from to provide cash collateral for any single such Asset Disposition Letter of Credit Obligations in an amount not in excess equal to 103% of $2,000,000 shall not be required to be so applied to the extent Borrowers deliver to Agent a certificate stating that Obligors intend to use such Net Proceeds to acquire assets that are used or useful Letter of Credit Obligations in the business manner set forth in Section 9.3 (Actions in Respect of Obligors within 180 days Letters of the receipt of such Net Proceeds, it being expressly agreed that Credit) until all such Net Proceeds not so reinvested shall be immediately applied to prepay Letter of Credit Obligations have been fully cash collateralized in the Loans upon the expiration of such 180 day periodmanner set forth therein. (c) Concurrently with If at any time, the receipt aggregate principal amount of any proceeds of insurance or condemnation or expropriation awards paid in respect of any Other CollateralRevolving Credit Outstandings exceeds the aggregate Maximum Credit at such time, Borrowers the Borrower shall forthwith prepay Term the Swing Loans first and then the Revolving Loans then outstanding in an amount equal to such proceedsexcess. If any such excess remains after repayment in full of the aggregate outstanding Swing Loans and Revolving Loans, subject the Borrower shall provide cash collateral for the Letter of Credit Obligations in the manner set forth in Section 9.3 (Actions in Respect of Letters of Credit) in an amount equal to Section 8.6.2103% of such excess. (d) Concurrently with The Borrower hereby irrevocably waives the right to direct, during a Liquidity Event Period, the application of all funds in the Cash Collateral Account and agrees that the Administrative Agent may and, upon the written direction of the Requisite Lenders given at any incurrence time during such Liquidity Event Period, shall (i) deliver a Blockage Notice to each Deposit Account Bank for each Approved Deposit Account and (ii) except, as provided in Section 2.13(g) (Payments and Computations) and clause (b) above, following the occurrence and during the continuance of Debt by an Obligor (Event of Default, apply all payments in respect of any Obligations and all available funds in the Cash Collateral Account on a daily basis as follows: first, to repay the outstanding principal amount of the Swing Loans until such Swing Loans have been repaid in full; second, to repay the outstanding principal balance of the Revolving Loans until such Revolving Loans shall have been repaid in full; and then to any other than Debt permitted under Section 10.2.1), Borrower shall prepay Term Loans in an amount equal to the net proceeds of such incurrence of Debt. (e) On the Revolver Termination Date, Borrowers shall prepay all Term Loans (unless sooner repaid hereunder).Obligation then due and AMENDED AND RESTATED CREDIT AGREEMENT ▇▇▇▇▇ HEALTHCARE CORPORATION

Mandatory Prepayments. (a) If at The Borrower shall prepay the aggregate amount of all accrued Obligations then outstanding hereunder (including any timeprincipal and interest accrued on any NaviSite Notes issued by Borrower pursuant to Section 5(c) herein) (the "Outstanding Obligations") in full to the Lender on or before the Term Loan Maturity Date. In addition, the aggregate outstanding Borrower will, subject to the terms of the Subordination Agreement, prepay the Outstanding Obligations: (i) in an amount equal to 50% of the net cash proceeds (net of underwriting discounts and commissions and other reasonable costs and expenses associated therewith, including reasonable legal fees and expenses) in excess of $10,000,000 received by the Borrower after the Closing Date from the sale of Capital Stock by the Borrower (other than Capital Stock issued pursuant to an employee stock of stock option compensation plan) (the "Mandatory Prepayments"); provided, that (ii) after giving effect to such Mandatory Prepayments (A) the sum of (x) the Borrower's cash on hand, (y) the undrawn principal amount of the Term Loans exceeds Silver Point Revolving Commitment and (z) the Term Loan Maximum Amount at such time, Borrowers shall, on the sooner of Agent’s demand or the first Business Day after any Borrower has knowledge thereof, repay the outstanding Term Loans in an amount sufficient to cause the aggregate outstanding undrawn and available principal amount of commitments under the Term Loans to Atlantic New Credit Agreement, shall equal or exceed $10,000,000; and (B) no Default or Event of Default under the Silver Point Credit Agreement shall have occurred and be less than continuing or equal to the Term Loan Maximum Amount then in effect.shall result therefrom; and (bii) Concurrently with any Permitted Asset Disposition of Other Collateral, Borrowers shall prepay Term Loans in an amount equal to the Net Proceeds amount, if any, provided by Silver Point, or one or more of the SP Lenders or any of their respective Affiliates, to Borrower at their sole and absolute discretion expressly for such disposition; providedpurpose. (b) If, thaton or before the date that is 90 days after the Closing Date, so the Outstanding Obligations hereunder have not been fully satisfied pursuant to Section 4(a)(i) or 4(a)(ii), the Lender shall have the right, upon providing written notice to the Borrower pursuant to Section 17 hereof, to convert Outstanding Obligations into shares of the Borrower's common stock (the "Equity Securities"). The number of Equity Securities to be issued upon such conversion shall be equal to the quotient obtained by dividing (i) the Outstanding Obligations by (ii) $2.81, rounded to the nearest whole. No fractional shares of the Borrower's Equity Securities will be issued upon conversion of the Outstanding Obligations. In lieu of any fractional share to which the Lender would otherwise be entitled, the Borrower will pay to the Lender in cash the amount of the unconverted principal and interest balance of the Outstanding Obligations that would otherwise be converted into such fractional share. Upon Lender's notice to Borrower of its intent to convert the Outstanding Obligations pursuant to this Section 4(b), Borrower shall, at its own expense, issue and deliver to the Lender, as soon as practicable after receipt of Lender's notice in this Section 4(b), issue and deliver to Lender, at its primary address listed in Section 17 hereof, a certificate or certificates for the number of shares to which the Lender is entitled upon such conversion, together with any other securities and property to which the Lender is entitled upon such conversion under the terms of this Agreement, including a check payable to the Lender for any cash amounts payable as described herein. At any time, after the date that is 90 days after the Closing Date, as long as no Default this Agreement is in effect and any Outstanding Obligations have not been satisfied pursuant to Section 4(a) or Event of Default has occurred and is continuingthis 4(b), Net Proceeds from any single such Asset Disposition Lender shall continue to have the conversion rights described in an amount not in excess of $2,000,000 shall not be required to be so applied to the extent Borrowers deliver to Agent a certificate stating that Obligors intend to use such Net Proceeds to acquire assets that are used or useful in the business of Obligors within 180 days of the receipt of such Net Proceeds, it being expressly agreed that all such Net Proceeds not so reinvested shall be immediately applied to prepay the Loans upon the expiration of such 180 day periodthis Section 4(b). (c) Concurrently with Upon (i) Borrower's payment in full of the receipt Obligations hereunder, as contemplated by Section 4(a) hereof or (ii) Lender's conversion of the Obligations and the principal and interest accrued on any proceeds of insurance or condemnation or expropriation awards paid in respect of any Other CollateralNaviSite Notes, Borrowers shall prepay Term Loans in an amount equal to such proceedsas contemplated by Section 4(b) hereof, subject to Section 8.6.2. (d) Concurrently with any incurrence of Debt by an Obligor (other than Debt permitted under Section 10.2.1), the Borrower shall prepay Term Loans in an amount equal to be fully released by the net proceeds of such incurrence of DebtLender from any further obligations under this Agreement. (e) On the Revolver Termination Date, Borrowers shall prepay all Term Loans (unless sooner repaid hereunder).

Mandatory Prepayments. (a) If at Seller pays Octagon any timeamount in excess of $500,000 pursuant to its indemnification obligations under Article X of the ▇▇▇▇▇▇▇ Purchase Agreement and such payment relates to an indemnification claim based upon Seller’s failure to deliver good title to the Acquired Shares or any other assets purchased from Seller by Octagon pursuant to the provisions of the ▇▇▇▇▇▇▇ Purchase Agreement, free and clear of all claims and encumbrances, or ▇▇▇▇▇▇▇’▇ failure to own and have good title to any asset, free and clear of all claims and encumbrances, then Octagon shall pay such amount to the Lender as a prepayment of the Term Loan within one (1) Business Day after Octagon’s receipt of the same. (b) In addition to the regularly scheduled monthly payments of interest and principal required to be made by the Borrowers to the Lender under Section 3.2 hereof, the aggregate outstanding Borrowers shall make mandatory annual prepayments of the principal amount of the Term Loans exceeds the Term Loan Maximum Amount at such time, Borrowers shall, on the sooner of Agent’s demand or the first Business Day after any Borrower has knowledge thereof, repay the outstanding Term Loans Note in an aggregate amount sufficient to cause not less than one hundred percent (100%) of Excess Cash Flow for each Fiscal Year of the aggregate outstanding principal amount Company occurring during the term of the Term Loans Note, commencing with the Fiscal Year ending December 31, 2005, until the earlier of the following: (i) the scheduled maturity date of the Term Note; (ii) the repayment in full of the Term Loan; or (iii) the last day of the first full Fiscal Year of the Company occurring after the date hereof for which the ratio of the Company’s Funded Indebtedness (including, without limitation, borrowings pursuant to be this Agreement) to EBITDA for such Fiscal Year is less than or equal 1.00 to 1.00. Such mandatory prepayments of principal to the Term Loan Maximum Amount then in effect. (b) Concurrently with any Permitted Asset Disposition Lender shall be calculated based on the audited consolidated financial statements of Other Collateral, the Company for each applicable Fiscal Year of the Company. The Borrowers shall prepay Term Loans in an amount equal pay the Lender the mandatory prepayment of principal payable hereunder with respect to each Fiscal Year of the Net Proceeds Company on or before April 30 of such dispositionthe following Fiscal Year; provided, thathowever, so long as no Default or Event of Default has occurred and is continuing, Net Proceeds from that any single such Asset Disposition in an amount not in excess of $2,000,000 shall not be required to be so applied to the extent Borrowers deliver to Agent a certificate stating that Obligors intend to use such Net Proceeds to acquire assets that are used or useful in the business of Obligors within 180 days principal prepayments made between May 1 of the receipt applicable Fiscal Year and April 30 of the following Fiscal Year shall be credited toward the mandatory principal prepayment amount with respect to such applicable Fiscal Year that is payable on or before April 30 of such Net Proceeds, it being expressly agreed that all such Net Proceeds not so reinvested shall be immediately applied to prepay the Loans upon the expiration of such 180 day periodfollowing Fiscal Year. (c) Concurrently with Any payments under this Section 3.5 received after 1:30 p.m. shall be deemed tendered on the receipt following Business Day. Any prepayments shall be applied against scheduled principal payments in the inverse order of any proceeds their due date. Interest accrued to the date of insurance or condemnation or expropriation awards payment shall be due and payable on the next following Interest Payment Date unless the Term Note is paid in respect of any Other Collateralfull, Borrowers in which event accrued interest shall prepay Term Loans in an amount equal to such proceeds, subject to Section 8.6.2become due and payable on the payment date. (d) Concurrently with any incurrence of Debt by an Obligor (other than Debt permitted under Section 10.2.1), Borrower shall prepay Term Loans in an amount equal to the net proceeds of such incurrence of Debt. (e) On the Revolver Termination Date, Borrowers shall prepay all Term Loans (unless sooner repaid hereunder).

Mandatory Prepayments. Borrower shall prepay the Loans as follows: (ai) If at if any time, the aggregate outstanding principal amount member of the Term Loans exceeds the Term Loan Maximum Amount at such timeConsolidated Group engages in an Asset Sale, Borrowers Borrower and/or Parent shall, on or shall cause such member of the sooner of Agent’s demand or Consolidated Group to, no later than three hundred thirty (330) days following the first Business Day after any Borrower has knowledge consummation thereof, repay the outstanding Term Loans in an amount sufficient to cause the aggregate outstanding principal amount of the Term Loans to be less than or equal to the Term Loan Maximum Amount then in effect. (b) Concurrently with any Permitted Asset Disposition of Other Collateral, Borrowers shall prepay Term Loans in an amount equal to the Net Proceeds of such disposition; provided, that, and so long as (i) no Default or Event of Default has shall have occurred and be continuing and (ii) Borrower demonstrates, to the satisfaction of Majority Lenders, it is continuing, in compliance with the Financial Covenants (both before and after giving effect to such Asset Sale) reinvest the Net Proceeds from any single such Asset Disposition Sale in Permitted Reinvestments; provided that during such three hundred thirty (330) day period, Borrower deposits such Net Proceeds into a deposit account that is subject to a first in Lien favor of Administrative Agent and which is the subject of a Control Agreement. Immediately upon any reinvestment of Net Proceeds from an Asset Sale in a Permitted Reinvestment, Borrower shall deliver proof, reasonably satisfactory to Administrative Agent, acting at the direction of Majority Lenders, that such Net Proceeds have been so reinvested. If at any time after the Closing Date, the Net Proceeds from Asset Sales that have not been reinvested in a Permitted Reinvestment within three hundred thirty (330) days from the relevant Asset Sale exceeds $10,000,000, such excess shall be paid over to Administrative Agent for the benefit of the Lenders as a mandatory prepayment of the Loans in accordance with this Section 2.03(c) immediately upon such Net Proceeds exceeding $10,000,000. (ii) If on any date the Total Outstandings exceed the Borrowing Base, Borrower shall make a mandatory prepayment on the Loans in the amount not of such excess within five (5) Business Days. (iii) If on any date, the Total Secured Debt exceeds the Maximum Permitted Secured Indebtedness, Borrower shall make a mandatory prepayment on the Loans in the amount of such excess of $2,000,000 within five (5) calendar days; provided, however, Borrower shall not be required to be so applied make such mandatory prepayment to the extent Borrowers deliver extent, during such five (5) Business Day period, Borrower provides evidence reasonably acceptable to Agent a certificate stating the Majority Lenders, that Obligors intend it has reduced the total Indebtedness outstanding under the Existing Secured Indebtedness or the Permitted Construction Indebtedness such that Total Secured Debt is equal to use or is less than the Maximum Permitted Secured Indebtedness by the end of such Net Proceeds to acquire assets that are used or useful in the business of Obligors within 180 days five (5) Business Day period. Any prepayment of the receipt of such Net Proceeds, it being expressly agreed that all such Net Proceeds not so reinvested shall be immediately applied to prepay the Loans upon the expiration of such 180 day period. (c) Concurrently with the receipt of any proceeds of insurance or condemnation or expropriation awards paid in respect of any Other Collateral, Borrowers shall prepay Term Loans in an amount equal accordance with this Section 2.03(c) shall concurrently reduce each Lender’s obligation to such proceeds, subject to Section 8.6.2fund any further Loans hereunder on a dollar for dollar basis. (d) Concurrently with any incurrence of Debt by an Obligor (other than Debt permitted under Section 10.2.1), Borrower shall prepay Term Loans in an amount equal to the net proceeds of such incurrence of Debt. (e) On the Revolver Termination Date, Borrowers shall prepay all Term Loans (unless sooner repaid hereunder).

Mandatory Prepayments. (a) If at on the due date for delivery of a Borrowing Base Certificate, or on any timeother date if requested by Agent, solely as a result of exchange rate fluctuations, the aggregate outstanding principal amount balance of the Term Loans Revolving Loan plus the Swing Line Loan exceeds the Term Loan lesser of (A) the Maximum Amount at and (B) the Aggregate Borrowing Base on such timedate (such lesser amount, Borrowers shall, on the sooner of Agent’s demand or the first Business Day after any Borrower has knowledge thereof, repay the outstanding Term Loans in "EXCESS THRESHOLD AMOUNT") by an amount sufficient to cause the aggregate outstanding principal amount of the Term Loans to be less greater than or equal to the Term Loan Maximum Amount then in effect. five percent (b5%) Concurrently with any Permitted Asset Disposition of Other Collateral, Borrowers shall prepay Term Loans in an amount equal to the Net Proceeds of such disposition; provided, that, so long as Excess Threshold Amount and no Default or Event of Default has occurred and is continuing, Net Proceeds from any single then Borrowers shall, on such Asset Disposition in an amount not in excess of $2,000,000 shall not be required to be so applied date, repay the aggregate outstanding Revolving Credit Advances to the extent Borrowers deliver required to Agent a certificate stating that Obligors intend to use eliminate such Net Proceeds to acquire assets that are used or useful excess. If at any time, other than in the business of Obligors within 180 days circumstances in which the immediately preceding sentence applies, the sum of the receipt outstanding balance of such Net Proceeds, it being expressly agreed that all such Net Proceeds not so reinvested shall be immediately applied to prepay the Loans upon Revolving Loan plus the expiration of such 180 day period. (c) Concurrently with Swing Line Loan exceeds the receipt of any proceeds of insurance or condemnation or expropriation awards paid in respect of any Other CollateralExcess Threshold Amount, Borrowers shall prepay Term Loans 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 Annex B in an amount equal to such excess. Moreover, if the outstanding balance of the Loans of either Borrower denominated in US Dollars exceeds the US Dollar Sublimit at any time, Borrowers shall immediately repay Revolving Credit Advances to the extent required to eliminate such excess (and, if necessary, shall provide cash collateral for Letter of Credit Obligations as described above). (b) Immediately upon receipt by any Credit Party of cash proceeds of any asset disposition (including condemnation proceeds, but excluding proceeds of asset dispositions permitted by Section 6.8(1)) or any sale of Stock of any Subsidiary of any Credit Party, Borrowers shall, subject to Section 8.6.2. the Intercreditor Agreement, prepay the Loans (d) Concurrently with in the case of proceeds pertaining to any incurrence of Debt by an Obligor (Credit Party other than Debt permitted under Section 10.2.1Borrowers, to be applied ratably to all of the Loans owing by each Borrower) in an amount equal to all (except as set forth in the last sentence of this clause (b)) such cash proceeds, net of (A) commissions and other reasonable and customary transaction costs, fees, discounts and expenses properly attributable to such transaction and payable by a Credit Party in connection therewith (in each case, paid to non-Affiliates) including, without limitation, reasonable and customary fees payable to legal counsel, accountants and other professionals, (B) transfer taxes, (C) amounts payable to holders of senior Liens with respect to any asset subject to such disposition (to the extent such Liens constitute Permitted Encumbrances; except that, with respect to any amount payable to the Caisse Secured Parties, such amount may only be paid to the Caisse Secured Parties if the Caisse Secured Parties have given the requisite notice pursuant to the Intercreditor Agreement), Borrower if any, (D) an appropriate reserve for income taxes in accordance with GAAP in connection therewith, and (E) such other reserves as Agent may permit from time to time, acting reasonably, including, for indemnification obligations or amounts held in escrow. If Ultimate Parent shall receive any such proceeds, Borrowers shall prepay Term the Loans in an amount equal to the net proceeds amount, as calculated above, multiplied by a fraction equal to the aggregate outstanding amount of the Loans divided by the sum of the aggregate outstanding amount of the Loans plus the revolving loans, swing line loans and letter of credit obligations under the US Facility. Any such incurrence of Debtprepayment shall be applied in accordance with clause (3) below. (ec) On If Ultimate Parent issues Stock, no later than the Revolver Termination DateBusiness Day following the date of receipt of the proceeds thereof, Borrowers shall prepay the Loans, to be applied ratably to all Term of the Loans owing by each Borrower, 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, multiplied by a fraction equal to the aggregate outstanding amount of the Loans divided by the sum of the aggregate outstanding amount of the Loans plus the revolving loans, swing line loans and letter of credit obligations under the US Facility. Any such prepayment shall be applied in accordance with clause (unless sooner repaid hereunder3) below. (d) In the case of receipt by any Credit Party (other than Borrowers) of proceeds as described in clauses (b) and (c) above, such Credit Party shall distribute or contribute such proceeds to Borrowers to fund the prepayment required under clause (b) or (c), as applicable.

Mandatory Prepayments. (ai) If at any timetime the sum of the outstanding balances of the Revolving Loan and the Swing Line Loan exceed the Maximum Amount less the Reserves as then in effect, Borrower shall immediately repay the aggregate outstanding principal amount of the Term Loans exceeds the Term Loan Maximum Amount at such time, Borrowers shall, on the sooner of Agent’s demand or the first Business Day after any Borrower has knowledge thereof, repay the outstanding Term Loans in an amount sufficient to cause the aggregate outstanding principal amount of the Term Loans to be less than or equal Revolving Credit Advances to the Term Loan Maximum Amount then in effectextent required to eliminate such excess. (bii) Concurrently with No later than the Business Day following receipt by any Permitted Asset Credit Party of Net Cash Proceeds of any Disposition of Other Collateral(other than Excluded Disposition Proceeds), Borrowers Borrower shall prepay Term the Loans in an amount equal to the Net Cash Proceeds of such dispositionDisposition; provided, thathowever, that so long as (a) no Default or Event of Default has occurred and is continuing, (b) the Net Cash Proceeds of all Dispositions (other than Excluded Disposition Proceeds) from any single the first day of the then current Fiscal Year through the applicable date of determination do not exceed $1,000,000 in the aggregate for all Credit Parties combined and (c) the applicable Credit Party shall have delivered to Agent written notice on or prior to the fifth Business Day after such Asset Disposition (if such Disposition is a Condemnation) or on or prior to the third Business Day prior to the consummation of such Disposition (if such Disposition is not a Condemnation) of its election to allocate all or a portion of the Net Cash Proceeds of such Disposition to reinvest in an amount not in excess of $2,000,000 shall not be required capital assets used or to be so applied to used in the extent Borrowers deliver to Agent businesses of the Credit Parties of the type engaged in by the Credit Parties as of the Closing Date or businesses reasonably related thereto (a certificate stating that Obligors intend to use “Reinvestment Transaction”), the applicable Credit Party may apply all or a portion of such Net Cash Proceeds to acquire assets that are used or useful in the business of Obligors such Reinvestment Transaction within 180 days of the receipt following such Disposition; provided, further, that (1) any portion of such Net Proceeds, it being expressly agreed Cash Proceeds that all such Net Proceeds Borrower does not so reinvested elect in such written notice to allocate to such Reinvestment Transaction shall be immediately applied to prepay the Loans upon in accordance with this Section 1.3(b)(ii) no later than the expiration Business Day following receipt thereof by Agent; (2) until such Reinvestment Transaction is consummated, the amount of such Net Cash Proceeds allocated to such Reinvestment Transaction shall either be (x) deposited in a cash collateral account held by Agent or (y) applied to reduce the outstanding principal balance of the Revolving Loan (which application shall not result in a permanent reduction of the Revolving Loan Commitment) and upon such application to the Revolving Loan Agent shall establish a reserve against the Borrowing Availability in an amount equal to the amount of such proceeds so applied; (3) Borrower may request a Revolving Credit Advance or release from such cash collateral account, as applicable, to fund such Reinvestment Transaction and so long as the conditions in Section 2.2 have been met, Revolving Lenders shall make such Revolving Credit Advance or Agent shall release funds from such cash collateral account to fund such Reinvestment Transaction; (4) in the event such Net Cash Proceeds have been applied against the Revolving Loan, the Reserve established with respect to such Net Cash Proceeds shall be reduced by the amount of such Revolving Credit Advance; and (5) if such Reinvestment Transaction is not consummated within 180 day perioddays following such Disposition or to the extent any portion of such Net Cash Proceeds allocated to such Reinvestment Transaction are not applied to such Reinvestment Transaction within 180 days following such Disposition, (A) such Net Cash Proceeds then held in such account shall immediately be applied to prepay the Loans in accordance with this Section 1.3(b)(ii) and (B) any Reserve allocated to such Reinvestment Transaction shall be immediately utilized through the borrowing by Borrower of a Revolving Credit Advance, the proceeds of which shall be applied to the prepayment of the Loans in accordance with this Section 1.3(b)(ii). (ciii) Concurrently with No later than the Business Day following receipt by any Credit Party of Net Cash Proceeds of any proceeds of insurance Debt Issuance (other than Excluded Debt Issuance Proceeds) or condemnation or expropriation awards paid in respect of any Other CollateralStock Issuance (other than Excluded Stock Issuance Proceeds), Borrowers Borrower shall prepay Term the Loans in an amount equal to such proceeds, subject to Section 8.6.2Net Cash Proceeds. (div) Concurrently with any incurrence On each IDS Payment Date on which the payment of Debt by an Obligor cash interest on one or more series or issues of IDS Subordinated Notes is then prohibited pursuant to Section 6.14 (other than Debt permitted under Section 10.2.1such one or more series or issues of IDS Subordinated Notes, the “Subject IDS Subordinated Notes”), Borrower shall prepay Term the Loans in an aggregate amount equal to the net proceeds lesser of: (A) 100% of the amount of (I) Distributable Cash as of such incurrence IDS Payment Date minus (II) the aggregate amount of Debtcash dividends paid by Borrower on its common stock and cash interest payments made by Borrower on the Subordinated Debt in accordance with Sections 6.14(e) and (f) during the period from January 1, 2005 through the end of the Fiscal Quarter most recently ended prior to such IDS Payment Date, and (B) 60% of the Consolidated Interest Expense (excluding any PIK Amounts) accrued to and including such IDS Payment Date from the immediately preceding IDS Payment Date which is attributable to such Subject IDS Subordinated Notes. (ev) On each IDS Payment Date on which the Revolver Termination payment of cash dividends on Borrower’s Class A common stock is then prohibited pursuant to Section 6.14, Borrower shall prepay the Loans in an aggregate amount equal to: (A) 75% of the amount of Excess Cash as of such IDS Payment Date, Borrowers minus (B) the sum of (1) the aggregate amount of cash dividends paid by Borrower on its Class A common stock in accordance with Section 6.14(e) during the period from January 1, 2005 through the end of the Fiscal Quarter most recently ended prior to such IDS Payment Date and (2) the amount, if any, of any mandatory prepayment of the Loans on such IDS Payment Date pursuant to Section 1.3(b)(iv). (vi) Borrower shall prepay the Loans from insurance and condemnation proceeds in accordance with Section 5.4(c) and the Mortgages, respectively. The Agent shall give prompt notice to each Lender of the amount of each mandatory prepayment made by Borrower under this Section 1.3(b). Notwithstanding the foregoing, if the amount of any mandatory prepayment made by Borrower under this Section 1.3(b) (other than Section 1.3(b)(i)) shall be for less than all of the Term Loans Loan (unless sooner repaid hereundera “Mandatory Partial Term Prepayment” and the amount thereof the “Mandatory Partial Term Prepayment Amount”), any Term Lender holding a portion of the Term Loan may elect, by notice to Agent promptly following such Lender’s receipt of notice thereof pursuant to the preceding sentence, to decline to receive its ratable share of such Mandatory Partial Term Prepayment Amount, in which case the Mandatory Partial Term Prepayment Amount shall be applied to the Term Loan pursuant to Section 1.11(a) for the ratable benefit of each Term Lender that did not decline such prepayment.