Common use of Mandatory Prepayments Clause in Contracts

Mandatory Prepayments. (a) If at any time (i) the sum of the aggregate outstanding principal amount of the Revolving Credit Loans, the Swing Loans and the Letter of Credit Liabilities exceeds the Total Revolving Credit Commitment, (ii) the sum of the aggregate outstanding principal amount of the Revolving Credit Loans, the Term Loans, the Swing Loans and the Letter of Credit Liabilities exceeds the Total Commitment; provided that, for purposes of this §3.2(a)(ii), the Revaluation Date for purposes of determining the Dollar Equivalent of any amount of Term Loans, or of the portion of the Total Commitment consisting of Term Loan Commitments, shall be deemed to be the Revaluation Date determined upon the incurrence of such Term Loans or Term Loan Commitments, as the case may be, pursuant to clause (a) of the definition of Revaluation Date, or (iii) the sum of (A) the aggregate outstanding principal amount of the Revolving Credit Loans, the Term Loans, the Swing Loans and the Letter of Credit Liabilities, and (B) the aggregate amount of all other Unsecured Indebtedness of REIT and its Subsidiaries causes a violation of the covenants set forth in §§9.3 or 9.4, then the Borrower shall, within five (5) Business Days of such occurrence pay the amount of such excess to the Agent for the respective accounts of the Revolving Credit Lenders (in the case of clause (i)) or all of the Lenders (in the case of clauses (ii) and (iii)), as applicable, for application to the Revolving Credit Loans and Term Loans as provided in §3.4, together with any additional amounts payable pursuant to §4.7, and deposit in the Collateral Account and pledge to Agent cash in any additional amount necessary to secure the Outstanding Letter of Credit Liabilities, except that the amount of any Swing Loans shall be paid solely to the Swing Loan Lender. Without limiting the foregoing, if at any time (W) the Dollar Equivalent of the outstanding principal amount of all Alternative Currency Loans shall exceed the Non-U.S. Dollar Sublimit, (X) the Dollar Equivalent of the outstanding principal amount of all Revolving Credit Loans denominated in Swiss Francs shall exceed the Swiss Francs Sublimit, (Y) the Dollar Equivalent of the outstanding principal amount of all Revolving Credit Loans denominated in Norwegian Krone shall exceed the Norwegian Krone Sublimit, or (Z) the Dollar Equivalent of the outstanding principal amount of all Revolving Credit Loans denominated in Swedish Krona shall exceed the Swedish Krona Sublimit, then, in each case, the Borrower shall, within five (5) Business Days of such occurrence pay the amount of such excess to the Agent for the respective accounts of the Revolving Credit Lenders for application to the Revolving Credit Loans denominated in the applicable Alternative Currencies, together with any additional amounts payable pursuant to §4.7. (b) For purposes of determining compliance with §3.2(a) and the covenants set forth in §9, the Outstanding amount of the Revolving Credit Loans and the Letters of Credit Liabilities which are denominated in Alternative Currencies shall be re-determined on the Revaluation Date occurring on the last calendar day of each calendar month prior to the Revolving Credit Maturity Date based on the Dollar Equivalent of the aggregate outstanding principal amount of such Revolving Credit Loans and Letter of Credit Liabilities (determined as of such day prior to 11:00 a.m. Cleveland, Ohio time). If, as a result of such re-determination, a prepayment of such Revolving Credit Loans shall be required under §3.2(a), the Agent shall promptly notify the Lenders and the Borrower thereof and Borrower shall within five (5) Business Days of receiving such notice from Agent make a prepayment of such Revolving Credit Loans to the extent required under §3.2(a).

Mandatory Prepayments. (a) If at any time (i) the sum of the aggregate outstanding principal amount of the Revolving Credit Loans, the Swing Loans and the Letter of Credit Liabilities exceeds the Total Revolving Credit Commitment, (ii) the sum of the aggregate outstanding principal amount of the Revolving Credit Loans, the Term Loans, the Swing Loans and the Letter of Credit Liabilities exceeds the Total Commitment; provided that, for purposes of this §3.2(a)(ii), the Revaluation Date for purposes of determining the Dollar Equivalent of any amount of Term Loans, or of the portion of the Total Commitment consisting of Term Loan Commitments, shall be deemed to be the Revaluation Date determined upon the incurrence of such Term Loans or Term Loan Commitments, as the case may be, pursuant to clause time: (a) of the definition of Revaluation Date, or (iii) the sum of (A) the aggregate outstanding principal amount of the Revolving Credit Loans, the Term Loans, the Swing Loans and the Letter of Credit Liabilities, and (B) the aggregate amount of all other Unsecured Indebtedness of REIT and its Subsidiaries causes a violation of the covenants set forth in §§9.3 or 9.4, then the Borrower shall, within five (5) Business Days of such occurrence pay the amount of such excess to the Agent for the respective accounts of the Revolving Credit Lenders (in the case of clause (i)) or all of the Lenders (in the case of clauses (ii) and (iii)), as applicable, for application to the Revolving Credit Loans and Term Loans as provided in §3.4, together with any additional amounts payable pursuant to §4.7, and deposit in the Collateral Account and pledge to Agent cash in any additional amount necessary to secure the Outstanding Letter of Credit Liabilities, except that the amount of any Swing Loans shall be paid solely to the Swing Loan Lender. Without limiting the foregoing, if at any time (W) the Dollar Equivalent of the sum of (i) all outstanding principal Loans denominated in an Alternative Currency, (ii) all outstanding Loans denominated in Dollars made against the Alternative Currency Commitments, (iii) the outstanding Letter of Credit Usage for Alternative Currency Letters of Credit, and (iv) the Letter of Credit Usage for Letters of Credit denominated in Dollars issued against the Alternative Currency Commitments, so determined by the Administrative Agent, in the aggregate, exceeds 105% of the Alternative Currency Commitment, the Borrower shall repay (and cause the applicable Qualified Borrowers to repay) such Loans in an amount (such amount, the “Alternative Currency Excess”) equal to the lesser of (x) the amount necessary to eliminate such excess and (y) the aggregate amount of all such Loans, and if such excess is not eliminated by reason of such prepayment the Borrower will pay to the Administrative Agent, for deposit in the Letter of Credit Collateral Account, Cash Collateral with respect to the Letters of Credit issued against the Alternative Currency Loans shall exceed Commitments in the Non-U.S. Dollar Sublimit, amount necessary to eliminate such excess; or (Xb) the Dollar Equivalent of the sum of (i) all outstanding principal amount of all Revolving Credit Loans denominated in Swiss Francs shall exceed the Swiss Francs Sublimit, and (Yii) the Dollar Equivalent Letter of Credit Usage so determined by the Administrative Agent, in the aggregate, exceeds 105% of the outstanding principal amount of all Revolving Credit Loans denominated in Norwegian Krone shall exceed the Norwegian Krone Sublimit, or (Z) the Dollar Equivalent of the outstanding principal amount of all Revolving Credit Loans denominated in Swedish Krona shall exceed the Swedish Krona Sublimit, then, in each caseCommitments, the Borrower shallshall repay (and cause the applicable Qualified Borrowers to repay) such Loans in an amount (such amount, within five the “Commitment Excess”) equal to the lesser of (5x) Business Days of the amount necessary to eliminate such occurrence pay excess and (y) the aggregate amount of such Loans, and if such excess is not eliminated by reason of such prepayment Borrower will pay to the Agent Administrative Agent, for the respective accounts of the Revolving Credit Lenders for application to the Revolving Credit Loans denominated deposit in the applicable Alternative CurrenciesLetter of Credit Collateral Account, together Cash Collateral with any additional amounts payable pursuant respect to §4.7. (b) For purposes of determining compliance with §3.2(a) and the covenants set forth in §9, the Outstanding amount of the Revolving Credit Loans and the Letters of Credit Liabilities which are denominated in Alternative Currencies shall be re-determined on the Revaluation Date occurring on the last calendar day of each calendar month prior amount necessary to the Revolving Credit Maturity Date based on the Dollar Equivalent of the aggregate outstanding principal amount of eliminate such Revolving Credit Loans and Letter of Credit Liabilities (determined as of such day prior to 11:00 a.m. Cleveland, Ohio time). If, as a result of such re-determination, a prepayment of such Revolving Credit Loans shall be required under §3.2(a), the Agent shall promptly notify the Lenders and the Borrower thereof and Borrower shall within five (5) Business Days of receiving such notice from Agent make a prepayment of such Revolving Credit Loans to the extent required under §3.2(a)excess.

Mandatory Prepayments. (a) If at any time (i) the sum of the aggregate outstanding principal amount of the Revolving Credit Loans, the Swing Loans and the Letter of Credit Liabilities exceeds the Total Revolving Credit Commitment, (ii) the sum of the aggregate outstanding principal amount of the Revolving Credit Loans, the Term Loans, the Swing Loans and the Letter of Credit Liabilities exceeds the Total Commitment; provided that, for purposes of this §3.2(a)(iiSubject to Section 2.1(e), the Revaluation Date for purposes of determining the Dollar Equivalent of any amount of Term Loans, or of the portion of the Total Commitment consisting of Term Loan Commitments, shall be deemed to be the Revaluation Date determined upon the incurrence of such Term Loans or Term Loan Commitments, as the case may be, pursuant to clause (a) of the definition of Revaluation Date, or (iii) the sum of (A) the aggregate outstanding principal amount of the Revolving Credit Loans, the Term Loans, the Swing Loans and the Letter of Credit Liabilities, and (B) the aggregate amount of all other Unsecured Indebtedness of REIT and its Subsidiaries causes a violation of the covenants set forth in §§9.3 or 9.4, then the Borrower shall, within five (5) Business Days of such occurrence pay the amount of such excess to the Agent for the respective accounts of the Revolving Credit Lenders (in the case of clause (i)) or all of the Lenders (in the case of clauses (ii) and (iii)), as applicable, for application to the Revolving Credit Loans and Term Loans as provided in §3.4, together with any additional amounts payable pursuant to §4.7, and deposit in the Collateral Account and pledge to Agent cash in any additional amount necessary to secure the Outstanding Letter of Credit Liabilities, except that the amount of any Swing Loans shall be paid solely to the Swing Loan Lender. Without limiting the foregoing, if at any time (W) the Dollar Equivalent outstanding balance of the aggregate Revolving Loan Exposure exceeds the Revolving Loan Commitment (any and all such excess Revolving Loan Exposure is herein referred to, collectively, as an “Overadvance”), Borrowers shall immediately repay the aggregate outstanding principal amount of all Alternative Currency Loans Revolving Loan Advances to the extent required to eliminate such Overadvance. Any such prepayment shall exceed the Non-U.S. Dollar Sublimit, (X) the Dollar Equivalent of be applied to the outstanding principal amount Revolving Loan Exposure in accordance with Section 2.2(e). (ii) Subject to Section 2.2(e), within three (3) Business Days after receipt by any Loan Party of all Revolving Credit Loans denominated cash proceeds in Swiss Francs shall exceed the Swiss Francs Sublimit, excess of $250,000 in any Fiscal Year (Yincluding insurance proceeds and proceeds from casualty losses or condemnations) the Dollar Equivalent of the outstanding principal amount of all Revolving Credit Loans denominated in Norwegian Krone shall exceed the Norwegian Krone Sublimitany voluntary or involuntary sale or disposition of, or any casualty or condemnation event with respect to, any property or assets of any Loan Party (Zdetermined, solely for purposes of this Section 2.2(d)(ii), exclusive of any proceeds of (x) sales of Inventory in the Dollar Equivalent Ordinary Course of Business and (y) sales of Stock permitted by Section 5.1(d)), Administrative Borrower shall notify Lender of such Loan Party's receipt of such cash proceeds and shall prepay the outstanding principal Advances in an amount equal to all such cash proceeds, net of all Revolving Credit Loans denominated (A) commissions and other reasonable and customary transaction costs, fees and expenses (including the reasonable fees of attorneys and other advisors) properly attributable to such transaction and payable by such Loan Party in Swedish Krona shall exceed the Swedish Krona Sublimit, then, connection therewith (in each case, paid to non-Affiliates), (B) transfer taxes, (C) amounts payable to holders of Liens that are senior to the Borrower shallLiens of Lender created under the Loan Documents on such assets (to the extent such Liens constitute Permitted Liens hereunder), within five and (5D) Business Days of an appropriate reserve for income taxes in accordance with GAAP in connection therewith (it being understood that to the extent any such occurrence pay reserve is reversed or abandoned, the amount of such excess to the Agent for the respective accounts of the Revolving Credit Lenders for application to the Revolving Credit Loans denominated in the applicable Alternative Currencies, together with any additional amounts so reversed or abandoned shall constitute cash proceeds payable pursuant to §4.7this Section 2.2(d)). Any such prepayment shall be applied in accordance with Section 2.2(e); provided, that so long as (1) no Default or Event of Default shall have occurred and is continuing or would result therefrom, (2) Administrative Borrower shall have given Lender prior written notice of Borrowers' intention to apply such monies to the costs of replacement of the properties or assets that are the subject of such sale or disposition or the cost of purchase or construction of other assets useful in the business of such Loan Party or, in the case of proceeds from casualty losses or condemnation, to the cost of repair and restoration of the affected assets, (3) the monies are held in a Deposit Account in which Lender has a perfected first-priority security interest, and (4) such Loan Party completes such replacement, purchase, or construction within 180 days after the initial receipt of such monies, then the Loan Party whose assets were the subject of such disposition shall have the option to apply such monies to the costs of replacement of such assets or the costs of purchase or construction of other assets useful in the business of such Loan Party or, in the case of proceeds from casualty losses or condemnation, to the cost of repair and restoration of the affected assets, unless and to the extent that such applicable period shall have expired without such replacement, purchase, or construction being made or completed, in which case, such net cash proceeds not so applied shall be paid to Lender and applied in accordance with Section 2.2(c). (biii) For purposes of determining compliance with §3.2(aIf any Borrower issues Stock (other than an Excluded Issuance) and or receives a capital contribution (unless, in the covenants set forth in §9, the Outstanding amount of the Revolving Credit Loans and the Letters of Credit Liabilities which are denominated in Alternative Currencies shall be re-determined on the Revaluation Date occurring on the last calendar day of each calendar month prior to the Revolving Credit Maturity Date based on the Dollar Equivalent of the aggregate outstanding principal amount case of such Revolving Credit Loans and Letter a capital contribution, (1) no Default or Event of Credit Liabilities (determined as of such day prior to 11:00 a.m. Cleveland, Ohio time). If, Default has occurred or will occur as a result of such re-determinationcapital contribution and (2) after giving effect to such capital contribution, the Loan Parties are in compliance on a prepayment pro forma basis with the covenants set forth on Annex III to this Agreement, recomputed for the most recent Fiscal Quarter for which financial statements have been delivered), no later than the Business Day following the date of receipt of the proceeds thereof, Administrative Borrower shall notify Lender of such Revolving Credit Loans B▇▇▇▇▇▇▇'s receipt of such proceeds and shall prepay the Advances in an amount equal to all such proceeds, net of underwriting discounts and commissions and other reasonable costs and expenses (including the reasonable fees of attorneys and other advisors) paid to non-Affiliates in connection therewith. Any such prepayment shall be required applied in accordance with Section 2.2(e). (iv) If any Loan Party incurs Indebtedness not permitted under §3.2(a)the terms of this Agreement, no later than the Agent shall promptly notify Business Day following the Lenders and date of receipt of the Borrower thereof and proceeds thereof, Administrative Borrower shall within five (5) Business Days of receiving such notice from Agent make a prepayment notify Lender of such Revolving Credit Loans Loan Party's receipt of such proceeds and shall prepay the Advances in an amount equal to all such proceeds, net of reasonable costs and expenses (including the extent required under §3.2(areasonable fees of attorneys and other advisors) paid to non-Affiliates in connection therewith. Any such prepayment shall be applied in accordance with Section 2.2(e).

Mandatory Prepayments. (a) If at any time Unless the Approving Party shall otherwise agree (i) and, if the sum of Approving Party is the aggregate outstanding principal amount of the Revolving Credit LoansTreasury, the Swing Loans Treasury concurrently agrees under the UST Facility), if any Additional First Lien Indebtedness or Permitted Unsecured Indebtedness is incurred by any Group Member (other than an Excluded Subsidiary), then promptly upon such incurrence (and the Letter of Credit Liabilities exceeds the Total Revolving Credit Commitment, (ii) the sum of the aggregate outstanding principal amount of the Revolving Credit Loans, the Term Loans, the Swing Loans and the Letter of Credit Liabilities exceeds the Total Commitment; provided that, for purposes of this §3.2(a)(iiin any case not more than twenty Business Days thereafter), the Revaluation Date for purposes Notes shall be prepaid by an amount equal to the Applicable Net Cash Proceeds of determining the Dollar Equivalent of such incurrence, as set forth in Section 2.5(d). If any amount in respect of Term Loans, or Attributable Obligations under a Sale/Leaseback Transaction is required to be applied as a prepayment of the portion of the Total Commitment consisting of Term Loan Commitments, shall be deemed to be the Revaluation Date determined upon the incurrence of such Term Loans or Term Loan Commitments, as the case may be, Notes pursuant to clause (an) of the definition of Revaluation Date“Permitted Indebtedness,” then promptly upon the occurrence of such Sale/Leaseback Transaction (and in any case not more than twenty Business Days thereafter), the Notes shall be prepaid by an amount equal to the Applicable Net Cash Proceeds of such Sale/Leaseback Transaction, as set forth in Section 2.5(d). With respect to any such Indebtedness incurred by an applicable Non-U.S. Subsidiary, the aggregate amount of the Applicable Net Cash Proceeds thereof required to be applied pursuant to Section 2.5(d) to the prepayment of the Notes shall be subject to reduction to the extent that expatriation of such Applicable Net Cash Proceeds (i) would result in material adverse tax or legal consequences (including, without limitation, violation of Contractual Obligations), (ii) would be reasonably likely to result in adverse personal liability of any director of any applicable Group Member, or (iii) would result in the sum of (A) the aggregate outstanding principal amount insolvency of the Revolving Credit Loans, the Term Loans, the Swing Loans and the Letter of Credit Liabilities, and (B) the aggregate amount of all other Unsecured Indebtedness of REIT and its Subsidiaries causes a violation of the covenants set forth in §§9.3 or 9.4, then the Borrower shall, within five (5) Business Days of such occurrence pay the amount of such excess to the Agent for the respective accounts of the Revolving Credit Lenders (in the case of clause (i)) or all of the Lenders (in the case of clauses (ii) and (iii)), as applicable, for application to the Revolving Credit Loans and Term Loans as provided in §3.4, together with any additional amounts payable pursuant to §4.7, and deposit in the Collateral Account and pledge to Agent cash in any additional amount necessary to secure the Outstanding Letter of Credit Liabilities, except that the amount of any Swing Loans shall be paid solely to the Swing Loan Lender. Without limiting the foregoing, if at any time (W) the Dollar Equivalent of the outstanding principal amount of all Alternative Currency Loans shall exceed the applicable Non-U.S. Dollar Sublimit, (X) the Dollar Equivalent of the outstanding principal amount of all Revolving Credit Loans denominated in Swiss Francs shall exceed the Swiss Francs Sublimit, (Y) the Dollar Equivalent of the outstanding principal amount of all Revolving Credit Loans denominated in Norwegian Krone shall exceed the Norwegian Krone Sublimit, or (Z) the Dollar Equivalent of the outstanding principal amount of all Revolving Credit Loans denominated in Swedish Krona shall exceed the Swedish Krona Sublimit, then, in each case, the Borrower shall, within five (5) Business Days of such occurrence pay the amount of such excess to the Agent for the respective accounts of the Revolving Credit Lenders for application to the Revolving Credit Loans denominated in the applicable Alternative Currencies, together with any additional amounts payable pursuant to §4.7. (b) For purposes of determining compliance with §3.2(a) and the covenants set forth in §9, the Outstanding amount of the Revolving Credit Loans and the Letters of Credit Liabilities which are denominated in Alternative Currencies shall be re-determined on the Revaluation Date occurring on the last calendar day of each calendar month prior to the Revolving Credit Maturity Date based on the Dollar Equivalent of the aggregate outstanding principal amount of such Revolving Credit Loans and Letter of Credit Liabilities (determined as of such day prior to 11:00 a.m. Cleveland, Ohio time). If, as a result of such re-determination, a prepayment of such Revolving Credit Loans shall be required under §3.2(a), the Agent shall promptly notify the Lenders and the Borrower thereof and Borrower shall within five (5) Business Days of receiving such notice from Agent make a prepayment of such Revolving Credit Loans to the extent required under §3.2(a).U.S.

Mandatory Prepayments. (a) If at In addition to any time prepayment required in accordance with Section 10.2 as a result of an Event of Default hereunder, the Loans shall be subject to mandatory prepayment as follows: (i) the sum immediately upon discovery by or notice to Borrower Agent that any of the aggregate lending limits set forth in Section 2.1(a) or Section 2.5(a) have been exceeded (other than solely as a result of Protective Advances and Overadvances permitted under Section 2.15), Borrowers shall pay Agent for the benefit of the Lenders an amount sufficient to reduce the outstanding principal amount balance of the Revolving Credit Loans, Collateralize outstanding Letters of Credit, or any combination thereof, to the Swing Loans applicable maximum allowed amount, and such amount shall become due and payable by Borrowers without the Letter necessity of Credit Liabilities exceeds the Total Revolving Credit Commitment, a demand by Agent or any Lender; (ii) the sum of the aggregate outstanding principal amount of the Revolving Credit Loans, the Term Loans, the Swing Loans and the Letter of Credit Liabilities exceeds the Total Commitment; provided that, for purposes of this §3.2(a)(ii), the Revaluation Date for purposes of determining the Dollar Equivalent of any amount of Term Loans, or of the portion of the Total Commitment consisting of Term Loan Commitments, shall be deemed to be the Revaluation Date determined upon the incurrence of such Term Loans or Term Loan Commitments, as the case may be, pursuant to clause (a) of the definition of Revaluation Date, or (iii) the sum of (A) the aggregate outstanding principal amount of the Revolving Credit Loans, the Term Loans, the Swing Loans and the Letter of Credit Liabilities, and (B) the aggregate amount of all other Unsecured Indebtedness of REIT and its Subsidiaries causes a violation of the covenants set forth in §§9.3 or 9.4, then the Borrower shall, within five (5) Business Days of such occurrence pay after any Revaluation Date so long as the aggregate amount of such excess to the Agent for the respective accounts of the Revolving Credit Lenders (in the case of clause (i)) or all of the Lenders (in the case of clauses (ii) and (iii)), as applicable, for application to the Revolving Credit Loans and Term Loans as provided in §3.4, together with any additional amounts payable pursuant to §4.7, and deposit in the Collateral Account and pledge to Agent cash in any additional amount necessary to secure the Outstanding Letter of Credit Liabilities, except that the amount of any Swing Loans shall be paid solely to the Swing Loan Lender. Without limiting the foregoing, if at any time (W) the Dollar Equivalent of the outstanding principal amount of all Alternative Currency Loans shall exceed the Non-U.S. Dollar Sublimit, (X) the Dollar Equivalent of the outstanding principal amount of all Revolving Credit Loans denominated in Swiss Francs Alternate Currency exceeds the maximum amount of such Loans permitted to be denominated in Alternate Currency pursuant to Section 2.1(a) by greater than five percent (5%), Borrowers shall exceed pay Agent for the Swiss Francs Sublimit, (Y) benefit of the Dollar Equivalent of Lenders an amount sufficient to reduce the outstanding principal balance of the applicable Loans, Collateralize outstanding Letters of Credit, or any combination thereof, to the applicable maximum allowed amount of all Revolving Credit Loans denominated in Norwegian Krone Alternate Currency, and such amount shall exceed become due and payable by Borrowers without the Norwegian Krone Sublimit, necessity of a demand by Agent or any Lender; and (Ziii) the Dollar Equivalent of the entire outstanding principal amount of all Revolving Credit Loans denominated in Swedish Krona shall exceed the Swedish Krona Sublimit, then, in each case, the Borrower shall, within five (5) Business Days of such occurrence pay the amount of such excess to the Agent for the respective accounts of the Revolving Credit Lenders for application to the Revolving Credit Loans denominated in the applicable Alternative CurrenciesLoans, together with any additional amounts all accrued and unpaid interest thereon and all fees and Lender Group Expenses payable pursuant to §4.7. (b) For purposes of determining compliance with §3.2(a) by Borrowers hereunder, shall become due and the covenants set forth in §9, the Outstanding amount of the Revolving Credit Loans and the Letters of Credit Liabilities which are denominated in Alternative Currencies shall be re-determined payable on the Revaluation Date occurring on the last calendar day of each calendar month prior to the Revolving Credit Maturity Date based on the Dollar Equivalent of the aggregate outstanding principal amount of such Revolving Credit Loans and Letter of Credit Liabilities (determined as of such day prior to 11:00 a.m. Cleveland, Ohio time). If, as a result of such re-determination, a prepayment of such Revolving Credit Loans shall be required under §3.2(a), the Agent shall promptly notify the Lenders and the Borrower thereof and Borrower shall within five (5) Business Days of receiving such notice from Agent make a prepayment of such Revolving Credit Loans to the extent required under §3.2(a)Termination Date.

Mandatory Prepayments. (a) If at any time Unless the Approving Party shall otherwise agree (i) and, if the sum of Approving Party is the aggregate outstanding principal amount of the Revolving Credit LoansTreasury, the Swing Loans Treasury concurrently agrees under the UST Facility), if any Additional Secured Indebtedness or Permitted Unsecured Indebtedness is incurred by any Covered Group Member, then promptly upon the receipt of any Net Cash Proceeds from such incurrence (and the Letter of Credit Liabilities exceeds the Total Revolving Credit Commitment, (ii) the sum of the aggregate outstanding principal amount of the Revolving Credit Loans, the Term Loans, the Swing Loans and the Letter of Credit Liabilities exceeds the Total Commitment; provided that, for purposes of this §3.2(a)(iiin any case not more than twenty Business Days thereafter), the Revaluation Date for purposes Notes shall be prepaid by an amount equal to the Applicable Net Cash Proceeds of determining the Dollar Equivalent of such incurrence, as set forth in Section 2.5(d). If any amount in respect of Term Loans, or Attributable Obligations under a Sale/Leaseback Transaction is required to be applied as a prepayment of the portion of the Total Commitment consisting of Term Loan Commitments, shall be deemed to be the Revaluation Date determined upon the incurrence of such Term Loans or Term Loan Commitments, as the case may be, Notes pursuant to clause (an) of the definition of Revaluation Date“Permitted Indebtedness,” then promptly upon the receipt of any Net Cash Proceeds from such Sale/Leaseback Transaction (and in any case not more than twenty Business Days thereafter), the Notes shall be prepaid by an amount equal to the Applicable Net Cash Proceeds of such Sale/Leaseback Transaction, as set forth in Section 2.5(d). With respect to any such Indebtedness incurred by an applicable Non-U.S. Subsidiary, the aggregate amount of the Applicable Net Cash Proceeds thereof required to be applied pursuant to Section 2.5(d) to the prepayment of the Notes shall be subject to reduction to the extent that expatriation of such Applicable Net Cash Proceeds (i) would result in material adverse tax or legal consequences (including, without limitation, violation of Contractual Obligations), (ii) would be reasonably likely to result in adverse personal liability of any director of such Non-U.S. Subsidiary, or (iii) would result in the sum of (A) the aggregate outstanding principal amount of the Revolving Credit Loans, the Term Loans, the Swing Loans and the Letter of Credit Liabilities, and (B) the aggregate amount of all other Unsecured Indebtedness of REIT and its Subsidiaries causes a violation of the covenants set forth in §§9.3 or 9.4, then the Borrower shall, within five (5) Business Days insolvency of such occurrence pay the amount of such excess to the Agent for the respective accounts of the Revolving Credit Lenders (in the case of clause (i)) or all of the Lenders (in the case of clauses (ii) and (iii)), as applicable, for application to the Revolving Credit Loans and Term Loans as provided in §3.4, together with any additional amounts payable pursuant to §4.7, and deposit in the Collateral Account and pledge to Agent cash in any additional amount necessary to secure the Outstanding Letter of Credit Liabilities, except that the amount of any Swing Loans shall be paid solely to the Swing Loan Lender. Without limiting the foregoing, if at any time (W) the Dollar Equivalent of the outstanding principal amount of all Alternative Currency Loans shall exceed the Non-U.S. Dollar Sublimit, (X) the Dollar Equivalent of the outstanding principal amount of all Revolving Credit Loans denominated in Swiss Francs shall exceed the Swiss Francs Sublimit, (Y) the Dollar Equivalent of the outstanding principal amount of all Revolving Credit Loans denominated in Norwegian Krone shall exceed the Norwegian Krone Sublimit, or (Z) the Dollar Equivalent of the outstanding principal amount of all Revolving Credit Loans denominated in Swedish Krona shall exceed the Swedish Krona Sublimit, then, in each case, the Borrower shall, within five (5) Business Days of such occurrence pay the amount of such excess to the Agent for the respective accounts of the Revolving Credit Lenders for application to the Revolving Credit Loans denominated in the applicable Alternative Currencies, together with any additional amounts payable pursuant to §4.7. (b) For purposes of determining compliance with §3.2(a) and the covenants set forth in §9, the Outstanding amount of the Revolving Credit Loans and the Letters of Credit Liabilities which are denominated in Alternative Currencies shall be re-determined on the Revaluation Date occurring on the last calendar day of each calendar month prior to the Revolving Credit Maturity Date based on the Dollar Equivalent of the aggregate outstanding principal amount of such Revolving Credit Loans and Letter of Credit Liabilities (determined as of such day prior to 11:00 a.m. Cleveland, Ohio time). If, as a result of such re-determination, a prepayment of such Revolving Credit Loans shall be required under §3.2(a), the Agent shall promptly notify the Lenders and the Borrower thereof and Borrower shall within five (5) Business Days of receiving such notice from Agent make a prepayment of such Revolving Credit Loans to the extent required under §3.2(a).U.S.

Mandatory Prepayments. (a) If The Company shall make a prepayment of the Revolving Loans (applied as set forth in Section 6.3.1) until Paid in Full upon the occurrence of any of the following (each a “Mandatory Prepayment Event”) at any time the following times and in the following amounts (such applicable amounts being referred to as “Designated Proceeds”) unless an Event of Default or Unmatured Event of Default is then existing, in which case the provisions of this Agreement shall be applicable: (i) Concurrently with the sum receipt by any Loan Party of the aggregate outstanding principal any Net Cash Proceeds from any Asset Disposition, in an amount equal to 100% of the Revolving Credit Loans, the Swing Loans and the Letter of Credit Liabilities exceeds the Total Revolving Credit Commitment, such Net Cash Proceeds. (ii) Concurrently with the sum receipt by any Loan Party of any Net Cash Proceeds from any issuance of Capital Securities of any Loan Party (excluding (x) any issuance of Capital Securities pursuant to any employee or director option program, benefit plan or compensation program and (y) any issuance by a Subsidiary to the aggregate outstanding principal amount of the Revolving Credit Loans, the Term Loans, the Swing Loans and the Letter of Credit Liabilities exceeds the Total Commitment; provided that, for purposes of this §3.2(a)(iiCompany or another Subsidiary), the Revaluation Date for purposes of determining the Dollar Equivalent of any in an amount of Term Loans, or of the portion of the Total Commitment consisting of Term Loan Commitments, shall be deemed equal to be the Revaluation Date determined upon the incurrence 50% of such Term Loans or Term Loan Commitments, as the case may be, pursuant to clause (a) of the definition of Revaluation Date, or Net Cash Proceeds. (iii) Concurrently with the sum receipt by any Loan Party of any Net Cash Proceeds from any issuance of any Debt of any Loan Party (A) the aggregate outstanding principal excluding Debt permitted by Section 11.1), in an amount of the Revolving Credit Loans, the Term Loans, the Swing Loans and the Letter of Credit Liabilities, and (B) the aggregate amount of all other Unsecured Indebtedness of REIT and its Subsidiaries causes a violation of the covenants set forth in §§9.3 or 9.4, then the Borrower shall, within five (5) Business Days equal to 50% of such occurrence pay Net Cash Proceeds. (iv) Concurrently with the amount receipt by any Loan Party of such excess to the Agent for the respective accounts of the Revolving Credit Lenders (in the case of clause (i)) or all of the Lenders (in the case of clauses (ii) and (iii)), as applicable, for application to the Revolving Credit Loans and Term Loans as provided in §3.4, together with any additional amounts payable pursuant to §4.7, and deposit in the Collateral Account and pledge to Agent cash in Net Cash Proceeds from any additional amount necessary to secure the Outstanding Letter of Credit Liabilities, except that Insurance Proceeds the amount of any Swing Loans shall be paid solely to the Swing Loan Lender. Without limiting the foregoing, if at any time (W) the Dollar Equivalent such Net Cash Proceeds in excess of the outstanding principal amount of all Alternative Currency Loans shall exceed the Non-U.S. Dollar Sublimit, (X) the Dollar Equivalent of the outstanding principal amount of all Revolving Credit Loans denominated in Swiss Francs shall exceed the Swiss Francs Sublimit, (Y) the Dollar Equivalent of the outstanding principal amount of all Revolving Credit Loans denominated in Norwegian Krone shall exceed the Norwegian Krone Sublimit, or (Z) the Dollar Equivalent of the outstanding principal amount of all Revolving Credit Loans denominated in Swedish Krona shall exceed the Swedish Krona Sublimit, then, in each case, the Borrower shall, within five (5) Business Days of such occurrence pay the amount of such excess to the Agent for the respective accounts of the Revolving Credit Lenders for application to the Revolving Credit Loans denominated $250,000 in the applicable Alternative Currencies, together with any additional amounts payable pursuant to §4.7aggregate per calendar year. (b) For purposes of determining compliance with §3.2(a) and If on any day the covenants set forth in §9, Revolving Outstandings plus the Outstanding outstanding amount of the Swing Line Loan exceeds the Revolving Credit Commitment, the Company shall immediately prepay Revolving Loans and and/or Cash Collateralize the outstanding Letters of Credit Liabilities Credit, or do a combination of the foregoing, in an amount sufficient to eliminate such excess. (c) If on any day on which are denominated in Alternative Currencies shall be re-determined on the Revaluation Date occurring on the last calendar day of each calendar month prior to the Revolving Credit Maturity Date based on Commitment is reduced pursuant to Section 6.1.1 the Dollar Equivalent Revolving Outstandings plus the outstanding amount of the aggregate outstanding principal amount of such Swing Line Loan exceeds the Revolving Credit Loans and Letter of Credit Liabilities (determined as of such day prior to 11:00 a.m. Cleveland, Ohio time). If, as a result of such re-determination, a prepayment of such Revolving Credit Loans shall be required under §3.2(a)Commitment, the Agent Company shall promptly notify immediately prepay Revolving Loans or Cash Collateralize the Lenders and outstanding Letters of Credit, or do a combination of the Borrower thereof and Borrower shall within five (5) Business Days of receiving foregoing, in an amount sufficient to eliminate such notice from Agent make a prepayment of such Revolving Credit Loans to the extent required under §3.2(a)excess.

Mandatory Prepayments. (ai) If at any time (i) the sum of the aggregate outstanding principal amount balances of the Revolving Credit Loans, the Swing Loans and the Letter of Credit Liabilities Loan exceeds the Total Revolving Credit Commitment, (ii) the sum of the aggregate outstanding principal amount of the Revolving Credit Loans, the Term Loans, the Swing Loans and the Letter of Credit Liabilities exceeds the Total Commitment; provided that, for purposes of this §3.2(a)(ii), the Revaluation Date for purposes of determining the Dollar Equivalent of any amount of Term Loans, or of the portion of the Total Commitment consisting of Term Loan Commitments, shall be deemed to be the Revaluation Date determined upon the incurrence of such Term Loans or Term Loan Commitments, as the case may be, pursuant to clause (a) of the definition of Revaluation Date, or (iii) the sum lesser of (A) the Maximum Amount less the aggregate outstanding principal amount of the Revolving Credit Loans, the Term Loans, the Swing Loans and the Letter of Credit Liabilities, Line Loan at such time and (B) the Aggregate Borrowing Base less the aggregate amount of all other Unsecured Indebtedness of REIT and its Subsidiaries causes a violation outstanding Swing Line Loan at such time, Borrowers shall immediately repay the aggregate outstanding Revolving Credit Advances to the extent required to eliminate such excess. If any such excess remains after repayment in full of the covenants aggregate outstanding Revolving Credit Advances, Borrowers shall provide cash collateral for the Letter of Credit Obligations in the manner set forth in §§9.3 or 9.4Annex B to the extent required to eliminate such excess. Furthermore, then if, at any time, the outstanding balance of the Revolving Loan to any Borrower shallexceeds such Borrower’s separate Borrowing Base less the outstanding balance of the Swing Line Loan to such Borrower, within five (5) Business Days of such occurrence pay the applicable Borrower shall immediately repay its Revolving Credit Advances in the amount of such excess (and, to the Agent extent necessary, provide cash collateral for the respective accounts its Letter of the Revolving Credit Lenders (in the case of clause (iObligations as described above)) or all of the Lenders (in the case of clauses . (ii) Immediately upon receipt by any Credit Party of proceeds of any asset disposition (excluding proceeds of dispositions of Equipment Inventory and (iii)), as applicable, for application to the Revolving Credit Loans and Term Loans as provided in §3.4, together with any additional amounts payable pursuant to §4.7, and deposit in the Collateral Account and pledge to Agent cash P&E permitted by Section 6.8 having an aggregate Net Book Value in any additional amount necessary to secure the Outstanding Letter one Fiscal Year, not exceeding $500,000) or any sale of Credit Liabilities, except that the amount Stock of any Swing Subsidiary of such Credit Party, Borrowers shall prepay the Loans shall be paid solely in an amount equal to the Swing Loan Lender. Without limiting the foregoingall such proceeds, if at net of (A) commissions and other reasonable and customary transaction costs, fees and expenses properly attributable to such transaction and payable by any time Credit Party in connection therewith (W) the Dollar Equivalent of the outstanding principal amount of all Alternative Currency Loans shall exceed the Non-U.S. Dollar Sublimit, (X) the Dollar Equivalent of the outstanding principal amount of all Revolving Credit Loans denominated in Swiss Francs shall exceed the Swiss Francs Sublimit, (Y) the Dollar Equivalent of the outstanding principal amount of all Revolving Credit Loans denominated in Norwegian Krone shall exceed the Norwegian Krone Sublimit, or (Z) the Dollar Equivalent of the outstanding principal amount of all Revolving Credit Loans denominated in Swedish Krona shall exceed the Swedish Krona Sublimit, then, in each case, paid to non Affiliates), (B) amounts payable to holders of senior Liens (to the Borrower extent such Liens constitute Permitted Encumbrances hereunder), if any, on the assets so disposed, and (C) transfer taxes plus an appropriate reserve for income taxes in accordance with GAAP in connection therewith (“Net Proceeds”). Any such prepayment shall, within five (5) Business Days subject to Section 1.3(b)(iv), be applied in accordance with Section 1.3(c). Notwithstanding the foregoing and provided no Default or Event of Default has occurred and is continuing, such prepayment shall not be required to the extent such Credit Party reinvests the Net Proceeds of such occurrence pay disposition in productive assets (other than Equipment Inventory and Parts and Tools Inventory) of a kind then used or usable in the amount business of such excess Credit Party, within one hundred eighty (180) days after the date of such disposition or enters into a binding commitment thereof within said one hundred eighty (180) day period and subsequently makes such reinvestment. Pending such reinvestment, the Net Proceeds shall be delivered to the Agent and retained in a cash collateral account established for the respective accounts that purpose and shall be available for reinvestment so long as no Default or Event of the Revolving Credit Lenders for application to the Revolving Credit Loans denominated in the applicable Alternative Currencies, together with any additional amounts payable pursuant to §4.7Default is continuing. (biii) For purposes If any Credit Party issues Stock or any Indebtedness (other than Indebtedness permitted by Section 6.3) in excess of determining compliance with §3.2(a) $1,000,000 in the aggregate of such Stock and such Indebtedness, no later than the covenants set forth in §9Business Day following the date of receipt of the cash proceeds thereof, the Outstanding issuing Credit Party shall prepay the Loans in an amount equal to all such proceeds, net of the Revolving Credit Loans underwriting discounts and the Letters of Credit Liabilities which are denominated commissions and other reasonable costs paid to non Affiliates in Alternative Currencies connection therewith; provided, that no such prepayment shall be re-determined on required, so long as no Event of Default has occurred and is continuing, from the Revaluation Date occurring on the last calendar day proceeds of each calendar month prior any issuance of Stock by a Credit Party (i) to any director, officer or other employee of such Credit Party pursuant to the Revolving stock incentive plan adopted by H&E Delaware prior to, and as in effect on, the Closing Date, (ii) in connection with the Related Transactions, (iii) as consideration for any Person (other than any Affiliate of a Credit Maturity Date based Party) providing permitted Indebtedness under Section 6.3, (iv) to any other Credit Party or (v) as consideration to any Person (other than an Affiliate) selling assets in any Permitted Acquisition. Any such prepayment shall, subject to Section 1.3(b)(iv), be applied in accordance with Section 1.3(c). (iv) In the event that Section 1.3(b)(i), (ii) or (iii) shall require any prepayment to be made on the Dollar Equivalent of the aggregate outstanding principal amount a day other than an Interest Payment Date, then upon receipt of such Revolving Credit Loans prepayment and Letter of Credit Liabilities (determined as of such day prior to 11:00 a.m. Cleveland, Ohio time). If, as a result of such re-determination, a prepayment of such Revolving Credit Loans shall be required under §3.2(a), the Agent shall promptly notify the Lenders and the Borrower thereof and Borrower shall within five (5) Business Days of receiving such notice from Agent make a prepayment of such Revolving Credit Loans to the extent required requested by any Borrower, Agent shall hold such amount as cash collateral (provided that the Borrower delivering the same shall have executed and delivered such documents as Agent shall have requested in connection with such cash collateral) and, so long as no Default or Event of Default shall have occurred and be continuing, shall not apply such cash collateral to the prepayment under §3.2(a)the applicable paragraph of this Section 1.3 until the next succeeding Interest Payment Date. Such cash collateral shall be invested in Cash Equivalents as directed by such Borrower in accordance with such documents. Interest earned on such cash collateral shall accrue for the account of the Borrower providing the same, shall constitute additional cash collateral and (assuming no Default or Event of Default shall be continuing) shall be, to the extent remaining, applied to such prepayment on such next succeeding Interest Payment Date.

Mandatory Prepayments. (a) If at any time Notwithstanding anything to the contrary contained herein, upon (i) any issuance of Debt or shares of Stock by any Subsidiary (other than Debt permitted to be issued pursuant to Section 7.13), (ii) any issuance of Debt in the sum form of additional Second Lien Term Loans after the Second Lien Closing Date or (iii) any sale or other disposition of assets by any Subsidiary (other than any sale or disposition permitted pursuant to Section 7.9) (the occurrence of any such event in clause (i), (ii) or (iii) above, a "Prepayment Triggering Event"), Borrowers shall prepay the outstanding principal amount of the Loans in an amount equal to 100% of the Net Cash Proceeds received in connection therewith up to an aggregate amount with respect to all of the Prepayment Triggering Events equal to $11,000,000 and, to the extent that the aggregate amount of any such Net Cash Proceeds exceeds $11,000,000, Borrowers shall prepay the outstanding principal amount of the Loans in an amount equal to 50% of such Net Cash Proceeds received in connection therewith in excess of $11,000,000 and, subject to the immediately succeeding sentence of this Section 3.1(c), Borrowers may use all or a portion of the 50% of such Net Cash Proceeds not required to prepay the Loans to purchase, prepay or redeem all or a portion of the outstanding principal amount of the 2005 Senior Notes and, after the payment in full and retirement of all outstanding 2005 Senior Notes, the 2008 Senior Notes (and the Second Lien Term Loan to the extent required by the Second Lien Credit Agreement to purchase 2008 Senior Notes); provided, that (x) concurrently with each such application to the outstanding Loans, Agent and Co-Agent shall establish and maintain a corresponding reserve against the Maximum Amount and the Borrowing Base in an amount equal to the amount of such prepayment (but in no event to exceed an aggregate amount of $45,410,000), and (y) such reserve against the Maximum Amount and the Borrowing Base shall be released only at the sole discretion of the Agent and the Co-Agent; provided, however, that, notwithstanding the foregoing, if at the time of any such Prepayment Triggering Event the aggregate outstanding principal amount of the Revolving Credit Loans, Loans does not exceed the Swing Loans and the Letter result of Credit Liabilities exceeds the Total Revolving Credit Commitment, (ii) the sum of clauses (a)(A), (a)(B) and (a)(C) of the aggregate definition of Borrowing Base, then Borrowers may, subject to the immediately succeeding sentence of this Section 3.1(c), in lieu of prepaying the principal amount of the Loans, use all or a portion of such Net Cash Proceeds to purchase, prepay or redeem all or a portion of the outstanding principal amount of the 2005 Senior Notes and, after the payment in full and retirement of all outstanding 2005 Senior Notes, the 2008 Senior Notes (and the Second Lien Term Loan to the extent required by the Second Lien Credit Agreement to purchase 2008 Senior Notes); and provided, further, however, that the Maximum Amount and the applicable Commitments shall be permanently reduced, on a dollar for dollar basis, to the extent that the Loans are prepaid in accordance with this Section 3.1(c) solely as a result of the issuance of Debt in the form of additional Second Lien Term Loans after the Second Lien Closing Date in accordance with the terms of the Second Lien Credit Agreement (as in effect on the date hereof without any modification or amendment thereof). Borrowers' right to use Net Cash Proceeds to purchase, prepay or redeem all or a portion of the outstanding principal amount of the 2005 Senior Notes and, after the payment in full and retirement of all outstanding 2005 Senior Notes, 2008 Senior Notes pursuant to this Section 3.1(c) is subject to (a) no Default or Event of Default shall have occurred and be continuing or would result therefrom, (b) in the case of the purchase, prepayment or redemption of the 2005 Senior Notes, Availability is greater than $5,000,000 both immediately before and immediately after giving effect to any such purchase, prepayment or redemption made prior to September 15, 2005 and (c) in the case of the purchase, prepayment or redemption of the 2008 Senior Notes (and the Second Lien Term Loan to the extent required by the Second Lien Credit Agreement to purchase 2008 Senior Notes), Availability is greater than $4,000,000 both immediately before and immediately after giving effect to any such purchase, prepayment or redemption. Each prepayment of the Loans made pursuant to this Section 3.1(c) shall be applied: first, to the extent that the Required Lenders have not waived all or any portion of such prepayment, to the outstanding principal amount of the Term Loan, and second, ratably to the outstanding principal amount of the Revolving Credit Loans, the Term Loans, the Swing Loans and the Letter of Credit Liabilities exceeds the Total Commitment; provided that, for purposes . The provisions of this §3.2(a)(ii), the Revaluation Date for purposes of determining the Dollar Equivalent of any amount of Term Loans, or of the portion of the Total Commitment consisting of Term Loan Commitments, Section 3.1(c) shall not be deemed to be implied consent to any issuance, incurrence, sale or other disposition otherwise prohibited by the Revaluation Date determined upon the incurrence terms and conditions of such Term Loans or Term Loan Commitments, as the case may be, pursuant to clause (a) of the definition of Revaluation Date, or (iii) the sum of (A) the aggregate outstanding principal amount of the Revolving Credit Loans, the Term Loans, the Swing Loans and the Letter of Credit Liabilities, and (B) the aggregate amount of all other Unsecured Indebtedness of REIT and its Subsidiaries causes a violation of the covenants set forth in §§9.3 or 9.4, then the Borrower shall, within five (5) Business Days of such occurrence pay the amount of such excess to the Agent for the respective accounts of the Revolving Credit Lenders (in the case of clause (i)) or all of the Lenders (in the case of clauses (ii) and (iii)), as applicable, for application to the Revolving Credit Loans and Term Loans as provided in §3.4, together with any additional amounts payable pursuant to §4.7, and deposit in the Collateral Account and pledge to Agent cash in any additional amount necessary to secure the Outstanding Letter of Credit Liabilities, except that the amount of any Swing Loans shall be paid solely to the Swing Loan Lender. Without limiting the foregoing, if at any time (W) the Dollar Equivalent of the outstanding principal amount of all Alternative Currency Loans shall exceed the Non-U.S. Dollar Sublimit, (X) the Dollar Equivalent of the outstanding principal amount of all Revolving Credit Loans denominated in Swiss Francs shall exceed the Swiss Francs Sublimit, (Y) the Dollar Equivalent of the outstanding principal amount of all Revolving Credit Loans denominated in Norwegian Krone shall exceed the Norwegian Krone Sublimit, or (Z) the Dollar Equivalent of the outstanding principal amount of all Revolving Credit Loans denominated in Swedish Krona shall exceed the Swedish Krona Sublimit, then, in each case, the Borrower shall, within five (5) Business Days of such occurrence pay the amount of such excess to the Agent for the respective accounts of the Revolving Credit Lenders for application to the Revolving Credit Loans denominated in the applicable Alternative Currencies, together with any additional amounts payable pursuant to §4.7this Agreement." (b) For purposes of determining compliance with §3.2(a) and the covenants set forth in §9, the Outstanding amount of the Revolving Credit Loans and the Letters of Credit Liabilities which are denominated in Alternative Currencies shall be re-determined on the Revaluation Date occurring on the last calendar day of each calendar month prior to the Revolving Credit Maturity Date based on the Dollar Equivalent of the aggregate outstanding principal amount of such Revolving Credit Loans and Letter of Credit Liabilities (determined as of such day prior to 11:00 a.m. Cleveland, Ohio time). If, as a result of such re-determination, a prepayment of such Revolving Credit Loans shall be required under §3.2(a), the Agent shall promptly notify the Lenders and the Borrower thereof and Borrower shall within five (5) Business Days of receiving such notice from Agent make a prepayment of such Revolving Credit Loans to the extent required under §3.2(a).2.04 AMENDMENT TO SECTION 3.6

Mandatory Prepayments. (ai) If at any time (i) the sum outstanding balance of the aggregate outstanding principal amount of the Revolving Credit Loans, the Swing Loans and the Letter of Credit Liabilities Loan exceeds the Total Revolving Credit Commitment, (ii) the sum of the aggregate outstanding principal amount of the Revolving Credit Loans, the Term Loans, the Swing Loans and the Letter of Credit Liabilities exceeds the Total Commitment; provided that, for purposes of this §3.2(a)(ii), the Revaluation Date for purposes of determining the Dollar Equivalent of any amount of Term Loans, or of the portion of the Total Commitment consisting of Term Loan Commitments, shall be deemed to be the Revaluation Date determined upon the incurrence of such Term Loans or Term Loan Commitments, as the case may be, pursuant to clause (a) of the definition of Revaluation Date, or (iii) the sum lesser of (A) the aggregate outstanding principal amount of the Revolving Credit Loans, the Term Loans, the Swing Loans and the Letter of Credit Liabilities, Maximum Amount and (B) the Revolving Borrowing Base, Borrower shall immediately repay the aggregate amount of all other Unsecured Indebtedness of REIT and its Subsidiaries causes a violation outstanding Revolving Credit Advances to the extent required to eliminate such excess. If any such excess remains after repayment in full of the covenants aggregate outstanding Revolving Credit Advances, Borrower shall provide cash collateral for the Letter of Credit Obligations in the manner set forth in §§9.3 or 9.4, then the Borrower shall, within five (5) Business Days of such occurrence pay the amount of such excess ANNEX B to the Agent for the respective accounts extent required to eliminate such excess. (ii) Immediately upon receipt by any Credit Party of the Revolving Credit Lenders proceeds of any asset disposition (in the case including condemnation proceeds, but excluding proceeds of clause asset dispositions permitted by SECTION 6.8 (ia)) or all any sale of the Lenders (in the case of clauses (ii) and (iii)), as applicable, for application to the Revolving Credit Loans and Term Loans as provided in §3.4, together with any additional amounts payable pursuant to §4.7, and deposit in the Collateral Account and pledge to Agent cash in any additional amount necessary to secure the Outstanding Letter of Credit Liabilities, except that the amount Stock of any Swing Subsidiary of any Credit Party, Borrower shall prepay the Loans shall be paid solely in an amount equal to the Swing Loan Lender. Without limiting the foregoingall such proceeds, if at any time net of (WA) the Dollar Equivalent of the outstanding principal amount of all Alternative Currency Loans shall exceed the Non-U.S. Dollar Sublimitcommissions and other reasonable and customary transaction costs, fees and expenses properly attributable to such transaction and payable by Borrower in connection therewith (X) the Dollar Equivalent of the outstanding principal amount of all Revolving Credit Loans denominated in Swiss Francs shall exceed the Swiss Francs Sublimit, (Y) the Dollar Equivalent of the outstanding principal amount of all Revolving Credit Loans denominated in Norwegian Krone shall exceed the Norwegian Krone Sublimit, or (Z) the Dollar Equivalent of the outstanding principal amount of all Revolving Credit Loans denominated in Swedish Krona shall exceed the Swedish Krona Sublimit, then, in each case, the Borrower shallpaid to non-Affiliates), within five (5B) Business Days transfer taxes, (C) amounts payable to holders of such occurrence pay the amount of such excess senior Liens (to the Agent extent such Liens constitute Permitted Encumbrances hereunder), if any, and (D) an appropriate reserve for the respective accounts of the Revolving Credit Lenders for application to the Revolving Credit Loans denominated income taxes in the applicable Alternative Currencies, together accordance with any additional amounts payable pursuant to §4.7GAAP in connection therewith. Any such prepayment shall be applied in accordance with CLAUSE (c) below. (biii) For purposes If Holdings or Borrower issues any Stock (other than Stock issued upon the exercise of determining compliance the Borrower Warrant) or incurs any Indebtedness (other than Indebtedness permitted by SECTION 6.3), no later than the Business Day following the date of receipt of the proceeds thereof, Borrower shall prepay the Loans in an aggregate amount equal to all such proceeds, 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 §3.2(aCLAUSE (c) below. (iv) Borrower shall prepay the Obligations on the earlier of the date which is ten (10) days after (A) the date on which Holdings' annual audited Financial Statements for the immediately preceding Fiscal Year are delivered pursuant to ANNEX E and (B) the date on which such annual audited Financial Statements were required to be delivered pursuant to ANNEX E, in an amount equal to 100% of Excess Cash Flow for the immediately preceding Fiscal Year. Any prepayments from Excess Cash Flow paid pursuant to this CLAUSE (iv) shall be allocated to Borrower's Obligations based upon Borrower's relative contribution to Excess Cash Flow and shall be applied in accordance with CLAUSE (c) below. Each such prepayment shall be accompanied by a certificate signed by Borrower's chief financial officer certifying the manner in which Excess Cash Flow, the resulting prepayment, and the covenants set forth in §9method of allocation to Borrower's Obligations were calculated, the Outstanding amount of the Revolving Credit Loans and the Letters of Credit Liabilities which are denominated in Alternative Currencies certificate shall be re-determined on the Revaluation Date occurring on the last calendar day of each calendar month prior in form and substance satisfactory to the Revolving Credit Maturity Date based on the Dollar Equivalent of the aggregate outstanding principal amount of such Revolving Credit Loans and Letter of Credit Liabilities (determined as of such day prior to 11:00 a.m. Cleveland, Ohio time). If, as a result of such re-determination, a prepayment of such Revolving Credit Loans shall be required under §3.2(a), the Agent shall promptly notify the Lenders and the Borrower thereof and Borrower shall within five (5) Business Days of receiving such notice from Agent make a prepayment of such Revolving Credit Loans to the extent required under §3.2(a)Agent.

Mandatory Prepayments. (a) If The Company shall make a prepayment of the Loans until paid in full upon the occurrence of any of the following (each a “Mandatory Prepayment Event”) at any time the following times and in the following amounts (such applicable amounts being referred to as “Designated Proceeds”): (i) Concurrently with the sum receipt by any Loan Party of the aggregate outstanding principal any Net Cash Proceeds from any Asset Disposition, in an amount equal to 100% of the Revolving Credit Loans, the Swing Loans and the Letter of Credit Liabilities exceeds the Total Revolving Credit Commitment, such Net Cash Proceeds. (ii) Concurrently with the sum receipt by any Loan Party of any Net Cash Proceeds from any issuance of Capital Securities of any Loan Party (excluding (x) any issuance of Capital Securities pursuant to any employee or director option program, benefit plan or compensation program; (y) any issuance by a Subsidiary to the aggregate outstanding principal amount Company or another Subsidiary to the Company or another Subsidiary or (z) if waived by the Required Lenders, any issuance of the Revolving Credit Loans, the Term Loans, the Swing Loans and the Letter Capital Securities in connection with a Change of Credit Liabilities exceeds the Total Commitment; provided that, for purposes Control of this §3.2(a)(iiany Loan Party), the Revaluation Date for purposes of determining the Dollar Equivalent of any in an amount of Term Loans, or of the portion of the Total Commitment consisting of Term Loan Commitments, shall be deemed equal to be the Revaluation Date determined upon the incurrence 100% of such Term Loans or Term Loan Commitments, as Net Cash Proceeds (except to the case may extent such proceeds are intended to be, pursuant to clause (a) and in fact are, reinvested within 180 days from such date of the definition of Revaluation Date, or issuance). (iii) Concurrently with the sum receipt by any Loan Party of any Net Cash Proceeds from any issuance of any Debt of any Loan Party (Aexcluding Debt permitted by Section 11.1(a) the aggregate outstanding principal through (i) hereof), in an amount of the Revolving Credit Loans, the Term Loans, the Swing Loans and the Letter of Credit Liabilities, and (B) the aggregate amount of all other Unsecured Indebtedness of REIT and its Subsidiaries causes a violation of the covenants set forth in §§9.3 or 9.4, then the Borrower shall, within five (5) Business Days equal to 100% of such occurrence pay the amount of such excess Net Cash Proceeds to the Agent extent not used for the respective accounts of the Revolving Credit Lenders acquisitions by a Loan Party within one hundred eighty (in the case of clause (i)180) or all of the Lenders (in the case of clauses (ii) and (iii)), as applicable, for application to the Revolving Credit Loans and Term Loans as provided in §3.4, together with any additional amounts payable pursuant to §4.7, and deposit in the Collateral Account and pledge to Agent cash in any additional amount necessary to secure the Outstanding Letter of Credit Liabilities, except that the amount of any Swing Loans shall be paid solely to the Swing Loan Lender. Without limiting the foregoing, if at any time (W) the Dollar Equivalent of the outstanding principal amount of all Alternative Currency Loans shall exceed the Non-U.S. Dollar Sublimit, (X) the Dollar Equivalent of the outstanding principal amount of all Revolving Credit Loans denominated in Swiss Francs shall exceed the Swiss Francs Sublimit, (Y) the Dollar Equivalent of the outstanding principal amount of all Revolving Credit Loans denominated in Norwegian Krone shall exceed the Norwegian Krone Sublimit, or (Z) the Dollar Equivalent of the outstanding principal amount of all Revolving Credit Loans denominated in Swedish Krona shall exceed the Swedish Krona Sublimit, then, in each case, the Borrower shall, within five (5) Business Days of such occurrence pay the amount of such excess to the Agent for the respective accounts of the Revolving Credit Lenders for application to the Revolving Credit Loans denominated in the applicable Alternative Currencies, together with any additional amounts payable pursuant to §4.7days thereafter. (b) For purposes of determining compliance with §3.2(a) and If on any day the covenants set forth in §9Revolving Outstandings exceeds the Borrowing Base, the Outstanding amount Company shall immediately prepay Revolving Loans and/or Cash Collateralize the outstanding L/C Obligations, or do a combination of the Revolving Credit Loans and the Letters of Credit Liabilities foregoing, in an amount sufficient to eliminate such excess. (c) If on any day on which are denominated in Alternative Currencies shall be re-determined on the Revaluation Date occurring on the last calendar day of each calendar month prior to the Revolving Credit Maturity Date based on Commitment is reduced pursuant to Section 6.1.2 the Dollar Equivalent Revolving Outstandings exceeds the Revolving Commitment, the Company shall immediately prepay Revolving Loans or Cash Collateralize the outstanding L/C Obligations, or do a combination of the aggregate outstanding principal foregoing, in an amount of sufficient to eliminate such Revolving Credit Loans and Letter of Credit Liabilities (determined as of such day prior to 11:00 a.m. Cleveland, Ohio time). If, as a result of such re-determination, a prepayment of such Revolving Credit Loans shall be required under §3.2(a), the Agent shall promptly notify the Lenders and the Borrower thereof and Borrower shall within five (5) Business Days of receiving such notice from Agent make a prepayment of such Revolving Credit Loans to the extent required under §3.2(a)excess.

Mandatory Prepayments. (ai) If at any time (i) the sum of the aggregate outstanding principal amount balances of the Revolving Credit Loans, Loan and the Swing Loans and Line Loan exceed the Letter of Credit Liabilities exceeds the Total Revolving Credit Commitment, (ii) the sum of the aggregate outstanding principal amount of the Revolving Credit Loans, the Term Loans, the Swing Loans and the Letter of Credit Liabilities exceeds the Total Commitment; provided that, for purposes of this §3.2(a)(ii), the Revaluation Date for purposes of determining the Dollar Equivalent of any amount of Term Loans, or of the portion of the Total Commitment consisting of Term Loan Commitments, shall be deemed to be the Revaluation Date determined upon the incurrence of such Term Loans or Term Loan Commitments, as the case may be, pursuant to clause (a) of the definition of Revaluation Date, or (iii) the sum lesser of (A) the aggregate outstanding principal amount of the Revolving Credit Loans, the Term Loans, the Swing Loans and the Letter of Credit Liabilities, Maximum Amount and (B) the Borrowing Base, Borrower shall immediately repay the aggregate amount of all other Unsecured Indebtedness of REIT and its Subsidiaries causes a violation outstanding Revolving Credit Advances to the extent required to eliminate such excess. If any such excess remains after repayment in full of the covenants aggregate outstanding Revolving Credit Advances, Borrower shall provide cash collateral for the Letter of Credit Obligations in the manner set forth in §§9.3 or 9.4Annex B to the extent required to eliminate such excess. If at any time the outstanding balances of the Acquisition Loans exceed the Maximum Acquisition Loan Amount, then the Borrower shall, within five (5) Business Days of such occurrence pay shall immediately repay the amount of such excess aggregate outstanding Acquisition Loan Advances to the Agent for the respective accounts of the Revolving Credit Lenders (in the case of clause (i)) or all of the Lenders (in the case of clauses extent necessary to eliminate such excess. (ii) and Immediately upon receipt by any Credit Party of any proceeds of any asset disposition (iii)excluding proceeds of asset dispositions permitted by Section 6.8(a), as applicable, for application to the Revolving Credit Loans and Term Loans as provided in §3.4, together with but including any additional amounts payable pursuant to §4.7, and deposit in the Collateral Account and pledge to Agent cash in any additional amount necessary to secure the Outstanding Letter sale of Credit Liabilities, except that the amount Stock of any Swing Subsidiary of any Credit Party, Borrower shall prepay the Loans shall be paid solely in an amount equal to the Swing Loan Lender. Without limiting the foregoingall such proceeds, if at any time net of (WA) the Dollar Equivalent of the outstanding principal amount of all Alternative Currency Loans shall exceed the Non-U.S. Dollar Sublimitcommissions and other reasonable and customary transaction costs, fees and expenses properly attributable to such transaction and payable by Borrower in connection therewith (X) the Dollar Equivalent of the outstanding principal amount of all Revolving Credit Loans denominated in Swiss Francs shall exceed the Swiss Francs Sublimit, (Y) the Dollar Equivalent of the outstanding principal amount of all Revolving Credit Loans denominated in Norwegian Krone shall exceed the Norwegian Krone Sublimit, or (Z) the Dollar Equivalent of the outstanding principal amount of all Revolving Credit Loans denominated in Swedish Krona shall exceed the Swedish Krona Sublimit, then, in each case, the Borrower shallpaid to non-Affiliates), within five (5B) Business Days transfer taxes, (C) amounts payable to holders of such occurrence pay the amount of such excess senior Liens (to the Agent extent such Liens constitute Permitted Encumbrances hereunder), if any, and (D) an appropriate reserve for the respective accounts of the Revolving Credit Lenders for application to the Revolving Credit Loans denominated income taxes in the applicable Alternative Currencies, together accordance with any additional amounts payable pursuant to §4.7GAAP in connection therewith. Any such prepayment shall be applied in accordance with Section 1.3(c). (iii) If Borrower issues Stock, 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. Any such prepayment shall be applied in accordance with Section 1.3(c). Notwithstanding anything herein to the contrary, as long as no Default or Event of Default has occurred and is continuing, proceeds from the Private Issuance in an aggregate amount not to exceed $4,550,000 and any future proceeds received upon the exercise of one or more PIPE Warrants (i) shall not be required to be used to prepay Loans and (ii) may be used by Borrower to make (a) Permitted Acquisitions and Permitted Intellectual Property Acquisitions otherwise permitted pursuant to Section 6.1 hereof and (b) For purposes of determining compliance with §3.2(a) investments, loans and the covenants set forth in §9, the Outstanding amount of the Revolving Credit Loans and the Letters of Credit Liabilities which are denominated in Alternative Currencies shall be re-determined on the Revaluation Date occurring on the last calendar day of each calendar month prior to the Revolving Credit Maturity Date based on the Dollar Equivalent of the aggregate outstanding principal amount of such Revolving Credit Loans and Letter of Credit Liabilities (determined as of such day prior to 11:00 a.m. Cleveland, Ohio time). If, as a result of such re-determination, a prepayment of such Revolving Credit Loans shall be required under §3.2(a), the Agent shall promptly notify the Lenders and the Borrower thereof and Borrower shall within five (5) Business Days of receiving such notice from Agent make a prepayment of such Revolving Credit Loans advances to the extent otherwise permitted under Section 6.2 hereof. (iv) On the date that is twenty (20) days after the earlier of (A) the date on which Borrower's annual audited Financial Statements for the immediately preceding Fiscal Year are delivered pursuant to Annex E or (B) the date on which such annual audited Financial Statements were required under §3.2(a)to be delivered pursuant to Annex E, Borrower shall prepay the scheduled principal installments of each of the outstanding Acquisition Loan Advance on a pro rata basis, in an aggregate amount equal to one hundred percent (100%) of Excess Cash Flow for the immediately preceding Fiscal Year. Each such prepayment shall be accompanied by a certificate signed by Borrower's chief financial officer certifying the manner in which Excess Cash Flow and the resulting prepayment were calculated, which certificate shall be in form and substance satisfactory to Agent.

Mandatory Prepayments. (a) If at [Reserved]. (b) In addition to any time other mandatory repayments pursuant to this Section 2.13, on each date on or after the Closing Date upon which the Borrower or any Restricted Subsidiary receives any cash proceeds from any issuance or incurrence by the Borrower or any Restricted Subsidiary of Indebtedness for borrowed money (other than Indebtedness permitted to be incurred pursuant to Section 6.04, other than Permitted External Refinancing Indebtedness and Refinancing Term Loans), an amount equal to 100% of the Net Cash Proceeds of the respective issuance or incurrence of such Indebtedness shall be applied on such date as a mandatory repayment in accordance with the requirements of Section 2.13(g). (c) Unless otherwise agreed by the Required Lenders, in addition to any other mandatory repayments pursuant to this Section 2.13, on each date upon which the Borrower or any Restricted Subsidiary receives (other than in connection with any Disposition to the Borrower or a Subsidiary Guarantor) any cash proceeds from (i) the sum any Non-Core Asset Sale, an amount equal to 100% of the aggregate outstanding principal amount Net Sale Proceeds therefrom shall be applied on such date as a mandatory repayment in accordance with the requirements of the Revolving Credit Loans, the Swing Loans and the Letter of Credit Liabilities exceeds the Total Revolving Credit CommitmentSection 2.13(g), (ii) any Disposition of (A) any Bulk MSR (other than any such Disposition required by the sum following clause (iii) hereof) and/or (B) any Asset Sale, in each case, in an amount equal to 80% of the aggregate outstanding principal amount of the Revolving Credit Loans, the Term Loans, the Swing Loans and the Letter of Credit Liabilities exceeds the Total Commitment; provided that, for purposes of this §3.2(a)(ii), the Revaluation Date for purposes of determining the Dollar Equivalent of any amount of Term Loans, or of the portion of the Total Commitment consisting of Term Loan Commitments, Net Sale Proceeds therefrom shall be deemed to be applied on such date as a mandatory repayment in accordance with the Revaluation Date determined upon the incurrence requirements of such Term Loans or Term Loan Commitments, as the case may be, pursuant to clause (a) of the definition of Revaluation DateSection 2.13(g), or (iii) any Disposition on or prior to February 15, 2018 of Government Sponsored Entity-related Bulk MSR, an amount equal to the sum of (A) the aggregate outstanding principal amount 80% of the Revolving Credit Loans, gross proceeds therefrom (excluding the Term Loans, proceeds of the Swing Loans and the Letter Disposition of Credit Liabilities, any related Servicing Advances) and (B) 80% of the Net Sale Proceeds of the Servicing Advances related to the Bulk MSR subject to such Disposition shall be applied on such date as a mandatory repayment in accordance with the requirements of Section 2.13(g). (d) In addition to any other mandatory repayments pursuant to this Section 2.13, on each Excess Cash Flow Payment Date, an amount equal to the remainder of (if positive) (i) the Applicable Excess Cash Flow Prepayment Percentage of the Excess Cash Flow for the related Excess Cash Flow Payment Period minus (ii) the aggregate amount of all other Unsecured Indebtedness principal prepayments of REIT and its Subsidiaries causes a violation of the covenants set forth in §§9.3 or 9.4, then the Borrower shall, within five (5) Business Days of such occurrence pay the amount of such excess to the Agent for the respective accounts of the Revolving Credit Lenders (in the case of clause (i)) or all of the Lenders (in the case of clauses (ii) and (iii)), as applicable, for application to the Revolving Credit Loans and Term Loans as provided in §3.4, together with any additional amounts payable pursuant to §4.7, and deposit in the Collateral Account and pledge to Agent cash in any additional amount necessary to secure the Outstanding Letter of Credit Liabilities, except that the amount of any Swing Loans shall be paid solely to the Swing Loan Lender. Without limiting the foregoing, if at any time (W) the Dollar Equivalent of the outstanding principal amount of all Alternative Currency Loans shall exceed the Non-U.S. Dollar Sublimit, (X) the Dollar Equivalent of the outstanding principal amount of all Revolving Credit Loans denominated in Swiss Francs shall exceed the Swiss Francs Sublimit, (Y) the Dollar Equivalent of the outstanding principal amount of all Revolving Credit Loans denominated in Norwegian Krone shall exceed the Norwegian Krone Sublimit, or (Z) the Dollar Equivalent of the outstanding principal amount of all Revolving Credit Loans denominated in Swedish Krona shall exceed the Swedish Krona Sublimit, then, in each case, the Borrower shall, within five (5) Business Days of such occurrence pay the amount of such excess to the Agent for the respective accounts of the Revolving Credit Lenders for application to the Revolving Credit Loans denominated in the applicable Alternative Currencies, together with any additional amounts payable pursuant to §4.7. (b) For purposes of determining compliance with §3.2(a) and the covenants set forth in §9, the Outstanding amount of the Revolving Credit Loans and the Letters of Credit Liabilities which are denominated in Alternative Currencies shall be re-determined on the Revaluation Date occurring on the last calendar day of each calendar month prior to the Revolving Credit Maturity Date based on the Dollar Equivalent of the aggregate outstanding principal amount of such Revolving Credit Loans and Letter of Credit Liabilities (determined as of such day prior to 11:00 a.m. Cleveland, Ohio time). If, as a result of such re-determination, a prepayment of such Revolving Credit Loans shall be required under §3.2(a), the Agent shall promptly notify the Lenders and the Borrower thereof and Borrower shall within five (5) Business Days of receiving such notice from Agent make a prepayment of such Revolving Credit Loans to the extent (and only to the extent) that such prepayments were made as a voluntary prepayment pursuant to Section 2.12(a) other than with proceeds of asset sales (other than from sales of inventory in the ordinary course of business), sales or issuances of Equity Interests, capital contributions, insurance or condemnation events or Indebtedness or other proceeds that would not be included in Adjusted Consolidated Net Income during the relevant Excess Cash Flow Payment Period minus (iii) the face value of Term Loans assigned to or purchased by the Borrower pursuant to Section 9.04(l) during the relevant Excess Cash Flow Payment Period, shall be applied as a mandatory repayment in accordance with the requirements of Section 2.13(g); provided that the amount required to be applied as a mandatory prepayment pursuant to this Section 2.13(d) for any Excess Cash Flow Payment Period shall not exceed an amount equal to (x) 75% of the Excess Cash Flow for such Excess Cash Flow Payment Period minus (y) scheduled installments of principal due in respect of the Term Loans under §3.2(a).Section 2.11(a) paid during the related

Mandatory Prepayments. (ai) If at any time the outstanding balances of the Revolving Loan and the Swing Line Loan exceed the lesser of (iA) the sum Maximum Amount and (B) the Borrowing Base, Borrower shall immediately repay the aggregate outstanding Revolving Credit Advances to the extent required to eliminate such excess. If any such excess remains after repayment in full of the aggregate outstanding principal amount of the Revolving Credit LoansAdvances, the Swing Loans and Borrower shall provide cash collateral for the Letter of Credit Liabilities exceeds Obligations in the Total Revolving Credit Commitmentmanner 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) Promptly upon receipt by any Credit Party of any cash proceeds of any asset disposition, Borrower shall prepay the sum Loans in an amount equal to all such proceeds, net of the aggregate outstanding principal amount of the Revolving Credit Loans(A) commissions and other reasonable and customary transaction costs, the Term Loansfees and expenses properly attributable to such transaction and payable by Borrower in connection therewith (in each case, the Swing Loans and the Letter of Credit Liabilities exceeds the Total Commitment; provided that, for purposes of this §3.2(a)(iipaid to non-Affiliates), (B) sale or transfer taxes, (C) amounts payable to holders of senior Liens on such asset (to the Revaluation Date extent such Liens are permitted under Section 6.7), if any, and (D) an appropriate reserve for purposes income taxes in accordance with GAAP in connection therewith (all such proceeds net of determining amounts described in clauses (A), (B), (C) and (D) being the Dollar Equivalent “Net Asset Disposition Proceeds”). Any such prepayment shall be applied in accordance with Section 1.3(c). The following shall not be subject to mandatory prepayment under this clause (ii): (1) proceeds of sales of Inventory in the ordinary course of business; (2) so long as no Event of Default has occurred and is continuing and Liquidity is at least $10,000,000, Net Asset Disposition Proceeds of any amount sale or dispositions of Term Loansassets other than Collateral and (3) asset disposition proceeds that are reinvested in Equipment, Fixtures or Real Estate within one hundred and eighty (180) days following receipt thereof; provided, that Borrower notifies Agent of its intent to reinvest at the portion of time such proceeds are received and when such reinvestment occurs. (iii) The Borrower shall repay to the Total Commitment consisting of Term Loan Commitments, shall be deemed to be Lenders in full on the Revaluation Date determined upon the incurrence of such Term Loans or Term Loan Commitments, as the case may be, pursuant to date specified in clause (a) of the definition of Revaluation the term “Commitment Termination Date, or (iii) the sum of (A) ” the aggregate outstanding principal amount of the Revolving Credit Loans, the Term Loans, the Swing Loans and the Letter of Credit Liabilities, and (B) the aggregate amount of all other Unsecured Indebtedness of REIT and its Subsidiaries causes a violation of the covenants set forth in §§9.3 or 9.4, then the Borrower shall, within five (5) Business Days of Swing Line Loans outstanding on such occurrence pay the amount of such excess to the Agent for the respective accounts of the Revolving Credit Lenders (in the case of clause (i)) or all of the Lenders (in the case of clauses (ii) and (iii)), as applicable, for application to the Revolving Credit Loans and Term Loans as provided in §3.4, together with any additional amounts payable pursuant to §4.7, and deposit in the Collateral Account and pledge to Agent cash in any additional amount necessary to secure the Outstanding Letter of Credit Liabilities, except that the amount of any Swing Loans shall be paid solely to the Swing Loan Lender. Without limiting the foregoing, if at any time (W) the Dollar Equivalent of the outstanding principal amount of all Alternative Currency Loans shall exceed the Non-U.S. Dollar Sublimit, (X) the Dollar Equivalent of the outstanding principal amount of all Revolving Credit Loans denominated in Swiss Francs shall exceed the Swiss Francs Sublimit, (Y) the Dollar Equivalent of the outstanding principal amount of all Revolving Credit Loans denominated in Norwegian Krone shall exceed the Norwegian Krone Sublimit, or (Z) the Dollar Equivalent of the outstanding principal amount of all Revolving Credit Loans denominated in Swedish Krona shall exceed the Swedish Krona Sublimit, then, in each case, the Borrower shall, within five (5) Business Days of such occurrence pay the amount of such excess to the Agent for the respective accounts of the Revolving Credit Lenders for application to the Revolving Credit Loans denominated in the applicable Alternative Currencies, together with any additional amounts payable pursuant to §4.7date. (biv) For purposes Following the occurrence and during the continuance of determining compliance with §3.2(a) an Event of Default, any proceeds of Keyman Life Insurance (whether such proceeds arise by reason of death benefit, at maturity, surrendering the policy and receiving the covenants set forth in §9surrender value thereof (unless upon such receipt of such surrender value, Keyman Life Insurance is purchased which has a death benefit that is not less than the Outstanding amount death benefit of the Revolving Credit Loans and the Letters of Credit Liabilities Keyman Life Insurance which are denominated in Alternative Currencies was surrendered) or otherwise) shall be re-determined on immediately used to prepay the Revaluation Date occurring on the last calendar day of each calendar month prior Obligations in an amount equal to the Revolving Credit Maturity Date based on the Dollar Equivalent of the aggregate outstanding principal amount of such Revolving Credit Loans and Letter of Credit Liabilities (determined as of such day prior to 11:00 a.m. Clevelandproceeds, Ohio time). If, as a result of such re-determination, a prepayment of such Revolving Credit Loans which shall be required under §3.2(a), the Agent shall promptly notify the Lenders and the Borrower thereof and Borrower shall within five (5) Business Days of receiving such notice from Agent make a prepayment of such Revolving Credit Loans to the extent required under §3.2(a)applied in accordance with Section 1.11.

Mandatory Prepayments. (a) If at In the event the Borrower receives cash consideration from the issuance or sale of any time (i) the sum Disqualified Equity Interests or any of the aggregate outstanding principal amount Borrower’s Subsidiaries receives cash consideration from the issuance or sale of any of their respective Equity Interests (in each case, other than the Revolving Credit Loans, the Swing Loans and the Letter issuance of Credit Liabilities exceeds the Total Revolving Credit Commitment, (ii) the sum Equity Interests that do not constitute Disqualified Equity Interests in exchange for cancellation of the aggregate outstanding principal amount of the Revolving Credit Loans, the Term Loans, the Swing Loans and the Letter of Credit Liabilities exceeds the Total Commitment; provided that, for purposes of this §3.2(a)(iiIndebtedness), or the Revaluation Date for purposes Borrower or any of determining its Subsidiaries receives cash consideration from the Dollar Equivalent incurrence by any of them of any amount of Term LoansIndebtedness for borrowed money (other than Indebtedness under this Agreement, or of Permitted Indebtedness (other than as noted in the portion of the Total Commitment consisting of Term Loan Commitments, shall be deemed to be the Revaluation Date determined upon the incurrence of such Term Loans or Term Loan Commitments, as the case may be, pursuant to clause (a) of the definition of Revaluation Date, or (iii) the sum of (A) the aggregate outstanding principal amount of the Revolving Credit Loans, the Term Loans, the Swing Loans and the Letter of Credit Liabilitiesproviso in this paragraph), and (B) the aggregate amount of all other Unsecured Indebtedness of REIT and its Subsidiaries causes a violation of the covenants set forth in §§9.3 or 9.4, then the Borrower shall, within five (5) Business Days of such occurrence pay the amount of such excess to the Agent for the respective accounts of the Revolving Credit Lenders (in the case of clause (iPermitted Intercompany Advances)) or all of the Lenders (in the case of clauses (ii) and (iii)), as applicable, for application to the Revolving Credit Loans and Term Loans as provided in §3.4, together with any additional amounts payable pursuant to §4.7, and deposit in the Collateral Account and pledge to Agent cash in any additional amount necessary to secure the Outstanding Letter of Credit Liabilities, except that the amount of any Swing Loans shall be paid solely to the Swing Loan Lender. Without limiting the foregoing, if at any time (W) the Dollar Equivalent of the outstanding principal amount of all Alternative Currency Loans shall exceed the Non-U.S. Dollar Sublimit, (X) the Dollar Equivalent of the outstanding principal amount of all Revolving Credit Loans denominated in Swiss Francs shall exceed the Swiss Francs Sublimit, (Y) the Dollar Equivalent of the outstanding principal amount of all Revolving Credit Loans denominated in Norwegian Krone shall exceed the Norwegian Krone Sublimit, or (Z) the Dollar Equivalent of the outstanding principal amount of all Revolving Credit Loans denominated in Swedish Krona shall exceed the Swedish Krona Sublimit, then, in each case, within three Business Days after receipt of such consideration by any such Person, the Borrower shallshall make a mandatory prepayment of the Loan in an aggregate amount equal to 100% of such consideration received by such Person (net of reasonable related expenses); provided, however, notwithstanding anything to the contrary contained in this Section 2.05(a) but subject to Section 2.05(e), Section 2.05(f) and Section 2.06), (1) if the Borrower issues any Additional Unsecured Subordinated Indebtedness, the Borrower shall within five (5) three Business Days after receipt of any cash consideration for such issuance make a mandatory prepayment of the Loans in an aggregate amount to (i) 75% of such occurrence pay consideration received by the amount Borrower (net of reasonable related expenses), (ii) 50% of such excess consideration received by the Borrower (net of reasonable related expenses) if after giving pro forma effect to the Agent for the respective accounts incurrence of the Revolving Credit Lenders for application to the Revolving Credit Loans denominated in the applicable Alternative Currencies, together with any additional amounts payable pursuant to §4.7. (b) For purposes of determining compliance with §3.2(a) and the covenants set forth in §9Additional Unsecured Subordinated Indebtedness, the Outstanding amount of the Revolving Credit Loans and the Letters of Credit Liabilities which are denominated in Alternative Currencies shall be re-determined on the Revaluation Date occurring on the last calendar day of each calendar month prior to the Revolving Credit Maturity Date based on the Dollar Equivalent ratio of the aggregate outstanding principal amount of such Revolving Credit Loans and Letter funded Indebtedness of Credit Liabilities (determined as of such day prior to 11:00 a.m. Cleveland, Ohio time). If, as a result of such re-determination, a prepayment of such Revolving Credit Loans shall be required under §3.2(a), the Agent shall promptly notify the Lenders and the Borrower thereof and Borrower shall within five its Subsidiaries (5) Business Days of receiving such notice from Agent make a prepayment of such Revolving Credit Loans to including the extent required under §3.2(a).Loans, any 1.875% Notes, 2.750% Notes,

Mandatory Prepayments. (ai) If at any time (i) the sum of the aggregate outstanding principal amount balance of the Revolving Credit Loans, the Swing Loans and the Letter of Credit Liabilities Loan exceeds the Total Revolving Credit Commitment, (ii) the sum of the aggregate outstanding principal amount of the Revolving Credit Loans, the Term Loans, the Swing Loans and the Letter of Credit Liabilities exceeds the Total Commitment; provided that, for purposes of this §3.2(a)(ii), the Revaluation Date for purposes of determining the Dollar Equivalent of any amount of Term Loans, or of the portion of the Total Commitment consisting of Term Loan Commitments, shall be deemed to be the Revaluation Date determined upon the incurrence of such Term Loans or Term Loan Commitments, as the case may be, pursuant to clause (a) of the definition of Revaluation Date, or (iii) the sum lesser of (A) the aggregate outstanding principal amount of the Revolving Credit Loans, the Term Loans, the Swing Loans and the Letter of Credit Liabilities, Maximum Amount and (B) the Borrowing Base, in each case less the outstanding Swing Line Loan and Term Loan at such time, then Borrower shall immediately repay the aggregate amount of all other Unsecured Indebtedness of REIT and its Subsidiaries causes a violation outstanding Revolving Credit Advances to the extent required to eliminate such excess. If any such excess remains after repayment in full of the covenants aggregate outstanding Revolving Credit Advances, Borrower shall provide cash collateral for the Letter of Credit Obligations in the manner set forth in §§9.3 or 9.4, then the Borrower shall, within five (5) Business Days of such occurrence pay the amount of such excess Annex B to the Agent for extent required to eliminate such excess. Notwithstanding the respective accounts of the Revolving Credit Lenders (foregoing, any Overadvance made pursuant to Section 1.1(a)(iii) shall be repaid in the case of clause (iaccordance with Section 1.1(a)(iii)) or all of the Lenders (in the case of clauses . (ii) and (iii)), as applicable, for application to the Revolving Credit Loans and Term Loans Except as provided in §3.4below, together with immediately upon receipt by any additional amounts payable pursuant to §4.7, and deposit in the Collateral Account and pledge to Agent cash in any additional amount necessary to secure the Outstanding Letter of Credit Liabilities, except that the amount Party of any Swing Loans shall be paid solely to the Swing Loan Lender. Without limiting the foregoing, if at cash proceeds of any time disposition of any of its assets (Wother than a pledge of (A) the Dollar Equivalent any Stock of the outstanding principal amount of all Alternative Currency Loans shall exceed the Non-U.S. Dollar Sublimit, (X) the Dollar Equivalent of the outstanding principal amount of all Revolving Credit Loans denominated in Swiss Francs shall exceed the Swiss Francs Sublimit, (Y) the Dollar Equivalent of the outstanding principal amount of all Revolving Credit Loans denominated in Norwegian Krone shall exceed the Norwegian Krone Sublimit, any Excluded Subsidiary or (ZB) any Excluded Investment) or any sale of Stock of any Subsidiary of any Credit Party, Borrower shall cause the Dollar Equivalent Loans to be prepaid in an amount equal to all such proceeds, net of the outstanding principal amount of all Revolving Credit Loans denominated (I) commissions and other reasonable and customary transaction costs, fees and expenses properly attributable to such transaction and payable by Borrower in Swedish Krona shall exceed the Swedish Krona Sublimit, then, connection therewith (in each case, the Borrower shallpaid to non-Affiliates), within five (5II) Business Days transfer taxes, (III) amounts payable to holders of senior Liens on such occurrence pay the amount of such excess asset (to the Agent 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 respective accounts generality of the Revolving Credit Lenders for application foregoing, Borrower shall not be required to prepay the Revolving Credit Loans denominated from the proceeds of (x) asset dispositions permitted by Section 6.8(a), (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 in an amount not to exceed (1) $250,000 in any single transaction or series of related transactions or (2) $1,000,000 in the applicable Alternative Currencies, together with any additional amounts payable pursuant to §4.7aggregate for all such transactions. (biii) For purposes If Borrower issues Stock, no later than the Business Day following the date of determining compliance with §3.2(a) and the covenants set forth in §9, the Outstanding amount receipt of the Revolving Credit cash proceeds thereof, Borrower shall prepay the Loans (and the Letters of Credit Liabilities which are denominated in Alternative Currencies shall be re-determined on the Revaluation Date occurring on the last calendar day of each calendar month prior to the Revolving Credit Maturity Date based on the Dollar Equivalent of the aggregate outstanding principal amount of such Revolving Credit Loans and cash collateralize Letter of Credit Liabilities (determined as Obligations) in an amount equal to all such cash proceeds, net of underwriting discounts and commissions and other reasonable costs paid to non-Affiliates in connection therewith. Any such day prior to 11:00 a.m. Cleveland, Ohio time). If, as a result of such re-determination, a prepayment of such Revolving Credit Loans shall be required under §3.2(a), the Agent shall promptly notify the Lenders and the Borrower thereof and Borrower shall within five (5) Business Days of receiving such notice from Agent make a prepayment of such Revolving Credit Loans to the extent required under §3.2(aapplied in accordance with Section 1.3(c).

Mandatory Prepayments. (a) If at any time From and after the Spin Out: (i) Within five Business Days after financial statements are required to be delivered pursuant to Section 5.01(a), the sum of the Borrowers shall prepay an aggregate outstanding principal amount of Loans equal to the Revolving Credit Loans, the Swing Loans and the Letter of Credit Liabilities exceeds the Total Revolving Credit Commitment, excess (iiif any) the sum of the aggregate outstanding principal amount of the Revolving Credit Loans, the Term Loans, the Swing Loans and the Letter of Credit Liabilities exceeds the Total Commitment; provided that, for purposes of this §3.2(a)(ii), the Revaluation Date for purposes of determining the Dollar Equivalent of any amount of Term Loans, or of the portion of the Total Commitment consisting of Term Loan Commitments, shall be deemed to be the Revaluation Date determined upon the incurrence of such Term Loans or Term Loan Commitments, as the case may be, pursuant to clause (a) of the definition of Revaluation Date, or (iii) the sum of (A) 100% of Excess Cash Flow for the fiscal year covered by such financial statements over (B) $10,000,000 (such prepayments to be applied as set forth in clause (vi) below). (ii) If any Loan Party or any of its Subsidiaries Disposes of any property (other than any Disposition of any property permitted by Section 6.04) which results in the realization by such Person of net cash proceeds, the Borrowers shall prepay an aggregate outstanding principal amount of the Revolving Credit Loans, the Term Loans, the Swing Loans and the Letter equal to 100% of Credit Liabilities, and such net cash proceeds immediately upon receipt thereof by such Person (B) the aggregate amount of all other Unsecured Indebtedness of REIT and its Subsidiaries causes a violation of the covenants such prepayments to be applied as set forth in §§9.3 or 9.4, then the Borrower shall, within five (5) Business Days of such occurrence pay the amount of such excess to the Agent for the respective accounts of the Revolving Credit Lenders (in the case of clause (ivi) below)) or all of the Lenders (in the case of clauses (ii) and ; (iii)) Upon the sale or issuance by any Loan Party or any of its Subsidiaries of any of its Equity Interests (other than a Qualified Financing, any Excluded Issuances and any non-cash sales or issuances of Equity Interests from one Loan Party to another Loan Party), as applicable, for application to the Revolving Credit Loans and Term Loans as provided in §3.4, together with any additional amounts payable pursuant to §4.7, and deposit in the Collateral Account and pledge to Agent cash in any additional amount necessary to secure the Outstanding Letter of Credit Liabilities, except that the amount of any Swing Loans Borrowers shall be paid solely to the Swing Loan Lender. Without limiting the foregoing, if at any time (W) the Dollar Equivalent of the outstanding prepay an aggregate principal amount of Loans equal to 100% of all Alternative Currency Loans net cash proceeds received therefrom immediately upon receipt thereof by such Loan Party or such Subsidiary (such prepayments to be applied as set forth in clause (vi) below). (iv) Upon the incurrence or issuance by any Loan Party or any of its Subsidiaries of any Indebtedness (other than Indebtedness expressly permitted to be incurred or issued pursuant to Section 6.01), the Borrowers shall exceed the Non-U.S. Dollar Sublimit, (X) the Dollar Equivalent of the outstanding prepay an aggregate principal amount of Loans equal to 100% of all Revolving Credit Loans denominated net cash proceeds received therefrom immediately upon receipt thereof by such Loan Party or such Subsidiary (such prepayments to be applied as set forth in Swiss Francs shall exceed clause (vi) below). (v) Upon any Extraordinary Receipt received by or paid to or for the Swiss Francs Sublimitaccount of any Loan Party or any of its Subsidiaries, and not otherwise included in clause (ii), (Yiii) or (iv) of this Section 2.06(b), the Dollar Equivalent of the outstanding Borrowers shall prepay an aggregate principal amount of Loans equal to 100% of all Revolving Credit Loans denominated net cash proceeds received therefrom immediately upon receipt thereof by such Loan Party or such Subsidiary (such prepayments to be applied as set forth in Norwegian Krone shall exceed clause (vi) below); provided, that with respect to any proceeds of insurance or condemnation awards (or payments in lieu thereof), at the Norwegian Krone Sublimit, or (Z) the Dollar Equivalent election of the outstanding principal amount Borrowers (as notified by the Parent Borrower to the Lender on or prior to the date of all Revolving Credit Loans denominated in Swedish Krona receipt of such insurance proceeds or condemnation awards), and so long as no Default shall exceed the Swedish Krona Sublimit, then, in each casehave occurred and be continuing, the Borrower shall, Borrowers or such Subsidiary may apply within five (5) Business Days 30 days after the receipt of such occurrence pay cash proceeds to replace or repair the amount equipment, fixed assets or real property in respect of which such excess cash proceeds were received; and provided, further, that any cash proceeds not so applied shall be immediately applied to the Agent for the respective accounts prepayment of the Revolving Credit Lenders for application to the Revolving Credit Loans denominated as set forth in the applicable Alternative Currencies, together with any additional amounts payable pursuant to §4.7this Section 2.06(b)(v). (bvi) For purposes Each prepayment of determining compliance with §3.2(aLoans pursuant to the foregoing provisions of this Section 2.06(b) and the covenants set forth in §9, the Outstanding amount of the Revolving Credit Loans and the Letters of Credit Liabilities which are denominated in Alternative Currencies shall be re-determined on the Revaluation Date occurring on the last calendar day of each calendar month prior applied ratably to the Revolving Credit Maturity Date based on the Dollar Equivalent of the aggregate outstanding principal amount of such Revolving Credit Loans and Letter of Credit Liabilities (determined as of such day prior to 11:00 a.m. Cleveland, Ohio time). If, as a result of such re-determination, a prepayment of such Revolving Credit Loans shall be required under §3.2(a), the Agent shall promptly notify the Lenders and the Borrower thereof and Borrower shall within five (5) Business Days of receiving such notice from Agent make a prepayment of such Revolving Credit Loans to the extent required under §3.2(a)Loans.

Mandatory Prepayments. (a) If at Concurrently with the receipt by any time Credit Party of any proceeds from any Disposition pursuant to Section 9.04(k), the Borrower shall (i) the sum (x) subject to compliance with Section 8.17 of the aggregate outstanding principal First Lien Credit Agreement, be permitted to retain such Net Proceeds until the Credit Parties have a maximum amount of the Revolving Credit Loans, the Swing Loans Liquidity equal to $9,500,000 and the Letter of Credit Liabilities exceeds the Total Revolving Credit Commitment, (ii) thereafter, apply any remaining Net Proceeds to prepay the sum of the aggregate outstanding principal Loans in an amount of the Revolving Credit Loans, the Term Loans, the Swing Loans and the Letter of Credit Liabilities exceeds the Total Commitment; provided that, for purposes of this §3.2(a)(ii), the Revaluation Date for purposes of determining the Dollar Equivalent of any amount of Term Loans, or of the portion of the Total Commitment consisting of Term Loan Commitments, shall be deemed equal to be the Revaluation Date determined upon the incurrence of such Term Loans or Term Loan Commitments, as the case may be, pursuant to clause one hundred percent (a100%) of the definition of Revaluation DateNet Proceeds from such Disposition, or (iii) the sum of (A) the aggregate outstanding principal amount of the Revolving Credit Loans, the Term Loans, the Swing Loans and the Letter of Credit Liabilities, and (B) the aggregate amount of all other Unsecured Indebtedness of REIT and its Subsidiaries causes a violation of the covenants to be applied as set forth in §§9.3 or 9.4, then the Borrower shall, within five (5Section 5.02(f). Nothing in this Section 5.02(a) Business Days of such occurrence pay the amount of such excess to the Agent for the respective accounts of the Revolving Credit Lenders (in the case of clause (i)) or all of the Lenders (in the case of clauses (ii) and (iii)), as applicable, for application to the Revolving Credit Loans and Term Loans as provided in §3.4, together with any additional amounts payable pursuant to §4.7, and deposit in the Collateral Account and pledge to Agent cash in any additional amount necessary to secure the Outstanding Letter of Credit Liabilities, except that the amount of any Swing Loans shall be paid solely construed to permit or waive any Default or Event of Default arising from any Disposition not permitted under the Swing Loan Lender. Without limiting the foregoing, if at any time (W) the Dollar Equivalent terms of the outstanding principal amount of all Alternative Currency Loans shall exceed the Non-U.S. Dollar Sublimit, (X) the Dollar Equivalent of the outstanding principal amount of all Revolving Credit Loans denominated in Swiss Francs shall exceed the Swiss Francs Sublimit, (Y) the Dollar Equivalent of the outstanding principal amount of all Revolving Credit Loans denominated in Norwegian Krone shall exceed the Norwegian Krone Sublimit, or (Z) the Dollar Equivalent of the outstanding principal amount of all Revolving Credit Loans denominated in Swedish Krona shall exceed the Swedish Krona Sublimit, then, in each case, the Borrower shall, within five (5) Business Days of such occurrence pay the amount of such excess to the Agent for the respective accounts of the Revolving Credit Lenders for application to the Revolving Credit Loans denominated in the applicable Alternative Currencies, together with any additional amounts payable pursuant to §4.7this Agreement. (b) For purposes Concurrently with the receipt by any Credit Party of determining compliance with §3.2(aany Net Proceeds from any Casualty Event, the Borrower shall prepay the Loans in an amount equal to one hundred percent (100%) and the covenants of such Net Proceeds, to be applied as set forth in §9, Section 5.02(f). (c) Concurrently with the Outstanding amount incurrence of the Revolving any Indebtedness by any Credit Loans and the Letters of Credit Liabilities which are denominated in Alternative Currencies shall be re-determined on the Revaluation Date occurring on the last calendar day of each calendar month prior to the Revolving Credit Maturity Date based on the Dollar Equivalent of the aggregate outstanding principal amount of such Revolving Credit Loans and Letter of Credit Liabilities Party (determined as of such day prior to 11:00 a.m. Cleveland, Ohio time). If, as a result of such re-determination, a prepayment of such Revolving Credit Loans shall be required other than Indebtedness permitted under §3.2(aSection 9.01), the Agent Borrower shall promptly notify prepay the Lenders Loans in an amount equal to one hundred percent (100%) of such Net Proceeds, to be applied as set forth in Section 5.02(f). Nothing in this Section 5.02(c) shall be construed to permit or waive any Default or Event of Default arising from any incurrence of Indebtedness not permitted under the terms of this Agreement. (d) Substantially concurrently with any Change of Control, the Borrower shall prepay the Loans in full, to be applied as set forth in Section 5.02(f). (e) Immediately upon any acceleration of the Maturity Date of any Loans pursuant to Section 10.02, the Borrower shall repay all the Loans and other Obligations, unless only a portion of all the Loans and other Obligations is so accelerated (in which case the portion so accelerated shall be so repaid). (f) Subject to Section 5.02(i), amounts to be applied in connection with prepayments and Commitment reductions made pursuant to this Section 5.02, other than under subsection (l) of this Section, shall be applied, first, to the prepayment of the Term Loans, together with any accrued and unpaid interest thereon, until such Term Loans are repaid in full and, second, to the prepayment of any other outstanding Obligations. Each prepayment of the Loans under this Section 5.02, other than under subsection (l) of this Section, shall be accompanied by accrued interest to the date of such prepayment on the principal amount prepaid and the Borrower thereof and Borrower Prepayment Premium or Make-Whole Premium, as applicable; notwithstanding the foregoing, from the Amendment No. 4 Closing Date until on or before December 13, 2020, each prepayment of the Loans made pursuant to Section 5.02(a) shall within five (5) Business Days of receiving such notice from Agent make not be subject to the Make-Whole Premium, but shall instead be subject a prepayment fee of such Revolving Credit 2.00% on the principal amount prepaid. (g) Subject to clause (j), each prepayment in respect of any Term Loans pursuant to the extent required under §3.2(a)this Section 5.02 shall be applied ratably to Term Loans.

Mandatory Prepayments. (ai) Except as provided in Section 2.8, if at any time the Total Outstandings exceed the lesser of (i) the Borrowing Base and (ii) the Aggregate Commitment, the Borrowers shall repay promptly (and in any event within two (2) Business Days or such longer period as the Administrative Agent may agree) upon the earlier of (A) any Responsible Officer of the Administrative Borrower obtaining knowledge thereof and (B) demand from the Administrative Agent, by payment to the Administrative Agent for the account of the Lenders, an amount equal to such excess with each such repayment applied first to the principal amount of outstanding Swingline Loans, second to the principal amount of outstanding Revolving Loans and third, with respect to any Letters of Credit then outstanding, to a payment of cash collateral into a cash collateral account opened by the Administrative Agent, for the benefit of the Lenders in an amount requested by the Administrative Agent which, in any case, will not be in excess of an amount equal to one hundred five percent (105%) of the outstanding Letter of Credit Obligations. (ii) If at any time (i) the sum any Loan Party or any of the aggregate outstanding principal amount of the Revolving Credit Loans, the Swing Loans and the Letter of Credit Liabilities exceeds the Total Revolving Credit Commitment, (ii) the sum of the aggregate outstanding principal amount of the Revolving Credit Loans, the Term Loans, the Swing Loans and the Letter of Credit Liabilities exceeds the Total Commitment; provided that, for purposes of this §3.2(a)(ii), the Revaluation Date for purposes of determining the Dollar Equivalent of any amount of Term Loans, or of the portion of the Total Commitment consisting of Term Loan Commitments, its Subsidiaries shall be deemed to be the Revaluation Date determined upon the incurrence of such Term Loans or Term Loan Commitments, as the case may be, pursuant to clause (a) of the definition of Revaluation Date, or (iii) the sum of receive proceeds from (A) the aggregate outstanding principal amount any insurance or condemnation award payable by reason of the Revolving Credit Loanstheft, the Term Loansloss, the Swing Loans and the Letter of Credit Liabilitiesphysical destruction or damage, and taking or similar event with respect to any Collateral or (B) the aggregate sale (or series of sales) or other disposition of Collateral (excluding any sale or disposition permitted pursuant to (x) Section 10.5(k), but only to the extent the proceeds thereof are not required to be prepaid pursuant to such Section 10.5(k), or (y) Section 10.5(l)), the Borrowers shall prepay Loans in an amount equal to one hundred percent (100%) of such proceeds, which proceeds shall promptly upon receipt thereof be deposited into a Blocked Account and payments therefrom shall be applied by the Administrative Agent for the account of the Lenders first to the principal amount of outstanding Swingline Loans and second to the principal amount of outstanding Revolving Loans, without a corresponding reduction of the Aggregate Commitment. With respect to any proceeds described in clauses (A) or (B) of the prior sentence that constitute Collateral other than ABL Priority Collateral, at the option of the Company, and so long as no Event of Default shall have occurred and be continuing, the Company may reinvest or cause to be reinvested all other Unsecured Indebtedness or any portion of REIT such proceeds in assets useful for its business within three hundred and sixty-five (365) days of the receipt of such proceeds (provided if prior to the expiration of such three hundred and sixty-five (365) day period, the Company or any of its Subsidiaries causes enters into a violation legally binding commitment to reinvest such proceeds, such three hundred and sixty-five (365) day reinvestment period shall be extended by one hundred eighty (180) days); provided further that if any such proceeds are not so reinvested within such reinvestment period or are no longer intended to be so reinvested at any time after delivery of a notice of reinvestment election, an amount equal to any such proceeds shall be promptly applied to the prepayment of the covenants Loans as set forth in §§9.3 or 9.4, then the Borrower shall, within five (5) Business Days of such occurrence pay the amount of such excess to the Agent for the respective accounts of the Revolving Credit Lenders (in the case of clause (i)) or all of the Lenders (in the case of clauses (ii) and (iii)), as applicable, for application to the Revolving Credit Loans and Term Loans as provided in §3.4, together with any additional amounts payable pursuant to §4.7, and deposit in the Collateral Account and pledge to Agent cash in any additional amount necessary to secure the Outstanding Letter of Credit Liabilities, except that the amount of any Swing Loans shall be paid solely to the Swing Loan Lender. Without limiting the foregoing, if at any time (W) the Dollar Equivalent of the outstanding principal amount of all Alternative Currency Loans shall exceed the Non-U.S. Dollar Sublimit, (X) the Dollar Equivalent of the outstanding principal amount of all Revolving Credit Loans denominated in Swiss Francs shall exceed the Swiss Francs Sublimit, (Y) the Dollar Equivalent of the outstanding principal amount of all Revolving Credit Loans denominated in Norwegian Krone shall exceed the Norwegian Krone Sublimit, or (Z) the Dollar Equivalent of the outstanding principal amount of all Revolving Credit Loans denominated in Swedish Krona shall exceed the Swedish Krona Sublimit, then, in each case, the Borrower shall, within five (5) Business Days of such occurrence pay the amount of such excess to the Agent for the respective accounts of the Revolving Credit Lenders for application to the Revolving Credit Loans denominated in the applicable Alternative Currencies, together with any additional amounts payable pursuant to §4.7. (b) For purposes of determining compliance with §3.2(a) and the covenants set forth in §9, the Outstanding amount of the Revolving Credit Loans and the Letters of Credit Liabilities which are denominated in Alternative Currencies shall be re-determined on the Revaluation Date occurring on the last calendar day of each calendar month prior to the Revolving Credit Maturity Date based on the Dollar Equivalent of the aggregate outstanding principal amount of such Revolving Credit Loans and Letter of Credit Liabilities (determined as of such day prior to 11:00 a.m. Cleveland, Ohio time). If, as a result of such re-determination, a prepayment of such Revolving Credit Loans shall be required under §3.2(a), the Agent shall promptly notify the Lenders and the Borrower thereof and Borrower shall within five (5) Business Days of receiving such notice from Agent make a prepayment of such Revolving Credit Loans to the extent required under §3.2(athis Section 2.5(c)(ii).

Mandatory Prepayments. (a) If at any time (i) Upon the sum issuance by any Borrower of any of its Stock to any Person other than another Borrower (or the receipt of any capital contribution by any Borrower from any Person other than another Borrower), the Borrowers shall prepay an aggregate outstanding principal amount of the Revolving Credit Loans, the Swing Loans and the Letter equal to 100% of Credit Liabilities exceeds the Total Revolving Credit Commitment, all Net Cash Proceeds received therefrom immediately upon receipt thereof by any Borrower. (ii) Immediately upon the sum receipt by any Borrower of any Net Cash Proceeds from any Asset Sale, the Borrowers shall prepay an aggregate outstanding principal amount of Loans equal to 100% of such Net Cash Proceeds, provided, however, that (A) sales of Subject Assets shall be subject to the Revolving Credit Loansterms in the immediately succeeding clauses (iii) and (iv); (B) with respect to Asset Sales (other than Subject Assets which are addressed in clause (iii) and (iv) below) permitted pursuant to clauses (c), (d), (e), (f), (g), (i), (j), or (k) of Section 6.8 hereof, the Term Loans, the Swing Borrowers shall not be required to make any prepayment of Loans with any Net Cash Proceeds received from such Asset Sales; (C) with respect to Asset Sales permitted by Section 6.8(a) (other than Subject Assets which are addressed in clause (iii) and the Letter of Credit Liabilities exceeds the Total Commitment; provided that, for purposes of this §3.2(a)(ii(iv) below), the Revaluation Date for purposes Borrowers shall not be required to make prepayments of determining Loans with any Net Cash Proceeds received from such Asset Sales unless and until the Dollar Equivalent of any amount of Term Loansgross proceeds from such Asset Sales, or of in the portion of the Total Commitment consisting of Term Loan Commitmentsaggregate, shall be deemed exceed $2,000,000; and (D) with respect to be the Revaluation Date determined upon the incurrence of such Term Loans or Term Loan Commitments, as the case may be, pursuant to Asset Sales permitted by Section 6.8(b) (other than Subject Assets which are addressed in clause (a) of the definition of Revaluation Date, or (iii) and (iv) below), the sum Borrowers shall not be required to make prepayments of Loans with any Net Cash Proceeds received from such Asset Sales unless and until the gross proceeds from such Asset Sales, in the aggregate, exceed $3,000,000. (iii) Upon the sale of any Subject Asset (excluding Subject Assets consisting of (x) spare parts (which are addressed in clause (iv) below) and (y) up to eight (8) A319 aircraft), Borrowers shall prepay an aggregate principal amount of Loans equal to (A) the aggregate outstanding principal amount if such Subject Asset is an A319 or A320 aircraft, 50% of the Revolving Credit Loans, greater of (y) Net Cash Proceeds of such Subject Asset and (z) the Term Loans, the Swing Loans and the Letter Orderly Liquidation Value of Credit Liabilities, such Subject Asset; and (B) if such Subject Asset is an A318 aircraft, 50% of the Net Cash Proceeds of such Subject Asset. (iv) Upon the sale of any spare part or any rotable or expendable that either (x) is outside the ordinary course of business or (y) generates Net Cash Proceeds in an aggregate amount of all other Unsecured Indebtedness of REIT and its Subsidiaries causes a violation of the covenants set forth in §§9.3 or 9.4, then the Borrower shall, within five (5) Business Days of such occurrence pay the amount of such excess to the Agent for the respective accounts of the Revolving Credit Lenders (in the case of clause (i)) or all of the Lenders (in the case of clauses (ii) and (iii)), as applicable, for application to the Revolving Credit Loans and Term Loans as provided in §3.4, together with any additional amounts payable pursuant to §4.7, and deposit in the Collateral Account and pledge to Agent cash in any additional amount necessary to secure the Outstanding Letter month in excess of Credit Liabilities$100,000, except that the amount of any Swing Loans Borrowers shall be paid solely to the Swing Loan Lender. Without limiting the foregoing, if at any time (W) the Dollar Equivalent of the outstanding prepay an aggregate principal amount of all Alternative Currency Loans shall exceed equal to (A) 50% of the Non-U.S. Dollar Sublimit, greater of (Xy) Net Cash Proceeds of such asset and (z) the Dollar Equivalent Orderly Liquidation Value of such asset. (v) Immediately upon the outstanding receipt by any Borrower of any Net Cash Proceeds from any Property Loss Event, the Borrowers shall prepay an aggregate principal amount of all Revolving Credit Loans denominated in Swiss Francs shall exceed the Swiss Francs Sublimit, (Y) the Dollar Equivalent of the outstanding principal amount of all Revolving Credit Loans denominated in Norwegian Krone shall exceed the Norwegian Krone Sublimit, or (Z) the Dollar Equivalent of the outstanding principal amount of all Revolving Credit Loans denominated in Swedish Krona shall exceed the Swedish Krona Sublimit, then, in each case, the Borrower shall, within five (5) Business Days equal to 100% of such occurrence pay the amount of such excess to the Agent for the respective accounts of the Revolving Credit Lenders for application to the Revolving Credit Loans denominated in the applicable Alternative Currencies, together with any additional amounts payable pursuant to §4.7Net Cash Proceeds. (b) For purposes of determining compliance with §3.2(a) and the covenants set forth in §9, the Outstanding amount of the Revolving Credit Loans and the Letters of Credit Liabilities which are denominated in Alternative Currencies shall be re-determined on the Revaluation Date occurring on the last calendar day of each calendar month prior to the Revolving Credit Maturity Date based on the Dollar Equivalent of the aggregate outstanding principal amount of such Revolving Credit Loans and Letter of Credit Liabilities (determined as of such day prior to 11:00 a.m. Cleveland, Ohio time). If, as a result of such re-determination, a prepayment of such Revolving Credit Loans shall be required under §3.2(a), the Agent shall promptly notify the Lenders and the Borrower thereof and Borrower shall within five (5) Business Days of receiving such notice from Agent make a prepayment of such Revolving Credit Loans to the extent required under §3.2(a).

Mandatory Prepayments. (ai) Except as provided in Section 2.8, if at any time the Total Outstandings exceed the lesser of (i) the Borrowing Base and (ii) the Aggregate Commitment, the Borrowers shall repay promptly (and in any event within two (2) Business Days or such longer period as the Administrative Agent may agree) upon the earlier of (A) any Responsible Officer of the Administrative Borrower obtaining knowledge thereof and (B) demand from the Administrative Agent, by payment to the Administrative Agent for the account of the Lenders, an amount equal to such excess with each such repayment applied first to the principal amount of outstanding Swingline Loans, second to the principal amount of outstanding Revolving Loans and third, with respect to any Letters of Credit then outstanding, to a payment of cash collateral into a cash collateral account opened by the Administrative Agent, for the benefit of the Lenders in an amount requested by the Administrative Agent which, in any case, will not be in excess of an amount equal to one hundred five percent (105%) of the outstanding Letter of Credit Obligations. (ii) If at any time (i) the sum any Loan Party or any of the aggregate outstanding principal amount of the Revolving Credit Loans, the Swing Loans and the Letter of Credit Liabilities exceeds the Total Revolving Credit Commitment, (ii) the sum of the aggregate outstanding principal amount of the Revolving Credit Loans, the Term Loans, the Swing Loans and the Letter of Credit Liabilities exceeds the Total Commitment; provided that, for purposes of this §3.2(a)(ii), the Revaluation Date for purposes of determining the Dollar Equivalent of any amount of Term Loans, or of the portion of the Total Commitment consisting of Term Loan Commitments, its Subsidiaries shall be deemed to be the Revaluation Date determined upon the incurrence of such Term Loans or Term Loan Commitments, as the case may be, pursuant to clause (a) of the definition of Revaluation Date, or (iii) the sum of receive proceeds from (A) the aggregate outstanding principal amount any insurance or condemnation award payable by reason of the Revolving Credit Loanstheft, the Term Loansloss, the Swing Loans and the Letter of Credit Liabilitiesphysical destruction or damage, and taking or similar event with respect to any Collateral or (B) the aggregate sale (or series of sales) or other disposition of Collateral, the Borrowers shall prepay Loans in an amount of all other Unsecured Indebtedness of REIT and its Subsidiaries causes a violation of the covenants set forth in §§9.3 or 9.4, then the Borrower shall, within five equal to one hundred percent (5100%) Business Days of such occurrence pay proceeds, which proceeds shall promptly upon receipt thereof be deposited into a Blocked Account and payments therefrom shall be applied by the amount of such excess to the Administrative Agent for the respective accounts of the Revolving Credit Lenders (in the case of clause (i)) or all account of the Lenders (in the case of clauses (ii) and (iii)), as applicable, for application first to the Revolving Credit Loans and Term Loans as provided in §3.4, together with any additional amounts payable pursuant to §4.7, and deposit in the Collateral Account and pledge to Agent cash in any additional amount necessary to secure the Outstanding Letter of Credit Liabilities, except that the amount of any Swing Loans shall be paid solely to the Swing Loan Lender. Without limiting the foregoing, if at any time (W) the Dollar Equivalent of the outstanding principal amount of all Alternative Currency outstanding Swingline Loans shall exceed and second to the Non-U.S. Dollar Sublimit, (X) the Dollar Equivalent of the outstanding principal amount of all outstanding Revolving Credit Loans denominated in Swiss Francs shall exceed the Swiss Francs SublimitLoans, (Y) the Dollar Equivalent without a corresponding reduction of the outstanding principal amount of all Revolving Credit Loans denominated in Norwegian Krone shall exceed the Norwegian Krone Sublimit, or (Z) the Dollar Equivalent of the outstanding principal amount of all Revolving Credit Loans denominated in Swedish Krona shall exceed the Swedish Krona Sublimit, then, in each case, the Borrower shall, within five (5) Business Days of such occurrence pay the amount of such excess to the Agent for the respective accounts of the Revolving Credit Lenders for application to the Revolving Credit Loans denominated in the applicable Alternative Currencies, together with any additional amounts payable pursuant to §4.7Aggregate Commitment. (b) For purposes of determining compliance with §3.2(a) and the covenants set forth in §9, the Outstanding amount of the Revolving Credit Loans and the Letters of Credit Liabilities which are denominated in Alternative Currencies shall be re-determined on the Revaluation Date occurring on the last calendar day of each calendar month prior to the Revolving Credit Maturity Date based on the Dollar Equivalent of the aggregate outstanding principal amount of such Revolving Credit Loans and Letter of Credit Liabilities (determined as of such day prior to 11:00 a.m. Cleveland, Ohio time). If, as a result of such re-determination, a prepayment of such Revolving Credit Loans shall be required under §3.2(a), the Agent shall promptly notify the Lenders and the Borrower thereof and Borrower shall within five (5) Business Days of receiving such notice from Agent make a prepayment of such Revolving Credit Loans to the extent required under §3.2(a).

Mandatory Prepayments. (a) If at any time (i) the sum of Borrower has exercised the aggregate outstanding principal amount of the Revolving Credit Loans, the Swing Loans Term-Out Option and the Letter of Credit Liabilities exceeds the Total Revolving Credit Commitment, (ii) the sum of the aggregate outstanding principal amount of the Revolving Credit Loans, the Term Loans, the Swing Loans and the Letter of Credit Liabilities exceeds the Total Commitment; provided that, for purposes of this §3.2(a)(ii), the Revaluation Facility Termination Date for purposes of determining the Dollar Equivalent of any amount of Term Loans, or of the portion of the Total Commitment consisting of Term Loan Commitments, shall be deemed to be the Revaluation Date determined upon the incurrence of such Term Loans or Term Loan Commitments, as the case may be, pursuant to clause (a) of the definition of Revaluation Date, or (iii) the sum of (A) the aggregate outstanding principal amount of the Revolving Credit Loans, the Term Loans, the Swing Loans and the Letter of Credit Liabilities, and (B) the aggregate amount of all other Unsecured Indebtedness of REIT and its Subsidiaries causes a violation of the covenants set forth in §§9.3 or 9.4has occurred, then the Borrower shall, will: (i) within five (5) ten Business Days of such occurrence pay following the amount of such excess receipt by the Borrower, any Significant Subsidiary (excluding KCPL to the Agent extent that, and for so long as, the respective accounts distribution of the Revolving Credit Lenders applicable Net Cash Proceeds by KCPL to the Borrower would be prohibited by the applicable regulatory authorities having jurisdiction over KCPL), KLT Gas Inc. or KLT Investments Inc. of any Net Cash Proceeds from any Asset Sale, prepay Advances in an amount (in rounded down, if necessary, to an integral multiple of $1,000,000) equal to 100% of all such Net Cash Proceeds received since the case of Facility Termination Date minus all amounts previously applied to prepay Advances pursuant to this clause (i)) or all of the Lenders (in the case of clauses ; and (ii) and (iii)), as applicable, for application to within five Business Days following the Revolving Credit Loans and Term Loans as provided in §3.4, together with any additional amounts payable pursuant to §4.7, and deposit in the Collateral Account and pledge to Agent cash in any additional amount necessary to secure the Outstanding Letter of Credit Liabilities, except that the amount of any Swing Loans shall be paid solely to the Swing Loan Lender. Without limiting the foregoing, if at any time (W) the Dollar Equivalent of the outstanding principal amount of all Alternative Currency Loans shall exceed the Non-U.S. Dollar Sublimit, (X) the Dollar Equivalent of the outstanding principal amount of all Revolving Credit Loans denominated in Swiss Francs shall exceed the Swiss Francs Sublimit, (Y) the Dollar Equivalent of the outstanding principal amount of all Revolving Credit Loans denominated in Norwegian Krone shall exceed the Norwegian Krone Sublimit, or (Z) the Dollar Equivalent of the outstanding principal amount of all Revolving Credit Loans denominated in Swedish Krona shall exceed the Swedish Krona Sublimit, then, in each case, receipt by the Borrower shall, within five or any Significant Subsidiary (5) Business Days of such occurrence pay the amount of such excess to the Agent for the respective accounts of the Revolving Credit Lenders for application to the Revolving Credit Loans denominated in the applicable Alternative Currencies, together with any additional amounts payable pursuant to §4.7. (b) For purposes of determining compliance with §3.2(a) and the covenants set forth in §9, the Outstanding amount of the Revolving Credit Loans and the Letters of Credit Liabilities which are denominated in Alternative Currencies shall be re-determined on the Revaluation Date occurring on the last calendar day of each calendar month prior to the Revolving Credit Maturity Date based on the Dollar Equivalent of the aggregate outstanding principal amount of such Revolving Credit Loans and Letter of Credit Liabilities (determined as of such day prior to 11:00 a.m. Cleveland, Ohio time). If, as a result of such re-determination, a prepayment of such Revolving Credit Loans shall be required under §3.2(a), the Agent shall promptly notify the Lenders and the Borrower thereof and Borrower shall within five (5) Business Days of receiving such notice from Agent make a prepayment of such Revolving Credit Loans excluding KCPL to the extent required under §3.2(athat, and for so long as, the distribution of the applicable Net Cash Proceeds by KCPL to the Borrower would be prohibited by the applicable regulatory authorities having jurisdiction over KCPL) of the Net Cash Proceeds of any issuance of equity securities or Indebtedness (excluding any Excluded Issuance and any issuance of equity securities by a Significant Subsidiary to the Borrower or another Significant Subsidiary), prepay Advances in an amount (rounded down, if necessary, to an integral multiple of $1,000,000) equal to 100% of all such Net Cash Proceeds received since the Facility Termination Date minus all amounts previously applied to prepay Advances pursuant to this clause (ii).

Mandatory Prepayments. (ai) If at any time (i) the sum of the aggregate outstanding principal amount balance of the Revolving Credit Loans, the Swing Loans and the Letter of Credit Liabilities Loan exceeds the Total Revolving Credit Commitment, (ii) the sum of the aggregate outstanding principal amount of the Revolving Credit Loans, the Term Loans, the Swing Loans and the Letter of Credit Liabilities exceeds the Total Commitment; provided that, for purposes of this §3.2(a)(ii), the Revaluation Date for purposes of determining the Dollar Equivalent of any amount of Term Loans, or of the portion of the Total Commitment consisting of Term Loan Commitments, shall be deemed to be the Revaluation Date determined upon the incurrence of such Term Loans or Term Loan Commitments, as the case may be, pursuant to clause (a) of the definition of Revaluation Date, or (iii) the sum lesser of (A) the aggregate outstanding principal amount of the Revolving Credit Loans, the Term Loans, the Swing Loans and the Letter of Credit Liabilities, Maximum Amount and (B) the aggregate amount of all other Unsecured Indebtedness of REIT and its Subsidiaries causes a violation of the covenants set forth in §§9.3 or 9.4, then the Borrower shall, within five (5) Business Days of such occurrence pay the amount of such excess to the Agent for the respective accounts of the Revolving Credit Lenders (in the case of clause (i)) or all of the Lenders (in the case of clauses (ii) and (iii)), as applicable, for application to the Revolving Credit Loans and Term Loans as provided in §3.4, together with any additional amounts payable pursuant to §4.7, and deposit in the Collateral Account and pledge to Agent cash in any additional amount necessary to secure the Outstanding Letter of Credit Liabilities, except that the amount of any Swing Loans shall be paid solely to the Swing Loan Lender. Without limiting the foregoing, if at any time (W) the Dollar Equivalent of the outstanding principal amount of all Alternative Currency Loans shall exceed the Non-U.S. Dollar Sublimit, (X) the Dollar Equivalent of the outstanding principal amount of all Revolving Credit Loans denominated in Swiss Francs shall exceed the Swiss Francs Sublimit, (Y) the Dollar Equivalent of the outstanding principal amount of all Revolving Credit Loans denominated in Norwegian Krone shall exceed the Norwegian Krone Sublimit, or (Z) the Dollar Equivalent of the outstanding principal amount of all Revolving Credit Loans denominated in Swedish Krona shall exceed the Swedish Krona Sublimit, thenBorrowing Base, in each case, less the outstanding Swing Line Loan at such time, ---- Borrower shall, within five (5) Business Days of shall immediately repay the aggregate outstanding Revolving Credit Advances to the extent required to eliminate such occurrence pay the amount of excess. If any such excess to the Agent for the respective accounts of the Revolving Credit Lenders for application to the Revolving Credit Loans denominated remains after repayment in the applicable Alternative Currencies, together with any additional amounts payable pursuant to §4.7. (b) For purposes of determining compliance with §3.2(a) and the covenants set forth in §9, the Outstanding amount of the Revolving Credit Loans and the Letters of Credit Liabilities which are denominated in Alternative Currencies shall be re-determined on the Revaluation Date occurring on the last calendar day of each calendar month prior to the Revolving Credit Maturity Date based on the Dollar Equivalent full of the aggregate outstanding principal amount of such Revolving Credit Loans and Advances, Borrower shall provide cash collateral for the Letter of Credit Liabilities Obligations in the manner set forth in Annex B to the ------- extent required to eliminate such excess. (determined as ii) Immediately upon receipt by any Credit Party of proceeds of any asset disposition, which, together with other asset dispositions in any Fiscal Year results in proceeds in excess of $400,000 in the aggregate during such day prior to 11:00 a.m. ClevelandFiscal Year, Ohio time). If, as a result (excluding proceeds of such re-determination, a prepayment of such Revolving Credit Loans shall be required under §3.2(aasset dispositions permitted by Sections 6.8(a), the Agent shall promptly notify the Lenders 6.8(c) and the Borrower thereof and 6.8(d)), but including proceeds of ---------------------------------- or any sale of Stock of any Subsidiary of any Credit Party), Borrower shall within five prepay the Obligations in an amount equal to such proceeds, net of (5A) Business Days commissions and other reasonable and customary transaction costs, fees and expenses properly attributable to such transaction and payable by Borrower in connection therewith (in each case, paid to non-Affiliates), (B) transfer taxes payable by such Credit Party in connection therewith, (C) amounts payable to holders of receiving such notice from Agent make a prepayment of such Revolving Credit Loans senior Liens (to the extent such Liens constitute Permitted Encumbrances hereunder), if any, and (D) an appropriate reserve for income taxes in accordance with GAAP in connection therewith. Notwithstanding the foregoing, the proceeds of asset dispositions which are reinvested in Capital Expenditures within 180 days after the date of receipt thereof need not be used to prepay the Obligations. Borrower shall report to Agent in writing its' intention to reinvest such proceeds concurrently with each asset disposition and shall also report the dates and amounts of such reinvestments concurrently therewith. All prepayments made hereunder shall be applied in accordance with Section 1.3(c). -------------- (iii) If Holdings or Borrower or any other Credit Party issues Stock (other than issuances of Stock (i) to employees of Holdings and its Subsidiaries and (ii) to stockholders of Holdings as of the Closing Date, the proceeds of which are used to fund all or part of the purchase price of a Permitted Acquisition), 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. Any such prepayment shall be applied in accordance with Section 1.3(c). -------------- (iv) So long as the Term Loan is outstanding, Borrower shall prepay the Obligations on the date that is 10 days after the earlier of (A) the date on which Borrower's annual audited Financial Statements for the immediately preceding Fiscal Year are delivered pursuant to Annex E, commencing with the Fiscal Year ending on or about March 31, ------- 2003, or (B) the date on which such annual audited Financial Statements were required under §3.2(a).to be delivered pursuant to Annex E, in an amount equal ------- to twenty-five percent (25%) of Excess Cash Flow for the immediately preceding Fiscal Year. Any prepayments from Excess Cash Flow paid pursuant to this clause (iv) shall be applied in accordance with -----------

Mandatory Prepayments. (a) If at any time (i) the sum of the aggregate outstanding principal amount of the Outstanding Revolving Credit Loans, the Outstanding Swing Loans, Outstanding Bid Loans and the aggregate Letter of Credit Liabilities exceeds the Total Revolving Credit Commitment, (ii) the sum of the aggregate outstanding principal amount of the Revolving Credit Loans, the Term Loans, the Swing Loans and the Letter of Credit Liabilities exceeds the Total Commitment; provided that, for purposes of this §3.2(a)(ii), the Revaluation Date for purposes of determining the Dollar Equivalent of any amount of Term Loans, or of the portion of the Total Commitment consisting of Term Loan Commitments, shall be deemed to be the Revaluation Date determined upon the incurrence of such Term Loans or Term Loan Commitments, as the case may be, pursuant to clause (a) of the definition of Revaluation Date, or (iii) the sum of (A) the aggregate outstanding principal amount of the Revolving Credit Loans, the Term Loans, the Swing Loans and the Letter of Credit Liabilities, and (B) the aggregate amount of all other Unsecured Indebtedness of REIT and its Subsidiaries causes a violation of the covenants set forth in §§9.3 or 9.4, then the Borrower shall, within five (5) Business Days of such occurrence pay the amount of such excess to the Agent for the respective accounts of the Revolving Credit Lenders (in the case of clause (i)) or all of the Lenders (in the case of clauses (ii) and (iii))Lenders, as applicable, for application to the Revolving Credit Loans and Term Loans as provided in §3.4, together with any additional amounts payable pursuant to §4.7, and deposit in the Collateral Account and pledge to Agent cash in any additional amount necessary to secure the Outstanding Letter of Credit Liabilities4.8, except that the amount of any Swing Loans shall be paid solely to the Swing Loan Lender and the amount of any Bid Loan shall be paid solely to the applicable Bid Loan Lender. Without limiting the foregoing, if . (b) If at any time the sum of the aggregate Outstanding Revolving Credit Loans, Outstanding Swing Loans, Outstanding Bid Loans, Outstanding Term Loans and the aggregate Letter of Credit Liabilities exceeds (Wi) the Dollar Equivalent of the outstanding principal amount of all Alternative Currency Loans shall exceed the Non-U.S. Dollar Sublimit, (X) the Dollar Equivalent of the outstanding principal amount of all Revolving Credit Loans denominated in Swiss Francs shall exceed the Swiss Francs Sublimit, (Y) the Dollar Equivalent of the outstanding principal amount of all Revolving Credit Loans denominated in Norwegian Krone shall exceed the Norwegian Krone SublimitTotal Commitment, or (Zii) the Dollar Equivalent of the outstanding principal amount of all Revolving Credit Loans denominated in Swedish Krona shall exceed the Swedish Krona SublimitUnencumbered Asset Pool Availability, then, in each case, then the Borrower shall, within five (5) Business Days of such occurrence pay the amount of such excess to the Agent for the respective accounts of the Revolving Credit Lenders Lenders, as applicable, for application applications to the Revolving Credit Loans denominated as provided in the applicable Alternative Currencies§3.4, together with any additional amounts payable pursuant to §4.74.8, except that the amount of any Swing Loans shall be paid solely to the Swing Loan Lender and the amount of any Bid Loan shall be paid solely to the applicable Bid Loan Lender. (bc) If at any time the sum of the aggregate outstanding principal amount of the Bid Loans exceeds the Bid Loan Sublimit, then Borrower shall, within five (5) Business Days of such occurrence pay the amount of such excess to the Agent for the respective accounts of the Bid Loan Lenders, as applicable, for application to the Bid Loans as provided in §3.4, together with any additional amounts payable pursuant to §4.8. (d) If at any time the sum of the aggregate Outstanding U.S. Dollar Revolving Credit Loans, Outstanding Swing Loans, Outstanding Bid Loans and the aggregate Letter of Credit Liabilities exceeds the Total U.S. Dollar Revolving Credit Commitment, then the Borrower shall, within five (5) Business Days of such occurrence pay the amount of such excess to the Agent for the respective accounts of the U.S. Dollar Revolving Credit Lenders, as applicable, for applications to the U.S. Dollar Revolving Credit Loans as provided in §3.4, together with any additional amounts payable pursuant to §4.8. (e) If at any time the sum of Dollar Equivalent of the aggregate Outstanding Alternative Currency/Dollar Revolving Credit Loans exceeds 105% of the Total Alternative Currency/U.S. Dollar Revolving Credit Commitment, then the Borrower shall, within five (5) Business Days of such occurrence pay an aggregate amount equal to the amount by which the aggregate Outstanding Alternative Currency/Dollar Revolving Credit Loans exceeds the Total Alternative Currency/U.S. Dollar Revolving Credit Commitment to the Agent for the respective accounts of the Alternative Currency/Dollar Revolving Credit Lenders as provided in §3.4, together with any additional amounts payable pursuant to §4.8. (f) For purposes of determining compliance with §3.2(a), §3.2(b), §3.2(e) and the covenants set forth in §9, the Outstanding amount of the Alternative Currency/Dollar Revolving Credit Loans and the Letters of Credit Liabilities which are denominated in Alternative Currencies shall be re-determined on the Revaluation Date occurring on the last calendar day of each calendar month quarter prior to the Revolving Credit Maturity Date based on the Dollar Equivalent of the aggregate outstanding principal amount of such Alternative Currency/Dollar Revolving Credit Loans and Letter of Credit Liabilities (determined as of such day prior to 11:00 a.m. Cleveland, Ohio time). If, as a result of such re-determination, a prepayment of such Revolving Credit Loans shall be required under §3.2(a), the Agent shall promptly notify the Lenders and the Borrower thereof and Borrower shall within five (5) Business Days of receiving such notice from Agent make a prepayment of such Revolving Credit Loans to the extent required under §3.2(a).a.m.

Mandatory Prepayments. (ai) If at any time (i) the sum of the aggregate outstanding principal amount balances of the Revolving Credit Loans, Loan and the Swing Loans and Line Loan exceed the Letter of Credit Liabilities exceeds the Total Revolving Credit Commitment, (ii) the sum of the aggregate outstanding principal amount of the Revolving Credit Loans, the Term Loans, the Swing Loans and the Letter of Credit Liabilities exceeds the Total Commitment; provided that, for purposes of this §3.2(a)(ii), the Revaluation Date for purposes of determining the Dollar Equivalent of any amount of Term Loans, or of the portion of the Total Commitment consisting of Term Loan Commitments, shall be deemed to be the Revaluation Date determined upon the incurrence of such Term Loans or Term Loan Commitments, as the case may be, pursuant to clause (a) of the definition of Revaluation Date, or (iii) the sum lesser of (A) the aggregate outstanding principal amount of the Revolving Credit Loans, the Term Loans, the Swing Loans and the Letter of Credit Liabilities, Maximum Amount and (B) the Borrowing Base, Borrowers shall immediately repay the aggregate amount of all other Unsecured Indebtedness of REIT and its Subsidiaries causes a violation outstanding Revolving Credit Advances to the extent required to eliminate such excess. If any such excess remains after repayment in full of the covenants aggregate outstanding Revolving Credit Advances, Borrowers shall provide cash collateral for the Letter of Credit Obligations in the manner set forth in §§9.3 or 9.4, then the Borrower shall, within five (5) Business Days of such occurrence pay the amount of such excess Annex B to the Agent for extent required to eliminate such excess. Notwithstanding the respective accounts foregoing, any Overadvance made pursuant to Section 1.1(a)(iii) shall be repaid only on demand. (ii) Immediately upon receipt by any Credit Party of the Revolving Credit Lenders proceeds of any asset disposition (in the case excluding proceeds of clause asset dispositions permitted by Section 6.8 (ia)) or all any sale of the Lenders (in the case of clauses (ii) and (iii)), as applicable, for application to the Revolving Credit Loans and Term Loans as provided in §3.4, together with any additional amounts payable pursuant to §4.7, and deposit in the Collateral Account and pledge to Agent cash in any additional amount necessary to secure the Outstanding Letter of Credit Liabilities, except that the amount Stock of any Swing Subsidiary of any Credit Party, Borrowers shall prepay the Loans shall be paid solely in an amount equal to the Swing Loan Lender. Without limiting the foregoingall such proceeds, if at any time net of (WA) the Dollar Equivalent of the outstanding principal amount of all Alternative Currency Loans shall exceed the Non-U.S. Dollar Sublimitcommissions and other reasonable and customary transaction costs, fees and expenses properly attributable to such transaction and payable by Borrowers in connection therewith (X) the Dollar Equivalent of the outstanding principal amount of all Revolving Credit Loans denominated in Swiss Francs shall exceed the Swiss Francs Sublimit, (Y) the Dollar Equivalent of the outstanding principal amount of all Revolving Credit Loans denominated in Norwegian Krone shall exceed the Norwegian Krone Sublimit, or (Z) the Dollar Equivalent of the outstanding principal amount of all Revolving Credit Loans denominated in Swedish Krona shall exceed the Swedish Krona Sublimit, then, in each case, the Borrower shallpaid to non-Affiliates), within five (5B) Business Days transfer taxes, (C) amounts payable to holders of such occurrence pay the amount of such excess senior Liens (to the Agent extent such Liens constitute Permitted Encumbrances hereunder), if any, and (D) an appropriate reserve for the respective accounts of the Revolving Credit Lenders for application to the Revolving Credit Loans denominated income taxes in the applicable Alternative Currencies, together accordance with any additional amounts payable pursuant to §4.7GAAP in connection therewith. Any such prepayment shall be applied in accordance with Section 1.3(c). (biii) For purposes If any Borrower issues Stock or any debt securities, no later than the Business Day following the date of determining compliance with §3.2(a) and receipt of the covenants set forth in §9proceeds thereof, the Outstanding issuing Borrower shall prepay the Loans in an amount equal to all such proceeds, net of the Revolving Credit Loans underwriting discounts and the Letters of Credit Liabilities which are denominated commissions and other reasonable costs paid to non-Affiliates in Alternative Currencies connection therewith. Any such prepayment shall be re-determined on the Revaluation Date occurring on the last calendar day of each calendar month prior to the Revolving Credit Maturity Date based on the Dollar Equivalent of the aggregate outstanding principal amount of such Revolving Credit Loans and Letter of Credit Liabilities (determined as of such day prior to 11:00 a.m. Cleveland, Ohio time). If, as a result of such re-determination, a prepayment of such Revolving Credit Loans shall be required under §3.2(a), the Agent shall promptly notify the Lenders and the Borrower thereof and Borrower shall within five (5) Business Days of receiving such notice from Agent make a prepayment of such Revolving Credit Loans to the extent required under §3.2(aapplied in accordance with Section 1.3(c).

Mandatory Prepayments. (ai) If at any time (i) the sum of the aggregate outstanding principal amount of the Revolving Credit LoansLoan exceeds Borrowing Availability then in effect, the Swing Loans and Borrower shall repay (no later than one (1) Business Day after written notice from the Letter of Credit Liabilities exceeds Administrative Agent to the Total Revolving Credit Commitment, Borrower) the aggregate outstanding Advances to the extent required to eliminate such excess. (ii) Within five (5) Business Days following receipt by the sum Borrower or any of its Restricted Subsidiaries of Net Cash Proceeds of any asset disposition (including any disposition of Stock of any Restricted Subsidiary) outside of the ordinary course of business, Net Cash Proceeds of casualty insurance relating to any assets or property of such Person subject to a casualty loss or Net Cash Proceeds of a Condemnation Event (in each case, other than dispositions permitted by Sections 7.8(a), 7.8(b), 7.8(c), 7.8(e), 7.8(f), 7.8(g), 7.8(h), 7.8(i), 7.8(k), 7.8(n) and 7.8(o)) (in each case, net of (I) commissions and other reasonable and customary transaction costs, fees and expenses (including legal and accounting fees) properly attributable to such transaction and payable by a Loan Party or its Restricted Subsidiary in connection therewith (in each case, to the extent not paid to a Loan Party), (II) transfer taxes, (III) amounts payable to holders of Liens (to the extent such Liens constitute Permitted Liens hereunder with equal to or greater priority than the Liens under the Loan Documents), if any, (IV) an appropriate reserve for income taxes in accordance with GAAP in connection therewith and funded escrows for indemnification obligations attributable to the seller’s indemnities and representations and warranties to the purchaser in any such sale (provided that upon release of any such escrowed funds to a Loan Party or any Restricted Subsidiary, such proceeds shall be subject to this Section 2.3(b)(ii)) and (V) in the case of insurance proceeds or a Condemnation Event, actual costs and expenses incurred in connection with the adjustment or settlement of claims in respect thereof), the Borrower shall prepay the Term Loans in an amount equal to 100% of such Net Cash Proceeds in excess of $5,000,000 per transaction (or series of related transactions) and in excess of $10,000,000 in the aggregate outstanding principal amount per Fiscal Year; provided, however, that such percentage (A) shall be reduced to 50% if, when calculated on a Pro Forma Basis as of the Revolving last day of the most recent Measurement Period ended prior to the applicable date of determination for which Financial Statements are required to be delivered, the First Lien Net Leverage Ratio is less than or equal to 4.25 to 1.00 but greater than 3.75 to 1.00, (B) shall be reduced to 25% if, when calculated on a Pro Forma Basis as of the last day of the most recent Measurement Period ended prior to the applicable date of determination for which Financial Statements are required to be delivered, the First Lien Net Leverage Ratio is less than or equal to 3.75 to 1.00 but greater than 3.25 to 1.00 and (C) shall be reduced to 0% if, when calculated on a Pro Forma Basis as of the last day of the most recent Measurement Period ended prior to the applicable date of determination for which Financial Statements are required to be delivered, the First Lien Net Leverage Ratio is less than or equal to 3.25 to 1.00; provided, further, that no prepayment shall be required in connection with such an asset disposition, casualty loss or Condemnation Event if the Net Cash Proceeds thereof are reinvested in any assets or property useful in the business of any Loan Party or any of their Restricted Subsidiaries (including, for the avoidance of doubt, Permitted Acquisitions and other permitted Investments) within eighteen (18) months following receipt thereof, or to the extent that the Borrower commits within such eighteen (18) month period to reinvest such proceeds within one hundred eighty (180) days following the last day of such eighteen (18) month period, and actually reinvests such Net Cash Proceeds within such subsequent one hundred eighty (180) day period. Any such prepayment shall be applied in accordance with Section 2.3(c) below (either at the time of receipt thereof or upon expiration of the period described above to the extent the Net Cash Proceeds are not so reinvested within such period), and shall be accompanied by funding breakage costs in accordance with Section 2.11, in each case to the extent applicable. (iii) If any Loan Party or any of its Restricted Subsidiaries incurs any Indebtedness (other than Indebtedness permitted to be incurred under Section 7.3, except for Credit LoansAgreement Refinancing Indebtedness), the Borrower shall, substantially simultaneously with (and in any event not later than the fifth Business Day next following) receipt of the Net Cash Proceeds thereof by any Loan Party or any of its Restricted Subsidiaries, prepay the Term Loans, without duplication, in an amount equal to all such cash proceeds, net of underwriting discounts and commissions and other costs paid in connection therewith. Any such prepayment shall be applied in accordance with Section 2.3(c) below and shall be accompanied by funding breakage costs in accordance with Section 2.11, in each case to the Swing extent applicable. (iv) [Reserved]. (v) Until the Termination Date, beginning with the Fiscal Year ending December 31, 2025, the Borrower shall prepay the Term Loans and on the Letter date that is ten (10) Business Days following the date the audited financial statements for such Fiscal Year are required to be delivered pursuant to Section 5.1(d) hereof, in an amount equal to (x) 50% of Credit Liabilities exceeds Excess Cash Flow for such Fiscal Year, minus (y) in each case, solely to the Total Commitment; provided that, for purposes extent not funded with the proceeds of this §3.2(a)(iiIndebtedness (other than Revolving Loans), the Revaluation Date for purposes of determining the Dollar Equivalent of any amount of Term Loans, or of the portion of the Total Commitment consisting of Term Loan Commitments, shall be deemed to be the Revaluation Date determined upon the incurrence of such Term Loans or Term Loan Commitments, as the case may be, pursuant to clause (a) of the definition of Revaluation Date, or (iii) the sum of (A) the aggregate outstanding principal amount of the Revolving Credit Loans, the all Term Loans, Refinancing Term Loans, Incremental Equivalent Debt, Permitted Ratio Debt and other Indebtedness that is secured by a Lien on the Swing Loans and Collateral on a pari passu basis with the Letter of Credit LiabilitiesObligations voluntarily prepaid, and plus (B) the aggregate amount of all other Unsecured Indebtedness of REIT and its Subsidiaries causes a violation of the covenants set forth in §§9.3 or 9.4, then the Borrower shall, within five Revolving Loans voluntarily prepaid (5) Business Days of such occurrence pay the amount of such excess to the Agent for the respective accounts extent accompanied by a permanent reduction of the Revolving Credit Lenders (in Loan Commitments or the case of clause (i)) or all of the Lenders (in the case of clauses (ii) and (iii))applicable Incremental Revolving Loan Commitments, as applicable), for application to the Revolving Credit Loans and Term Loans as provided in §3.4, together with any additional amounts payable pursuant to §4.7, and deposit in the Collateral Account and pledge to Agent cash in any additional amount necessary to secure the Outstanding Letter of Credit Liabilities, except that the amount of any Swing Loans shall be paid solely to the Swing Loan Lender. Without limiting the foregoing, if at any time plus (WC) the Dollar Equivalent of the outstanding aggregate principal amount of all Alternative Currency Term Loans shall exceed repurchased and prepaid pursuant to Section 2.3(f) (limited to the Non-U.S. Dollar Sublimitamount of cash actually paid in respect of such purchase), plus (XD) the Dollar Equivalent of the outstanding aggregate principal amount of all Revolving Credit Loans denominated in Swiss Francs shall exceed permanently prepaid by the Swiss Francs Sublimit, (Y) the Dollar Equivalent of the outstanding principal amount of all Revolving Credit Loans denominated in Norwegian Krone shall exceed the Norwegian Krone Sublimit, Borrower or (Z) the Dollar Equivalent of the outstanding principal amount of all Revolving Credit Loans denominated in Swedish Krona shall exceed the Swedish Krona Sublimit, thenits Restricted Subsidiaries pursuant to Section 10.9(f), in each case, during such Fiscal Year or, at the Borrower shallBorrower’s option, within five (5) Business Days after the end of such occurrence pay Fiscal Year and prior to the date of the applicable Excess Cash Flow prepayment; provided that the percentage of Excess Cash Flow that shall be required to be prepaid in accordance with this clause (v) in respect of a particular Fiscal Year shall be reduced to 25% if, when calculated on a Pro Forma Basis as of the last day of the Fiscal Year (for the avoidance of doubt, giving pro forma effect to all prepayments of Indebtedness made after the end of the Fiscal Year but prior to the making of such Excess Cash Flow prepayment), the First Lien Net Leverage Ratio is less than or equal to 4:25 to 1.00 but greater than 3.75 to 1.00, or 0% if, when calculated on a Pro Forma Basis as of the last day of the Fiscal Year (for the avoidance of doubt, giving pro forma effect to all prepayments of Indebtedness made after the end of the Fiscal Year but prior to the making of such Excess Cash Flow prepayment), the First Lien Net Leverage Ratio is less than or equal to 3.75 to 1.00; provided, further, that no prepayment with Excess Cash Flow shall be required if the amount of the prepayment (as calculated pursuant to this clause (v)) is not greater than $10,000,000 (and any required prepayment amount, for the avoidance of doubt, shall be the amount of Excess Cash Flow in excess of such excess threshold, if any). Any such prepayment shall be applied in accordance with Section 2.3(c) below and shall be accompanied by funding breakage costs in accordance with Section 2.11, in each case to the Agent extent applicable. Each such prepayment shall be accompanied by a certificate signed by a Responsible Officer of Borrower or Holdings certifying the manner in which Excess Cash Flow and the resulting prepayment were calculated, which certificate shall be in the form of Exhibit 2.3(b)(v) hereto. For the avoidance of doubt, no such prepayment shall be due for the respective accounts of the Revolving Credit Lenders for application to the Revolving Credit Loans denominated in the applicable Alternative Currenciesfiscal years ending December 31, together with any additional amounts payable pursuant to §4.72023 or December 31, 2024. (bvi) For purposes Each Term Loan Lender may elect, by three (3) Business Day written notice to the Administrative Agent, prior to any prepayment of determining compliance Term Loans required to be made by the Borrower pursuant to this Section 2.3(b) (other than Section 2.3(b)(iii) with §3.2(arespect to Credit Agreement Refinancing Indebtedness), to decline all (but not less than all) and the covenants set forth in §9of its Pro Rata Share of such prepayment (such declined amounts, the Outstanding amount “Declined Proceeds”) in which case such Declined Proceeds may be retained by the Borrower. If a Lender fails to deliver a notice of election declining receipt of its Pro Rata Share of such mandatory prepayment to the Administrative Agent prior to any such prepayment, any such failure will be deemed to constitute an acceptance of such ▇▇▇▇▇▇’s Pro Rata Share of the Revolving Credit Loans and the Letters of Credit Liabilities which are denominated in Alternative Currencies shall be re-determined on the Revaluation Date occurring on the last calendar day of each calendar month prior to the Revolving Credit Maturity Date based on the Dollar Equivalent of the aggregate outstanding principal total amount of such Revolving Credit Loans and Letter of Credit Liabilities (determined as of such day prior to 11:00 a.m. Cleveland, Ohio time). If, as a result of such re-determination, a mandatory prepayment of such Revolving Credit Loans shall be required under §3.2(a), the Agent shall promptly notify the Lenders and the Borrower thereof and Borrower shall within five (5) Business Days of receiving such notice from Agent make a prepayment of such Revolving Credit Loans to the extent required under §3.2(a)Term Loans.

Mandatory Prepayments. (a) On each date on which the Commitments are reduced or terminated pursuant to Section 2.08 or Section 2.09, the Borrowers shall repay or prepay such principal amount of the outstanding 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 Loans does not exceed the aggregate amount of the Commitments as then reduced. Each such payment or prepayment shall be applied to repay or prepay ratably the Loans of the several Banks; provided that such prepayment shall be applied, first, to Syndicated 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) If the Agent determines at any time (ieither on its own initiative or at the instance of any Bank) the sum of that the aggregate outstanding principal amount of the Revolving Credit Loans, Syndicated Foreign Currency Loans outstanding (after converting each such Syndicated Foreign Currency Loan to its Dollar Equivalent on the Swing Loans and the Letter date of Credit Liabilities calculation) at any time exceeds the Total Revolving Credit Commitment, (ii) aggregate Commitments less the sum of the aggregate outstanding principal amount of the Revolving Credit Loans, the Term Loans, the Swing Loans and the Letter of Credit Liabilities exceeds the Total Commitment; provided that, for purposes of this §3.2(a)(ii), the Revaluation Date for purposes of determining the Dollar Equivalent of any amount of Term Loans, or of the portion of the Total Commitment consisting of Term Loan Commitments, shall be deemed to be the Revaluation Date determined upon the incurrence of such Term Loans or Term Loan Commitments, as the case may be, pursuant to clause (a) of the definition of Revaluation Date, or (iii) the sum of (A) the aggregate outstanding principal amount of the Revolving Credit Loans, the Term Loans, the Swing Loans and the Letter of Credit Liabilities, and (B) the aggregate amount of all other Unsecured Indebtedness of REIT Syndicated Dollar Loans and its Subsidiaries causes a violation of the covenants set forth in §§9.3 or 9.4all Money Market Loans, then upon 5 Foreign Currency Business Days' written notice from the Borrower shallAgent, within five (5) Business Days of such occurrence pay the Parent shall prepay an aggregate principal amount of such excess Loans sufficient to bring the Agent for the respective accounts aggregate of the Revolving Credit Lenders (in the case of clause (i)) or all of the Lenders (in the case of clauses (ii) and (iii)), as applicable, for application to the Revolving Credit Loans and Term Loans as provided in §3.4, together with any additional amounts payable pursuant to §4.7, and deposit in the Collateral Account and pledge to Agent cash in any additional amount necessary to secure the Outstanding Letter of Credit Liabilities, except that the amount of any Swing Loans shall be paid solely to the Swing Loan Lender. Without limiting the foregoing, if at any time (W) the Dollar Equivalent of the outstanding principal amount of all Alternative Syndicated Foreign Currency Loans shall exceed the Non-U.S. Dollar Sublimit, (X) the Dollar Equivalent of the outstanding principal amount of all Revolving Credit Loans denominated in Swiss Francs shall exceed the Swiss Francs Sublimit, (Y) the Dollar Equivalent of the outstanding principal amount of all Revolving Credit Loans denominated in Norwegian Krone shall exceed the Norwegian Krone Sublimit, or (Z) the Dollar Equivalent of the outstanding principal amount of all Revolving Credit Loans denominated in Swedish Krona shall exceed the Swedish Krona Sublimit, then, in each caseLoans, the Borrower shall, within five (5) Business Days of such occurrence pay the amount of such excess to the Agent for the respective accounts of the Revolving Credit Lenders for application to the Revolving Credit Loans denominated in the applicable Alternative Currencies, together with any additional amounts payable pursuant to §4.7. (b) For purposes of determining compliance with §3.2(a) and the covenants set forth in §9, the Outstanding amount of the Revolving Credit Syndicated Dollar Loans and the Letters of Credit Liabilities which are denominated Money Market Loans outstanding to an amount not exceeding the aggregate Commitments. Nothing in Alternative Currencies the foregoing shall require the Agent to make any such calculation unless expressly requested to do so by the Required Banks. All such prepayments shall be reapplied in the following order: (i) first to Base Rate Loan; (ii) then to Euro-determined on the Revaluation Date occurring on the last calendar day of each calendar month prior Dollar Loans; and (iii) then, to the Revolving Credit Maturity Date based on the Dollar Equivalent of the aggregate outstanding principal amount of such Revolving Credit Loans Syndicated Foreign Currency Loans, and Letter of Credit Liabilities (determined as of such day prior iv) lastly, to 11:00 a.m. Cleveland, Ohio time). If, as a result of such re-determination, a prepayment of such Revolving Credit Loans shall be required under §3.2(a), the Agent shall promptly notify the Lenders and the Borrower thereof and Borrower shall within five (5) Business Days of receiving such notice from Agent make a prepayment of such Revolving Credit Loans to the extent required under §3.2(a)Money Market Loans.

Mandatory Prepayments. (a) If at any time (i) If the sum Loan is accelerated following the occurrence of an Event of Default that has not been waived by the aggregate outstanding principal Lenders pursuant to Section 9.1(a), then Borrower, in addition to any other amounts which may be due and owing under this Agreement, shall immediately pay to the Lenders the amount set forth in Section 2.3(b), as if Borrower had opted to prepay on the date of the Revolving Credit Loans, the Swing Loans and the Letter of Credit Liabilities exceeds the Total Revolving Credit Commitment, such acceleration. (ii) If, after the sum of the aggregate outstanding principal amount of the Revolving Credit LoansClosing Date, the Term Loans, Borrower or its Subsidiary shall (x) offer any Equity Securities and receive net cash proceeds in connection with such offering and all other such offerings (other than any offering in connection with or in contemplation of a Business Combination) since the Swing Loans and Closing Date in excess of One Hundred Million Dollars ($100,000,000) (the Letter of Credit Liabilities exceeds the Total Commitment; provided that, for purposes of this §3.2(a)(ii“Threshold Amount”) or (y) issue or incur any Indebtedness (other than Permitted Indebtedness), the Revaluation Date for purposes of determining Borrower or such Subsidiary shall promptly notify Collateral Agent and the Dollar Equivalent of any amount of Term Loans, or Lenders of the portion estimated net cash proceeds of such offering or issuance or incurrence to be received by or for the account of the Total Commitment consisting of Term Loan Commitments, shall be deemed Borrower or such Subsidiary in respect thereof. Subject to be the Revaluation Date determined upon the incurrence of such Term Loans or Term Loan Commitments, as the case may be, pursuant to clause (aSection 2.3(a)(iii) of the definition of Revaluation Date, or (iii) the sum of (A) the aggregate outstanding principal amount of the Revolving Credit Loans, the Term Loans, the Swing Loans and the Letter of Credit Liabilities, and (B) the aggregate amount of all other Unsecured Indebtedness of REIT and its Subsidiaries causes a violation of the covenants set forth in §§9.3 or 9.4, then the Borrower shallbelow, within five three (53) Business Days after receipt by the Borrower or such Subsidiary of the net cash proceeds of (I) any such occurrence pay offering of Equity Securities, the Borrower shall prepay the Loan in an aggregate amount equal to 100% of the amount of such net cash proceeds in excess to the Agent for the respective accounts of the Revolving Credit Lenders (in the case of clause (i)) or all of the Lenders (in the case of clauses Threshold Amount and (ii) and (iii)any such issuance or incurrence of Indebtedness, the Borrower shall prepay the Loan in an aggregate amount equal to 100% of the amount of such net cash proceeds, in each case under this Section 2.3(a)(ii), as applicable, together with the applicable Make-Whole Amount. The Borrower acknowledges that its performance under this Agreement shall not limit the rights and remedies of the Agents and the Lenders for application any breach of any terms of the Loan Documents. Subject to the Revolving Credit Loans last sentence of Section 2.2(d), each prepayment under this Section 2.3(a)(ii) shall be applied pro rata to Lenders based upon the outstanding principal amounts of the Loan owing to each such Lender and Term Loans as provided in §3.4shall be accompanied by accrued and unpaid interest, together with any additional amounts payable pursuant to §4.7, and deposit in the Collateral Account and pledge to Agent cash in any additional amount necessary to secure the Outstanding Letter of Credit Liabilities, except that the amount of any Swing Loans shall be paid solely to the Swing Loan Lender. Without limiting the foregoing, if at any time (W) the Dollar Equivalent of the outstanding principal amount of all Alternative Currency Loans shall exceed the Nonapplicable Make-U.S. Dollar Sublimit, (X) the Dollar Equivalent of the outstanding principal amount of all Revolving Credit Loans denominated in Swiss Francs shall exceed the Swiss Francs Sublimit, (Y) the Dollar Equivalent of the outstanding principal amount of all Revolving Credit Loans denominated in Norwegian Krone shall exceed the Norwegian Krone Sublimit, or (Z) the Dollar Equivalent of the outstanding principal amount of all Revolving Credit Loans denominated in Swedish Krona shall exceed the Swedish Krona Sublimit, then, in each case, the Borrower shall, within five (5) Business Days of such occurrence pay the amount of such excess to the Agent for the respective accounts of the Revolving Credit Lenders for application to the Revolving Credit Loans denominated in the applicable Alternative Currencies, together with any additional amounts payable pursuant to §4.7Whole Amount. (biii) For purposes of determining compliance with §3.2(a) and the covenants set forth in §9, the Outstanding amount of the Revolving Credit Loans and the Letters of Credit Liabilities which are denominated in Alternative Currencies shall be re-determined on the Revaluation Date occurring on the last calendar day of each calendar month prior Notwithstanding anything to the Revolving Credit Maturity Date based on the Dollar Equivalent of the aggregate outstanding principal amount of such Revolving Credit Loans and Letter of Credit Liabilities (determined as of such day prior contrary in this Section 2.3(a), no prepayment required pursuant to 11:00 a.m. Cleveland, Ohio time). If, as a result of such re-determination, a prepayment of such Revolving Credit Loans this Section 2.3(a) shall be required under §3.2(a), if such prepayment would be in contravention of the Agent shall promptly notify the Lenders and the Borrower thereof and Borrower shall within five (5) Business Days of receiving such notice from Agent make a prepayment of such Revolving Credit Loans to the extent required under §3.2(a)Intercreditor Agreement.

Mandatory Prepayments. Subject to Section 6 hereof: (a) If at any time (i) If, after the sum consummation of the aggregate initial public offering of its Common Stock as contemplated by the registration statement on Form S-1 filed by the Company with the Securities Exchange Commission (File No. 333-160634), the Company consummates any public offering of newly-issued shares of its Common Stock pursuant to an effective registration statement under the Securities Act of 1933, as amended (other than pursuant to a registration statement on Form S-4 or Form S-8 or any similar or successor form) (a “Public Offering”), and the gross proceeds of such Public Offering to the Company are at least $10,000,000, the Company shall, promptly following the receipt of proceeds upon the consummation of such Public Offering, prepay a portion of the outstanding principal amount of this Amended and Restated Promissory Note in an amount equal to the Revolving Credit LoansHolder’s Pro Rata Share of 50% of the amount of such gross proceeds, together with all accrued Interest thereon, up to an aggregate amount equal to the Swing Loans outstanding principal amount plus all accrued Interest thereon. The provisions of this Section 5(a) shall apply to each Public Offering consummated by the Company until such time as the entire principal amount of this Amended and Restated Promissory Note, together with all accrued Interest thereon, has been paid in full. (b) The Company shall prepay the Letter outstanding principal amount of Credit Liabilities exceeds this Amended and Restated Promissory Note and all accrued Interest thereon upon (i) any voluntary or involuntary liquidation, dissolution or winding up of the Total Revolving Credit CommitmentCompany, other than any dissolution, liquidation or winding up in connection with any reincorporation of the Company in another jurisdiction, (ii) the sum sale of all or substantially all of the aggregate outstanding principal amount Company’ assets, (iii) the sale or transfer of the Revolving Credit Loans, the Term Loans, the Swing Loans and the Letter outstanding shares of Credit Liabilities exceeds the Total Commitment; provided that, for purposes of this §3.2(a)(ii), the Revaluation Date for purposes of determining the Dollar Equivalent of any amount of Term Loans, or capital stock of the portion Company or (iv) the merger or consolidation of the Total Commitment consisting of Term Loan CommitmentsCompany with another person or entity, shall be deemed to be in each case in clauses (iii) and (iv) above, under circumstances in which the Revaluation Date determined upon the incurrence holders (together with any affiliates of such Term Loans holders) of the voting power of outstanding capital stock of the Company, immediately prior to such transaction, own less than 50% in voting power of the outstanding capital stock of the Company or Term Loan Commitmentsthe surviving or resulting corporation or acquirer, as the case may be, immediately following such transaction. A sale (or multiple related sales) of one or more subsidiaries of the Company (whether by way of merger, consolidation, reorganization or sale of all or substantially all assets or securities) which constitutes all or substantially all of the consolidated assets of the Company shall be deemed a transaction contemplated by clause (ii) above. (c) With respect to any prepayments made by the Company pursuant to clause (a) Sections 4, 5 or 6 hereof, such prepayments shall be applied first, in payment of the definition of Revaluation Date, or (iii) the sum of (A) the aggregate outstanding principal amount of the Revolving Credit Loans, the Term Loans, the Swing Loans this Amended and the Letter Restated Promissory Note in inverse order of Credit Liabilities, and (B) the aggregate amount of all other Unsecured Indebtedness of REIT and its Subsidiaries causes a violation of the covenants set forth in §§9.3 or 9.4, then the Borrower shall, within five (5) Business Days of such occurrence pay the amount of such excess to the Agent for the respective accounts of the Revolving Credit Lenders (in the case of clause (i)) or all of the Lenders (in the case of clauses (ii) and (iii)), as applicable, for application to the Revolving Credit Loans and Term Loans as provided in §3.4, together with any additional amounts payable pursuant to §4.7, and deposit in the Collateral Account and pledge to Agent cash in any additional amount necessary to secure the Outstanding Letter of Credit Liabilities, except that the amount of any Swing Loans shall be paid solely to the Swing Loan Lender. Without limiting the foregoing, if at any time (W) the Dollar Equivalent of the outstanding principal amount of all Alternative Currency Loans shall exceed the Non-U.S. Dollar Sublimit, (X) the Dollar Equivalent of the outstanding principal amount of all Revolving Credit Loans denominated in Swiss Francs shall exceed the Swiss Francs Sublimit, (Y) the Dollar Equivalent of the outstanding principal amount of all Revolving Credit Loans denominated in Norwegian Krone shall exceed the Norwegian Krone Sublimit, or (Z) the Dollar Equivalent of the outstanding principal amount of all Revolving Credit Loans denominated in Swedish Krona shall exceed the Swedish Krona Sublimit, then, in each case, the Borrower shall, within five (5) Business Days of such occurrence pay the amount of such excess to the Agent for the respective accounts of the Revolving Credit Lenders for application to the Revolving Credit Loans denominated in the applicable Alternative Currencies, together with any additional amounts payable pursuant to §4.7maturity. (b) For purposes of determining compliance with §3.2(a) and the covenants set forth in §9, the Outstanding amount of the Revolving Credit Loans and the Letters of Credit Liabilities which are denominated in Alternative Currencies shall be re-determined on the Revaluation Date occurring on the last calendar day of each calendar month prior to the Revolving Credit Maturity Date based on the Dollar Equivalent of the aggregate outstanding principal amount of such Revolving Credit Loans and Letter of Credit Liabilities (determined as of such day prior to 11:00 a.m. Cleveland, Ohio time). If, as a result of such re-determination, a prepayment of such Revolving Credit Loans shall be required under §3.2(a), the Agent shall promptly notify the Lenders and the Borrower thereof and Borrower shall within five (5) Business Days of receiving such notice from Agent make a prepayment of such Revolving Credit Loans to the extent required under §3.2(a).

Mandatory Prepayments. (ai) If at any time (i) the sum of the aggregate outstanding principal amount balances of the Revolving Credit Loans, Loan and the Swing Loans and Line Loan exceed the Letter of Credit Liabilities exceeds the Total Revolving Credit Commitment, (ii) the sum of the aggregate outstanding principal amount of the Revolving Credit Loans, the Term Loans, the Swing Loans and the Letter of Credit Liabilities exceeds the Total Commitment; provided that, for purposes of this §3.2(a)(ii), the Revaluation Date for purposes of determining the Dollar Equivalent of any amount of Term Loans, or of the portion of the Total Commitment consisting of Term Loan Commitments, shall be deemed to be the Revaluation Date determined upon the incurrence of such Term Loans or Term Loan Commitments, as the case may be, pursuant to clause (a) of the definition of Revaluation Date, or (iii) the sum lesser of (A) the aggregate outstanding principal amount of the Revolving Credit Loans, the Term Loans, the Swing Loans and the Letter of Credit Liabilities, Maximum Amount and (B) the Aggregate Availability, Borrowers shall immediately repay the aggregate amount of all other Unsecured Indebtedness of REIT and its Subsidiaries causes a violation outstanding Revolving Credit Advances to the extent required to eliminate such excess. If any such excess remains after repayment in full of the covenants aggregate outstanding Revolving Credit Advances, Borrowers shall provide cash collateral for the Letter of Credit Obligations in the manner set forth in §§9.3 or 9.4, then the Borrower shall, within five (5) Business Days of such occurrence pay the amount of such excess Annex B to the Agent for the respective accounts of the Revolving Credit Lenders (in the case of clause (i)) or all of the Lenders (in the case of clauses extent required to eliminate such excess. (ii) and Immediately upon receipt by any Credit Party of proceeds of any asset disposition (iiiexcluding proceeds of asset dispositions permitted by Section 6.8 (a)), as applicable, for application to the Revolving Credit Loans and Term Loans as provided in §3.4, together with any additional amounts payable pursuant to §4.7, and deposit in the Collateral Account and pledge to Agent cash in any additional amount necessary to secure the Outstanding Letter of Credit Liabilities, except that the amount issuance of any Swing Indebtedness or any sale of Stock of any Subsidiary of any Credit Party, Borrowers shall prepay the Loans shall be paid solely in an amount equal to the Swing Loan Lender. Without limiting the foregoingall such proceeds, if at any time net of (WA) the Dollar Equivalent of the outstanding principal amount of all Alternative Currency Loans shall exceed the Non-U.S. Dollar Sublimitcommissions and other reasonable and customary transaction costs, fees and expenses properly attributable to such transaction and payable by Borrowers in connection therewith (X) the Dollar Equivalent of the outstanding principal amount of all Revolving Credit Loans denominated in Swiss Francs shall exceed the Swiss Francs Sublimit, (Y) the Dollar Equivalent of the outstanding principal amount of all Revolving Credit Loans denominated in Norwegian Krone shall exceed the Norwegian Krone Sublimit, or (Z) the Dollar Equivalent of the outstanding principal amount of all Revolving Credit Loans denominated in Swedish Krona shall exceed the Swedish Krona Sublimit, then, in each case, the Borrower shallpaid to non-Affiliates), within five (5B) Business Days transfer taxes, (C) amounts payable to holders of such occurrence pay the amount of such excess senior Liens (to the Agent extent such Liens constitute Permitted Encumbrances hereunder), if any, and (D) an appropriate reserve for the respective accounts of the Revolving Credit Lenders for application to the Revolving Credit Loans denominated income taxes in the applicable Alternative Currencies, together accordance with any additional amounts payable pursuant to §4.7GAAP in connection therewith. Any such prepayment shall be applied in accordance with Section 1.3(c). (biii) For purposes If any Borrower issues Stock (excluding issuances of determining compliance with §3.2(a) and the covenants set forth Stock in §9, the Outstanding an aggregate amount of the Revolving Credit Loans and the Letters of Credit Liabilities which are denominated in Alternative Currencies shall be re-determined on the Revaluation Date occurring on the last calendar day of each calendar month prior not to the Revolving Credit Maturity Date based on the Dollar Equivalent of the aggregate outstanding principal amount of such Revolving Credit Loans and Letter of Credit Liabilities (determined as of such day prior to 11:00 a.m. Cleveland, Ohio time). If, as a result of such re-determination, a prepayment of such Revolving Credit Loans shall be required under §3.2(a), the Agent shall promptly notify the Lenders and the Borrower thereof and Borrower shall within five (5) Business Days of receiving such notice from Agent make a prepayment of such Revolving Credit Loans exceed $25,000,000 to the extent required under §3.2(athe proceeds of such issuance are used solely to finance a Permitted Acquisition), no later than the Business Day following the date of receipt of the proceeds thereof, Borrowers 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. Any such prepayment shall be applied in accordance with Section 1.3(c).

Mandatory Prepayments. (ai) If at any time (i) the sum outstanding balance of the aggregate outstanding principal amount of the Revolving Credit Loans, the Swing Loans and the Letter of Credit Liabilities Loan exceeds the Total Revolving Credit Commitment, (ii) the sum of the aggregate outstanding principal amount of the Revolving Credit Loans, the Term Loans, the Swing Loans and the Letter of Credit Liabilities exceeds the Total Commitment; provided that, for purposes of this §3.2(a)(ii), the Revaluation Date for purposes of determining the Dollar Equivalent of any amount of Term Loans, or of the portion of the Total Commitment consisting of Term Loan Commitments, shall be deemed to be the Revaluation Date determined upon the incurrence of such Term Loans or Term Loan Commitments, as the case may be, pursuant to clause (a) of the definition of Revaluation Date, or (iii) the sum lesser of (A) the aggregate outstanding principal amount of the Revolving Credit Loans, the Term Loans, the Swing Loans and the Letter of Credit Liabilities, Maximum Amount and (B) the aggregate amount of all other Unsecured Indebtedness of REIT and its Subsidiaries causes a violation of the covenants set forth in §§9.3 or 9.4Borrowing Base, then the Borrower shall, within five (5) Business Days of such occurrence pay the amount of such excess to the Agent for the respective accounts of the Revolving Credit Lenders (in the case of clause (i)) or all of the Lenders (in the case of clauses (ii) and (iii)), as applicable, for application to the Revolving Credit Loans and Term Loans as provided in §3.4, together with any additional amounts payable pursuant to §4.7, and deposit in the Collateral Account and pledge to Agent cash in any additional amount necessary to secure the Outstanding Letter of Credit Liabilities, except that the amount of any Swing Loans shall be paid solely to the Swing Loan Lender. Without limiting the foregoing, if at any time (W) the Dollar Equivalent of the outstanding principal amount of all Alternative Currency Loans shall exceed the Non-U.S. Dollar Sublimit, (X) the Dollar Equivalent of the outstanding principal amount of all Revolving Credit Loans denominated in Swiss Francs shall exceed the Swiss Francs Sublimit, (Y) the Dollar Equivalent of the outstanding principal amount of all Revolving Credit Loans denominated in Norwegian Krone shall exceed the Norwegian Krone Sublimit, or (Z) the Dollar Equivalent of the outstanding principal amount of all Revolving Credit Loans denominated in Swedish Krona shall exceed the Swedish Krona Sublimit, thenless, in each case, the aggregate outstanding Swing Line Loan at such time, Borrowers shall immediately repay the aggregate outstanding Revolving Credit Advances to the extent required to eliminate such excess. (ii) Immediately upon receipt by any Borrower shallof proceeds of any asset disposition (including condemnation proceeds, but excluding proceeds of asset dispositions permitted by Section 6.8 (a), (b), and (c)), Borrowers shall prepay the Loans within five three (53) Business Days of such occurrence pay the amount receipt of such excess proceeds in an amount equal to such proceeds, net of (A) commissions and other reasonable and customary transaction costs, fees and expenses properly attributable to such transaction and payable by Borrowers in connection therewith (in each case, paid to non-Affiliates), (B) transfer taxes, (C) amounts payable to holders of senior Liens (to the Agent extent such Liens constitute Permitted Encumbrances hereunder), if any, and (D) an appropriate reserve for income taxes in accordance with GAAP in connection therewith. Any such prepayment shall be applied in accordance with clause (c) below. (iii) If Parent or any Borrower issues Stock , no later than the respective accounts Business Day following the date of receipt of proceeds thereof, Borrowersshall apply an amount equal to the proceeds thereof to the payment of the Revolving Credit Lenders for application Loans, net of underwriting discounts and commissions and other reasonable costs, fees and expenses paid to Non-Affiliates in connection therewith, but only to the Revolving Credit Loans denominated in the applicable Alternative Currenciesextent such net proceeds, together with the proceeds from any additional amounts payable pursuant to §4.7other issuances of Stock during the then current Fiscal Year, exceed $1,000,000. (b) For purposes of determining compliance with §3.2(a) and the covenants set forth in §9, the Outstanding amount of the Revolving Credit Loans and the Letters of Credit Liabilities which are denominated in Alternative Currencies shall be re-determined on the Revaluation Date occurring on the last calendar day of each calendar month prior to the Revolving Credit Maturity Date based on the Dollar Equivalent of the aggregate outstanding principal amount of such Revolving Credit Loans and Letter of Credit Liabilities (determined as of such day prior to 11:00 a.m. Cleveland, Ohio time). If, as a result of such re-determination, a prepayment of such Revolving Credit Loans shall be required under §3.2(a), the Agent shall promptly notify the Lenders and the Borrower thereof and Borrower shall within five (5) Business Days of receiving such notice from Agent make a prepayment of such Revolving Credit Loans to the extent required under §3.2(a).

Mandatory Prepayments. (ai) If at any time (i) the sum of the aggregate outstanding principal amount balances of the Revolving Credit Loans, Loan and the Swing Loans and Line Loan exceed the Letter of Credit Liabilities exceeds the Total Revolving Credit Commitment, (ii) the sum of the aggregate outstanding principal amount of the Revolving Credit Loans, the Term Loans, the Swing Loans and the Letter of Credit Liabilities exceeds the Total Commitment; provided that, for purposes of this §3.2(a)(ii), the Revaluation Date for purposes of determining the Dollar Equivalent of any amount of Term Loans, or of the portion of the Total Commitment consisting of Term Loan Commitments, shall be deemed to be the Revaluation Date determined upon the incurrence of such Term Loans or Term Loan Commitments, as the case may be, pursuant to clause (a) of the definition of Revaluation Date, or (iii) the sum lesser of (A) the aggregate outstanding principal amount of the Revolving Credit Loans, the Term Loans, the Swing Loans and the Letter of Credit Liabilities, Maximum Amount and (B) the Aggregate Borrowing Base, Borrowers shall immediately repay the aggregate amount of all other Unsecured Indebtedness of REIT and its Subsidiaries causes a violation outstanding Revolving Credit Advances to the extent required to eliminate such excess. If any such excess remains after repayment in full of the covenants aggregate outstanding Revolving Credit Advances, Borrowers shall provide cash collateral for the Letter of Credit Obligations in the manner set forth in §§9.3 or 9.4Annex B to the extent required to eliminate such excess. Furthermore, then if, at any time, the outstanding balance of the Revolving Loan of any Borrower shallexceeds that Borrower's separate Borrowing Base less the outstanding balance of the Swing Line Loan of that Borrower, within five (5) Business Days of such occurrence pay the applicable 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 foregoing, any Overadvance made pursuant to Section 1.1(a)(iii) shall be repaid only on demand. (ii) Subject to the Agent for the respective accounts terms of the Revolving Term Intercreditor Agreement, immediately upon receipt by any Credit Lenders Party of proceeds of any asset disposition (in the case excluding proceeds of clause asset dispositions permitted by Section 6.8 (ia)) or all any sale of the Lenders (in the case of clauses (ii) and (iii)), as applicable, for application to the Revolving Credit Loans and Term Loans as provided in §3.4, together with any additional amounts payable pursuant to §4.7, and deposit in the Collateral Account and pledge to Agent cash in any additional amount necessary to secure the Outstanding Letter of Credit Liabilities, except that the amount Stock of any Swing Subsidiary of any Credit Party, Borrowers shall prepay the Loans shall be paid solely in an amount equal to the Swing Loan Lender. Without limiting the foregoingall such proceeds, if at any time net of (WA) the Dollar Equivalent of the outstanding principal amount of all Alternative Currency Loans shall exceed the Non-U.S. Dollar Sublimitcommissions and other reasonable and customary transaction costs, fees and expenses properly attributable to such transaction and payable by Borrowers in connection therewith (X) the Dollar Equivalent of the outstanding principal amount of all Revolving Credit Loans denominated in Swiss Francs shall exceed the Swiss Francs Sublimit, (Y) the Dollar Equivalent of the outstanding principal amount of all Revolving Credit Loans denominated in Norwegian Krone shall exceed the Norwegian Krone Sublimit, or (Z) the Dollar Equivalent of the outstanding principal amount of all Revolving Credit Loans denominated in Swedish Krona shall exceed the Swedish Krona Sublimit, then, in each case, the Borrower shallpaid to non-Affiliates), within five (5B) Business Days of such occurrence pay the amount of such excess transfer taxes, (C) to the Agent for extent that the respective accounts of the Revolving Credit Lenders for application applicable assets constitute Term Lender Primary Collateral, amounts payable to the Revolving Credit Loans denominated in Term Lender to the applicable Alternative Currenciesextent the Term Lender's Lien on such Collateral constitutes a Permitted Encumbrance, together with any additional (D) amounts payable pursuant to §4.7holders (other than the Term Lender) of senior Liens (to the extent such Liens constitute Permitted Encumbrances hereunder), if any, and (E) 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). (biii) For purposes Subject to the terms of determining compliance with §3.2(a) and the covenants set forth in §9Term Intercreditor Agreement, if any Borrower issues Stock, no later than the Business Day following the date of receipt of the proceeds thereof, the Outstanding Borrowers shall prepay the Loans in an amount equal to all such proceeds, net of the Revolving Credit Loans underwriting discounts and the Letters of Credit Liabilities which are denominated commissions and other reasonable costs paid to non-Affiliates in Alternative Currencies connection therewith. Any such prepayment shall be re-determined on the Revaluation Date occurring on the last calendar day of each calendar month prior to the Revolving Credit Maturity Date based on the Dollar Equivalent of the aggregate outstanding principal amount of such Revolving Credit Loans and Letter of Credit Liabilities (determined as of such day prior to 11:00 a.m. Cleveland, Ohio time). If, as a result of such re-determination, a prepayment of such Revolving Credit Loans shall be required under §3.2(a), the Agent shall promptly notify the Lenders and the Borrower thereof and Borrower shall within five (5) Business Days of receiving such notice from Agent make a prepayment of such Revolving Credit Loans to the extent required under §3.2(aapplied in accordance with Section 1.3(c).

Mandatory Prepayments. (ai) If at any time (i) the sum of the aggregate outstanding principal amount balance of the Revolving Credit Loans, the Swing Loans and the Letter of Credit Liabilities Loan exceeds the Total Revolving Credit CommitmentBorrowing Availability, (ii) Borrowers shall immediately repay the sum of the aggregate outstanding principal amount of the Revolving Credit Loans, the Term Loans, the Swing Loans and the Letter of Credit Liabilities exceeds the Total Commitment; provided that, for purposes of this §3.2(a)(ii), the Revaluation Date for purposes of determining the Dollar Equivalent of any amount of Term Loans, or of the portion of the Total Commitment consisting of Term Loan Commitments, shall be deemed to be the Revaluation Date determined upon the incurrence of such Term Loans or Term Loan Commitments, as the case may be, pursuant to clause (a) of the definition of Revaluation Date, or (iii) the sum of (A) the aggregate outstanding principal amount of the Revolving Credit Loans, the Term Loans, the Swing Loans and the Letter of Credit Liabilities, and (B) the aggregate amount of all other Unsecured Indebtedness of REIT and its Subsidiaries causes a violation of the covenants set forth in §§9.3 or 9.4, then the Borrower shall, within five (5) Business Days of such occurrence pay the amount of such excess to the Agent for the respective accounts of the Revolving Credit Lenders (in the case of clause (i)) or all of the Lenders (in the case of clauses (ii) and (iii)), as applicable, for application to the Revolving Credit Loans and Term Loans as provided in §3.4, together with any additional amounts payable pursuant to §4.7, and deposit in the Collateral Account and pledge to Agent cash in any additional amount necessary to secure the Outstanding Letter of Credit Liabilities, except that the amount of any Swing Loans shall be paid solely to the Swing Loan Lender. Without limiting the foregoing, if at any time (W) the Dollar Equivalent of the outstanding principal amount of all Alternative Currency Loans shall exceed the Non-U.S. Dollar Sublimit, (X) the Dollar Equivalent of the outstanding principal amount of all Revolving Credit Loans denominated in Swiss Francs shall exceed the Swiss Francs Sublimit, (Y) the Dollar Equivalent of the outstanding principal amount of all Revolving Credit Loans denominated in Norwegian Krone shall exceed the Norwegian Krone Sublimit, or (Z) the Dollar Equivalent of the outstanding principal amount of all Revolving Credit Loans denominated in Swedish Krona shall exceed the Swedish Krona Sublimit, then, in each case, the Borrower shall, within five (5) Business Days of such occurrence pay the amount of such excess to the Agent for the respective accounts of the Revolving Credit Lenders for application to the Revolving Credit Loans denominated in the applicable Alternative Currencies, together with any additional amounts payable pursuant to §4.7. (b) For purposes of determining compliance with §3.2(a) and the covenants set forth in §9, the Outstanding amount of the Revolving Credit Loans and the Letters of Credit Liabilities which are denominated in Alternative Currencies shall be re-determined on the Revaluation Date occurring on the last calendar day of each calendar month prior to the Revolving Credit Maturity Date based on the Dollar Equivalent of the aggregate outstanding principal amount of such Revolving Credit Loans and Letter of Credit Liabilities (determined as of such day prior to 11:00 a.m. Cleveland, Ohio time). If, as a result of such re-determination, a prepayment of such Revolving Credit Loans shall be required under §3.2(a), the Agent shall promptly notify the Lenders and the Borrower thereof and Borrower shall within five (5) Business Days of receiving such notice from Agent make a prepayment of such Revolving Credit Loans to the extent required to eliminate such excess. (ii) Immediately upon receipt by any Borrower of proceeds of any asset disposition (excluding proceeds of asset dispositions permitted by Section 6.8 (a)) or any sale of Stock of any Subsidiary of any --------------- Borrower, Borrowers shall prepay the Loans in an amount equal to all such proceeds, net of (A) commissions and other reasonable and customary transaction costs, fees and expenses properly attributable to such transaction and payable by Borrowers in connection therewith (in each case, paid to non-Affiliates), (B) transfer taxes, (C) amounts payable to holders of senior Liens (to the extent such Liens constitute Permitted Encumbrances hereunder), if any, and (D) an appropriate reserve for income taxes in accordance with GAAP in connection therewith. Any such prepayment shall be applied in accordance with Section ------- 1.3(c). ------ (iii) If any Borrower issues Stock in a primary offering of its own shares for cash, no later than the first Business Day following the date of receipt of the proceeds thereof, the issuing Borrower shall prepay the Loans in an amount equal to the lesser of (A) all such proceeds, net of underwriting discounts and commissions and other reasonable costs paid to non-Affiliates in connection therewith; or (B) the maximum amount payable under §3.2(aSection 1.3(b).. Any such prepayment shall be applied in accordance with Section 1.3(b). -------------- (iv) [Intentionally Reserved]

Mandatory Prepayments. (a) If at any time (i) the sum of the aggregate outstanding principal amount balances of the Revolving Credit Loans, the Swing Loans and the Letter of Credit Liabilities Loan exceeds the Total Revolving Credit Commitment, (ii) the sum of the aggregate outstanding principal amount of the Revolving Credit Loans, the Term Loans, the Swing Loans and the Letter of Credit Liabilities exceeds the Total Commitment; provided that, for purposes of this §3.2(a)(ii), the Revaluation Date for purposes of determining the Dollar Equivalent of any amount of Term Loans, or of the portion of the Total Commitment consisting of Term Loan Commitments, shall be deemed to be the Revaluation Date determined upon the incurrence of such Term Loans or Term Loan Commitments, as the case may be, pursuant to clause (a) of the definition of Revaluation Date, or (iii) the sum lesser of (A) the aggregate outstanding principal amount of the Revolving Credit Loans, the Term Loans, the Swing Loans and the Letter of Credit Liabilities, Maximum Amount and (B) the Borrowing Base, Borrower shall immediately repay the aggregate amount of all other Unsecured Indebtedness of REIT and its Subsidiaries causes a violation outstanding Revolving Credit Advances to the extent required to eliminate such excess. If any such excess remains after repayment in full of the covenants aggregate outstanding Revolving Credit Advances, Borrower shall provide cash collateral for the Letter of Credit Obligations in the manner set forth in §§9.3 or 9.4, then the Borrower shall, within five (5) Business Days of such occurrence pay the amount of such excess Annex B to the Agent for extent required to eliminate such excess. Notwithstanding the respective accounts foregoing, any Overadvance made pursuant to Section 1.1(a)(iii) shall be repaid in accordance with Section 1.1(a)(iii). Immediately upon receipt by any Credit Party of the Revolving Credit Lenders proceeds of any asset disposition (in the case including condemnation proceeds, but excluding proceeds of clause (iasset dispositions permitted by Section 6.8(a)) or any sale of Stock of any Subsidiary of any Credit Party, Borrower shall prepay the Loans in an amount equal to all such proceeds, net of the Lenders (A) commissions and other reasonable and customary transaction costs, fees and expenses properly attributable to such transaction and payable to such Credit Party in connection therewith (in the case of clauses each case, paid to non-Affiliates), (iiB) transfer taxes, goods and (iii))services taxes and sales taxes, as applicable, for application (C) amounts payable to holders of senior Liens (to the Revolving Credit Loans and Term Loans as provided in §3.4extent such Liens constitute Permitted Encumbrances hereunder), together with any additional amounts payable pursuant to §4.7if any, and deposit (D) 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). The following shall not be subject to mandatory prepayment under this clause (ii): (1) proceeds of sales of inventory in the Collateral Account ordinary course of business; and pledge to Agent cash (2) asset disposition proceeds of less than Cdn. $300,000 or the Equivalent Amount thereof, in the aggregate, during any additional amount necessary to secure Fiscal Year, provided that upon such payment and after giving effect thereto (x) no Default or Event of Default has occurred and is continuing or would result and (y) Borrower shall have Borrowing Availability of at least Cdn. $150,000. If any Credit Party issues Stock or debt securities, then no later than the Outstanding Letter Business Day following the date of Credit Liabilities, except that the amount of any Swing Loans shall be paid solely to the Swing Loan Lender. Without limiting the foregoing, if at any time (W) the Dollar Equivalent receipt of the outstanding principal amount of all Alternative Currency Loans proceeds thereof, Borrower shall exceed the Non-U.S. Dollar Sublimit, (X) the Dollar Equivalent of the outstanding principal amount of all Revolving Credit Loans denominated in Swiss Francs shall exceed the Swiss Francs Sublimit, (Y) the Dollar Equivalent of the outstanding principal amount of all Revolving Credit Loans denominated in Norwegian Krone shall exceed the Norwegian Krone Sublimit, or (Z) the Dollar Equivalent of the outstanding principal amount of all Revolving Credit Loans denominated in Swedish Krona shall exceed the Swedish Krona Sublimit, then, in each case, the Borrower shall, within five (5) Business Days of such occurrence pay the amount of such excess to the Agent for the respective accounts of prepay the Revolving Credit Lenders for application to the Revolving Credit Loans denominated in the applicable Alternative Currencies, together with any additional amounts payable pursuant to §4.7. Loan (b) For purposes of determining compliance with §3.2(a) and the covenants set forth in §9, the Outstanding amount of the Revolving Credit Loans and the cash collateralize Letters of Credit Liabilities which are denominated Obligations) in Alternative Currencies an amount equal to all such proceeds, net of underwriting discounts and commissions and other reasonable costs paid to non-Affiliates in connection therewith. Any such prepayment shall be re-determined on the Revaluation Date occurring on the last calendar day of each calendar month prior to the Revolving Credit Maturity Date based on the Dollar Equivalent of the aggregate outstanding principal amount of such Revolving Credit Loans and Letter of Credit Liabilities (determined as of such day prior to 11:00 a.m. Cleveland, Ohio time). If, as a result of such re-determination, a prepayment of such Revolving Credit Loans shall be required under §3.2(a), the Agent shall promptly notify the Lenders and the Borrower thereof and Borrower shall within five (5) Business Days of receiving such notice from Agent make a prepayment of such Revolving Credit Loans to the extent required under §3.2(aapplied in accordance with Section 1.3(c).

Mandatory Prepayments. (ai) If at any time (i) the sum of the aggregate outstanding principal amount balances of the Revolving Credit Loans, Loan and the Swing Loans and Line Loan exceed the Letter of Credit Liabilities exceeds the Total Revolving Credit Commitment, (ii) the sum of the aggregate outstanding principal amount of the Revolving Credit Loans, the Term Loans, the Swing Loans and the Letter of Credit Liabilities exceeds the Total Commitment; provided that, for purposes of this §3.2(a)(ii), the Revaluation Date for purposes of determining the Dollar Equivalent of any amount of Term Loans, or of the portion of the Total Commitment consisting of Term Loan Commitments, shall be deemed to be the Revaluation Date determined upon the incurrence of such Term Loans or Term Loan Commitments, as the case may be, pursuant to clause (a) of the definition of Revaluation Date, or (iii) the sum lesser of (A) the aggregate outstanding principal amount of the Revolving Credit Loans, the Term Loans, the Swing Loans and the Letter of Credit Liabilities, Maximum Amount and (B) the Aggregate Borrowing Base, in each case, minus $2,000,000, Borrowers shall immediately repay the aggregate amount of all other Unsecured Indebtedness of REIT and its Subsidiaries causes a violation outstanding Revolving Credit Advances to the extent required to eliminate such excess. If any such excess remains after repayment in full of the covenants aggregate outstanding Revolving Credit Advances, Borrowers shall provide cash collateral for the Letter of Credit Obligations in the manner set forth in §§9.3 or 9.4Annex B to the extent required to eliminate such excess. Furthermore, then if, at any time, the outstanding balance of the Revolving Loan of any Borrower shallexceeds that Borrower's separate Borrowing Base less the outstanding balance of the Swing Line Loan of that Borrower, within five (5) Business Days of such occurrence pay the applicable 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 foregoing, any Overadvance made pursuant to the Agent for the respective accounts of the Revolving Credit Lenders (in the case of clause (i)Section 1.1(a)(iii) or all of the Lenders (in the case of clauses shall be repaid only on demand. (ii) and (iii)), as applicable, for application to the Revolving Credit Loans and Term Loans as provided in §3.4, together with Immediately upon receipt by any additional amounts payable pursuant to §4.7, and deposit in the Collateral Account and pledge to Agent cash in Borrower or any additional amount necessary to secure the Outstanding Letter Subsidiary thereof of Credit Liabilities, except that the amount proceeds of any Swing asset disposition (excluding proceeds of asset dispositions permitted by Section 6.8 or to be invested in substitute Collateral with the approval of Agent) or any sale of Stock of any Subsidiary of any Credit Party, such Borrower shall prepay the Loans shall be paid solely in an amount equal to the Swing Loan Lender. Without limiting the foregoingall such proceeds, if at any time net of (WA) the Dollar Equivalent of the outstanding principal amount of all Alternative Currency Loans shall exceed the Non-U.S. Dollar Sublimitcommissions and other reasonable and customary transaction costs, fees and expenses properly attributable to such transaction and payable by Borrowers in connection therewith (X) the Dollar Equivalent of the outstanding principal amount of all Revolving Credit Loans denominated in Swiss Francs shall exceed the Swiss Francs Sublimit, (Y) the Dollar Equivalent of the outstanding principal amount of all Revolving Credit Loans denominated in Norwegian Krone shall exceed the Norwegian Krone Sublimit, or (Z) the Dollar Equivalent of the outstanding principal amount of all Revolving Credit Loans denominated in Swedish Krona shall exceed the Swedish Krona Sublimit, then, in each case, the Borrower shallpaid to non-Affiliates), within five (5B) Business Days transfer taxes, (C) amounts payable to holders of such occurrence pay the amount of such excess senior Liens (to the Agent extent such Liens constitute Permitted Encumbrances hereunder), if any, and (D) an appropriate reserve for the respective accounts of the Revolving Credit Lenders for application to the Revolving Credit Loans denominated income taxes in the applicable Alternative Currencies, together accordance with any additional amounts payable pursuant to §4.7GAAP in connection therewith. Any such prepayment shall be applied in accordance with Section 1.3(c). (biii) For purposes If any Credit Party or any subsidiary of determining compliance any Credit Party issues Stock or debt securities (other than debt securities issued in accordance with §3.2(athe terms of Section 6.3), no later than the Business Day following the date of receipt of the proceeds thereof, the issuing 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. Any such prepayment shall be applied in accordance with Section 1.3(c). (iv) Until the Termination Date, Borrowers shall prepay the Obligations on the date that is 10 days after the earlier of (A) the date on which Borrowers' annual audited Financial Statements for the immediately preceding Fiscal Year are delivered pursuant to Annex E or (B) the date on which such annual audited Financial Statements were required to be delivered pursuant to Annex E, in (i) with respect to Fiscal Year ended October 31, 2002, an amount equal to fifty percent (50%) of Excess Cash Flow for the period beginning July 1, 2002 through October 31, 2002 and (ii) with respect to each other Fiscal Year, an amount equal to fifty percent (50%) of Excess Cash Flow for the immediately preceding Fiscal Year; provided, that no such prepayment shall be made until such time that, both before and after giving effect to such prepayment, Borrowing Availability is greater than $2,000,000. Any prepayments from Excess Cash Flow paid pursuant to this clause (iv) shall be allocated to each Borrower's Obligations based upon such Borrower's relative contribution to Excess Cash Flow and shall be applied in accordance with Section 1.3(e). Each such prepayment shall be accompanied by a certificate signed by Borrower Representative's chief financial officer certifying the manner in which Excess Cash Flow, the resulting prepayment, and the covenants set forth in §9method of allocation to each Borrower's Obligations were calculated, the Outstanding amount of the Revolving Credit Loans and the Letters of Credit Liabilities which are denominated in Alternative Currencies certificate shall be re-determined on the Revaluation Date occurring on the last calendar day of each calendar month prior in form and substance reasonably satisfactory to the Revolving Credit Maturity Date based on the Dollar Equivalent of the aggregate outstanding principal amount of such Revolving Credit Loans and Letter of Credit Liabilities (determined as of such day prior to 11:00 a.m. Cleveland, Ohio time). If, as a result of such re-determination, a prepayment of such Revolving Credit Loans shall be required under §3.2(a), the Agent shall promptly notify the Lenders and the Borrower thereof and Borrower shall within five (5) Business Days of receiving such notice from Agent make a prepayment of such Revolving Credit Loans to the extent required under §3.2(a)Agent.

Mandatory Prepayments. (ai) If at any time (i) the sum of the aggregate outstanding principal amount balances of the Revolving Credit Loans, Loan and the Swing Loans and Line Loan exceed the Letter of Credit Liabilities exceeds the Total Revolving Credit Commitment, (ii) the sum of the aggregate outstanding principal amount of the Revolving Credit Loans, the Term Loans, the Swing Loans and the Letter of Credit Liabilities exceeds the Total Commitment; provided that, for purposes of this §3.2(a)(ii), the Revaluation Date for purposes of determining the Dollar Equivalent of any amount of Term Loans, or of the portion of the Total Commitment consisting of Term Loan Commitments, shall be deemed to be the Revaluation Date determined upon the incurrence of such Term Loans or Term Loan Commitments, as the case may be, pursuant to clause (a) of the definition of Revaluation Date, or (iii) the sum lesser of (A) the aggregate outstanding principal amount of the Revolving Credit Loans, the Term Loans, the Swing Loans and the Letter of Credit Liabilities, Maximum Amount and (B) the Borrowing Base, Borrower shall immediately repay the aggregate amount of all other Unsecured Indebtedness of REIT and its Subsidiaries causes a violation outstanding Revolving Credit Advances to the extent required to eliminate such excess. If any such excess remains after repayment in full of the covenants aggregate outstanding Revolving Credit Advances, Borrower shall provide cash collateral for the Letter of Credit Obligations in the manner set forth in §§9.3 or 9.4, then the Borrower shall, within five (5) Business Days of such occurrence pay the amount of such excess Annex B to the Agent for the respective accounts of the Revolving Credit Lenders (in the case of clause (i)) or all of the Lenders (in the case of clauses extent required to eliminate such excess. (ii) and Immediately upon receipt by any Credit Party of any proceeds of any asset disposition (iii)excluding proceeds of asset dispositions permitted by Section 6.8(a), as applicable, for application to the Revolving Credit Loans and Term Loans as provided in §3.4, together with but including any additional amounts payable pursuant to §4.7, and deposit in the Collateral Account and pledge to Agent cash in any additional amount necessary to secure the Outstanding Letter sale of Credit Liabilities, except that the amount Stock of any Swing Subsidiary of any Credit Party, Borrower shall prepay the Loans shall be paid solely in an amount equal to the Swing Loan Lender. Without limiting the foregoingall such proceeds, if at any time net of (WA) the Dollar Equivalent of the outstanding principal amount of all Alternative Currency Loans shall exceed the Non-U.S. Dollar Sublimitcommissions and other reasonable and customary transaction costs, fees and expenses properly attributable to such transaction and payable by Borrower in connection therewith (X) the Dollar Equivalent of the outstanding principal amount of all Revolving Credit Loans denominated in Swiss Francs shall exceed the Swiss Francs Sublimit, (Y) the Dollar Equivalent of the outstanding principal amount of all Revolving Credit Loans denominated in Norwegian Krone shall exceed the Norwegian Krone Sublimit, or (Z) the Dollar Equivalent of the outstanding principal amount of all Revolving Credit Loans denominated in Swedish Krona shall exceed the Swedish Krona Sublimit, then, in each case, the Borrower shallpaid to non-Affiliates), within five (5B) Business Days transfer taxes, (C) amounts payable to holders of such occurrence pay the amount of such excess senior Liens (to the Agent extent such Liens constitute Permitted Encumbrances hereunder), if any, and (D) an appropriate reserve for the respective accounts of the Revolving Credit Lenders for application to the Revolving Credit Loans denominated income taxes in the applicable Alternative Currencies, together accordance with any additional amounts payable pursuant to §4.7GAAP in connection therewith. Any such prepayment shall be applied in accordance with Section 1.3(c). (biii) For purposes If Borrower issues Stock, no later than the Business Day following the date of determining compliance with §3.2(a) and the covenants set forth in §9, the Outstanding amount receipt of the Revolving Credit proceeds thereof, Borrower shall prepay the Loans in an amount equal to all such proceeds, net of underwriting discounts and the Letters of Credit Liabilities which are denominated commissions and other reasonable costs paid to non-Affiliates in Alternative Currencies connection therewith. Any such prepayment shall be re-determined on the Revaluation Date occurring on the last calendar day of each calendar month prior to the Revolving Credit Maturity Date based on the Dollar Equivalent of the aggregate outstanding principal amount of such Revolving Credit Loans and Letter of Credit Liabilities (determined as of such day prior to 11:00 a.m. Cleveland, Ohio time). If, as a result of such re-determination, a prepayment of such Revolving Credit Loans shall be required under §3.2(a), the Agent shall promptly notify the Lenders and the Borrower thereof and Borrower shall within five (5) Business Days of receiving such notice from Agent make a prepayment of such Revolving Credit Loans to the extent required under §3.2(aapplied in accordance with Section 1.3(c).

Mandatory Prepayments. (a) If at any time (i) the sum of the aggregate outstanding principal amount of the Revolving Credit Loans, the Swing Loans and the Letter of Credit Liabilities exceeds the Total Revolving Credit Commitment, (ii) the sum of the aggregate outstanding principal amount of the Revolving Credit Loans, the Term Loans, the Swing Loans and the Letter of Credit Liabilities exceeds the Total Commitment; provided that, for purposes of this §3.2(a)(ii), the Revaluation Date for purposes of determining the Dollar Equivalent of any amount of Term Loans, or of the portion of the Total Commitment consisting of Term Loan Commitments, shall be deemed to be the Revaluation Date determined upon the incurrence of such Term Loans or Term Loan Commitments, as the case may be, pursuant to clause (a) of the definition of Revaluation Date, or (iii) the sum of (A) the aggregate outstanding principal amount of the Revolving Credit Loans, the Term Loans, the Swing Loans and the Letter of Credit Liabilities, and (B) the aggregate amount of all other Unsecured Indebtedness of REIT and its Subsidiaries causes a violation of the covenants set forth in §§9.3 or 9.4, then the Borrower shall, within five (5) Business Days of such occurrence pay the amount of such excess to the Agent for the respective accounts of the Revolving Credit Lenders (in the case of clause (i)) or all of the Lenders (in the case of clauses (ii) and (iii)), as applicable, for application to the Revolving Credit Loans and Term Loans as provided in §3.4, together with any additional amounts payable pursuant to §4.7, and deposit in the Collateral Account and pledge to Agent cash in any additional amount necessary to secure the Outstanding Letter of Credit Liabilities, except that the amount of any Swing Loans shall be paid solely to the Swing Loan Lender. Without limiting the foregoing, if at any time (W) the Dollar Equivalent of the outstanding principal amount of all Alternative Currency Loans shall exceed the Non-U.S. Dollar Sublimit, (X) the Dollar Equivalent of the outstanding principal amount of all Revolving Credit Loans denominated in Swiss Francs shall exceed the Swiss Francs Sublimit, (Y) the Dollar Equivalent of the outstanding principal amount of all Revolving Credit Loans denominated in Norwegian Krone shall exceed the Norwegian Krone Sublimit, or (Z) the Dollar Equivalent of the outstanding principal amount of all Revolving Credit Loans denominated in Swedish Krona shall exceed the Swedish Krona Sublimit, then, in each case, the Borrower shall, within five (5) Business Days of such occurrence pay the amount of such excess to the Agent for the respective accounts of the Revolving Credit Lenders for application to the Revolving Credit Loans denominated in the applicable Alternative Currencies, together with any additional amounts payable pursuant to §4.7. (b) For purposes of determining compliance with §3.2(a) and the covenants set forth in §9, the Outstanding amount of the Revolving Credit Loans and the Letters of Credit Liabilities which are denominated in Alternative Currencies shall be re-determined on the Revaluation Date occurring on the last calendar day of each calendar month prior to the Revolving Credit Maturity Date based on the Dollar Equivalent of the aggregate outstanding principal amount of such Revolving Credit Loans and Letter of Credit Liabilities (determined as of such day prior to 11:00 a.m. Cleveland, Ohio time). If, as a result of such re-determination, a prepayment of such Revolving Credit Loans shall be required under §3.2(a), the Agent shall promptly notify the Lenders and the Borrower thereof and Borrower shall within five (5) Business Days of receiving such notice from Agent make a prepayment of --------------------- the Revolving Loans upon the occurrence of any of the following (each a "Mandatory Prepayment Event") at the following times and in the following -------------------------- amounts (such Revolving Credit Loans applicable amounts being referred to as "Designated Proceeds"): ------------------- (i) Concurrently with the receipt by Borrower of any Net Cash Proceeds from any Asset Sale, in an amount equal to 100% of such Net Cash Proceeds to the extent required under §3.2(anot reinvested in accordance with the terms of Section 8.1 hereof. ----------- (ii) Concurrently with the receipt by Borrower of any Net Cash Proceeds from any issuance of equity securities of Borrower (excluding (x) any issuance of shares of capital stock pursuant to any employee or director stock option program, benefit plan or compensation program and (y) any issuance by a Subsidiary to Borrower or another Subsidiary), in an amount equal to 100% of such Net Cash Proceeds. (iii) Concurrently with the receipt by Borrower of any Net Cash Proceeds from any issuance of any Indebtedness or permitted issuance of equity of Borrower in an amount equal to 100% of such Net Cash Proceeds. Notwithstanding the foregoing, neither the occurrence of a Mandatory Prepayment Event nor the prepayment of Designated Proceeds pursuant thereto shall in and of itself, result in a reduction of the Commitment.

Mandatory Prepayments. (a) If at Subject to the provisions of paragraphs (c), (d) and (e) below, following any time issuance of debt obligations of Intermediate Holding or any of its Subsidiaries (i) the sum other than Indebtedness of Intermediate Holding or any of its Subsidiaries 42 permitted to be issued under subsection 13.2), an amount equal to 100% of the aggregate net proceeds of such debt issuance shall, unless the Company and the Required Application Lenders otherwise agree, be applied by the Company in the following order of priority, except as such order of priority may be modified by agreement of the Company and the Required Application Lenders: first, to the ratable prepayment of the Term Loans (in the manner set forth in subsection 8.6(c)) and, if so required by the applicable Incremental Facility Activation Notice(s), the Incremental Revolving Loans (with any such prepayments of Incremental Revolving Loans permanently reducing the applicable Incremental Revolving Loan Commitments in the amount thereof) and second, to permanently reduce the Revolving Credit Commitments in the manner set forth in subsection 8.4(a) (and, to the extent that the Aggregate Revolving Credit Extensions of Credit plus the then outstanding principal amount of the Revolving Credit Loans, the Swing Line Loans and the Letter of Credit Liabilities exceeds the Total Revolving Credit Commitment, (ii) the sum of the aggregate outstanding principal amount of exceed the Revolving Credit LoansCommitments as so reduced, the Term Loans, the Swing Loans and the Letter of Credit Liabilities exceeds the Total Commitment; provided that, for purposes of this §3.2(a)(ii), the Revaluation Date for purposes of determining the Dollar Equivalent of any amount of Term Loans, or of the portion of the Total Commitment consisting of Term Loan Commitments, such net proceeds shall be deemed to be the Revaluation Date determined upon the incurrence of such Term Loans or Term Loan Commitments, as the case may be, pursuant to clause (a) of the definition of Revaluation Date, or (iii) the sum of (A) the aggregate outstanding principal amount of the Revolving Credit Loans, the Term Loans, the Swing Loans and the Letter of Credit Liabilities, and (B) the aggregate amount of all other Unsecured Indebtedness of REIT and its Subsidiaries causes a violation of the covenants set forth in §§9.3 or 9.4, then the Borrower shall, within five (5) Business Days of such occurrence pay the amount of such excess applied to the Agent for the respective accounts of the Revolving Credit Lenders (in the case of clause (i)) or all of the Lenders (in the case of clauses (ii) and (iii)), as applicable, for application to the Revolving Credit Loans and Term Loans as provided in §3.4, together with any additional amounts payable pursuant to §4.7, and deposit in the Collateral Account and pledge to Agent cash in any additional amount necessary to secure the Outstanding Letter of Credit Liabilities, except that the amount of any Swing Loans shall be paid solely to the Swing Loan Lender. Without limiting the foregoing, if at any time (W) the Dollar Equivalent of the outstanding principal amount of all Alternative Currency Loans shall exceed the Non-U.S. Dollar Sublimit, (X) the Dollar Equivalent of the outstanding principal amount of all Revolving Credit Loans denominated in Swiss Francs shall exceed the Swiss Francs Sublimit, (Y) the Dollar Equivalent of the outstanding principal amount of all Revolving Credit Loans denominated in Norwegian Krone shall exceed the Norwegian Krone Sublimit, or (Z) the Dollar Equivalent of the outstanding principal amount of all Revolving Credit Loans denominated in Swedish Krona shall exceed the Swedish Krona Sublimit, then, in each case, the Borrower shall, within five (5) Business Days of such occurrence pay the amount of such excess to the Agent for the respective accounts of the Revolving Credit Lenders for application to the Revolving Credit Loans denominated in the applicable Alternative Currencies, together with any additional amounts payable pursuant to §4.7. (b) For purposes of determining compliance with §3.2(a) and the covenants set forth in §9, the Outstanding amount prepayment of the Revolving Credit Loans and the Swing Line Loans and the cash collateralization of the Letters of Credit Liabilities which are denominated in Alternative Currencies accordance with subsection 8.4 in an amount equal to such excess). (i) Subject to paragraphs (c), (d), (e) and (f) below, following the consummation of any Asset Sale by Intermediate Holding or any of its Subsidiaries, in the case of cash proceeds, and following receipt of cash proceeds representing payments under notes or other securities received in connection with any non-cash consideration obtained in connection with such Asset Sale, an amount equal to 100% of the Net Proceeds of such Asset Sale shall, unless the Company and the Required Application Lenders otherwise agree, be applied by the Company in the following order of priority, except as such order of priority may be modified by agreement of the Company and the Required Application Lenders, FIRST, to the ratable prepayment of the Term Loans (in the manner set forth in subsection 8.6(c)) and, if so required by the applicable Incremental Facility Activation Notice(s), the Incremental Revolving Loans (with any such prepayments of Incremental Revolving Loans permanently reducing the applicable Incremental Revolving Loan Commitments in the amount thereof) and SECOND, to permanently reduce the Revolving Credit Commitments in the manner set forth in subsection 8.4(a) (and, to the extent that the Aggregate Revolving Credit Extensions of Credit exceed the Revolving Credit Commitments as so reduced, such cash proceeds shall be re-determined applied to the prepayment of the Revolving Credit Loans and the cash collateralization of the Letters of Credit in an amount equal to such excess in accordance with subsection 8.4). (ii) Subject to paragraphs (c), (d) and (e) below, if (A) for any fiscal year of Intermediate Holding, commencing with its fiscal year ending on or about December 31, 2003, there shall be Excess Cash Flow for such fiscal year and (B) as of the end of such fiscal year, (I) no Revolving Credit Loans are outstanding, (II) the aggregate amount of cash and Cash Equivalents of Intermediate Holding and its Subsidiaries exceeds $25,000,000 and (III) the ratio of Total Senior Debt as of the last day of such fiscal year to Consolidated EBITDA for such fiscal year is greater than or equal to 4.5 to 1.0, then, on or prior to April 30 of the following fiscal year an amount equal to 50% of such Excess Cash Flow shall be applied, except as otherwise may be agreed by the Company and the Required Application Lenders, FIRST, to repay Revolving Credit Loans until they are repaid to zero (without any permanent reduction in the Revolving Credit Commitments) and, SECOND, to the ratable prepayment of the Term Loans (in the manner set forth in subsection 8.6(c) and, if so required by the applicable Incremental Facility Activation Notice(s), the Incremental Revolving Loans (with any such prepayments of Incremental Revolving Loans permanently reducing the applicable Incremental Revolving Loan Commitments). (c) Partial prepayments of the Term Loans pursuant to subsection 8.5 or 8.6 shall be applied FIRST, to the installments thereof scheduled to be paid during the next twelve months after the date of such prepayment, in the order that such installments are scheduled to be paid, and SECOND, to the remaining installments on a PRO RATA basis. Subject to clause FIRST of the immediately preceding sentence and the fourth succeeding sentence, prepayments applicable to the Tranche A Term Loans, the Tranche B Term Loans and the Incremental Term Loans shall be made on a PRO RATA basis based on the Revaluation Date occurring on aggregate amount of such Term Loans then outstanding. Notwithstanding the last calendar day foregoing, Incremental Term Loans shall be entitled to participate in mandatory prepayments under paragraphs (a) and (b) above and in accordance with the two immediately preceding sentences only if required by the applicable Incremental Facility Activation Notice(s). With respect to any optional prepayment pursuant to subsection 8.5, or, at the option of each calendar month the Company, with respect to any mandatory prepayment pursuant to subsection 8.6, at any time prior to the date of such prepayment, any holder of Tranche B Term Loans or, if permitted by the applicable Incremental Facility Activation Notice(s), Incremental Term Loans and Incremental Revolving Loan Commitments may notify the Company and the Administrative Agent that such holder of Tranche B Term Loans, Incremental Term Loans or Incremental Revolving Loan Commitments elects not to have such prepayment applied to such Tranche B Term Loans or Incremental Term Loans or reduction of Incremental Revolving Loan Commitments pursuant to this subsection 8.6(c). Any such notice given by any such holder of Tranche B Term Loans, Incremental Term Loans or Incremental Revolving Loan Commitments shall become effective on the date three Business Days after the date received by the Company and the Administrative Agent and shall remain in effect until the date three Business Days after the date on which the Company and the Administrative Agent receive a notice of revocation from such holder. If any such holder of a Tranche B Term Loan, Incremental Term Loan or Incremental Revolving Loan Commitments shall have so elected not to have optional prepayments applied to such Tranche B Term Loan, Incremental Term Loan or Incremental Revolving Loan Commitments, the amount of such prepayment or commitment reduction which would have been applied to such Tranche B Term Loans, Incremental Term Loans or Incremental Revolving Loan Commitments shall be instead applied, FIRST, ratably, to the Tranche A Term Loans, SECOND, ratably, to the Tranche B Term Loans and Incremental Term Loans and, if so required by the applicable Incremental Facility Activation Notice(s), the Incremental Revolving Loans (with any such prepayments of Incremental Revolving Loans permanently reducing the applicable Incremental Revolving Loan Commitments in the amount thereof), held by any holder which has not made an election pursuant to this subsection 8.6(c), PRO RATA in accordance with the principal amounts held by such holders, and THIRD, to the other Tranche B Term Loans and Incremental Term Loans and, if so required by the applicable Incremental Facility Activation Notice(s), the Incremental Revolving Loans (with any such prepayments of Incremental Revolving Loans permanently reducing the applicable Incremental Revolving Loan Commitments in the amount thereof), PRO RATA in accordance with the principal amount thereof, and (i) Immediately upon receipt by Intermediate Holding or any of its Subsidiaries of any cash proceeds relating to any Asset Sale or other transaction described in paragraph (a) or (b)(i) above, the Company shall apply such cash proceeds (less the aggregate amount of any reasonable underwriter's commissions and discounts, placement agency fees and expenses, financial advisory fees and expenses, accounting and legal fees and expenses, and other fees and expenses, in each case relating to, and payable at the closing of, the transaction or transactions resulting in such cash proceeds ("CLOSING TRANSACTION FEES")) to prepay the Revolving Credit Maturity Date based Loans (or to the extent there are no Revolving Credit Loans outstanding or the Company would not, as determined by the Company in good faith, be permitted to reborrow Revolving Credit Loans as contemplated in this subsection 8.6(c), such cash proceeds (less Closing Transaction Fees) shall be delivered to the Administrative Agent to be held by it on the Dollar Equivalent behalf of the Lenders until the calculations required to be made pursuant to clause (ii) hereof have been reported to the Administrative Agent) and any such prepaid amounts may not be reborrowed until the calculations required to be made pursuant to clause (ii) hereof have been reported to the Administrative Agent. (ii) Within five days following the receipt by Intermediate Holding or any of its Subsidiaries of such cash proceeds, the Company shall calculate the anticipated net proceeds of any debt issuance or the anticipated amount of Net Proceeds of any Asset Sale and shall report such calculation to the Administrative Agent. (iii) Subject to the terms and conditions hereunder, after the Company has reported such calculations to the Administrative Agent, the Company shall immediately borrow Revolving Credit Loans, or apply from the cash proceeds delivered to the Administrative Agent pursuant to clause (i) of this subsection 8.6(c), in an aggregate outstanding principal amount equal to the lesser of (A) 80% of the anticipated net proceeds of such debt issuance or 80% of the anticipated amount of Net Proceeds of such Asset Sale or (B) 50% of the cash proceeds used to prepay Revolving Credit Loans or delivered to the Administrative Agent pursuant to clause (i) of this subsection 8.6(c), and the proceeds of such Revolving Credit Loans or such application shall immediately be used by the Company to prepay an equal amount of the Term Loans and Incremental Revolving Loans in accordance with this subsection 8.6. (iv) Within 30 days following the receipt by Intermediate Holding or any of its Subsidiaries of such cash proceeds, the Company shall apply an amount equal to (A) 100% of the net proceeds (in the case of a debt issuance) or 100% of the Net Proceeds of an Asset Sale less (B) any amount used to prepay the Term Loans and Incremental Revolving Loans pursuant to clause (iii) hereof, to prepay the Loans and permanently reduce the Incremental Revolving Loan Commitments and the Revolving Credit Commitments in the order set forth in paragraph (a) or (b) above, as applicable, and the Administrative Agent shall remit to the Company the remainder, if any, of any funds delivered to the Administrative Agent pursuant to clause (i) of this subsection 8.6(c) therefor. For purposes of this subsection 8.6(c), the net proceeds of any transaction (other than an Asset Sale) giving rise to a required prepayment shall be determined in accordance with the definition of "Net Proceeds" in subsection 1.1, with appropriate changes. (v) Upon receipt by the Administrative Agent of the amounts required to be paid pursuant to clause (i) of paragraph (b) above from any Asset Sale consisting of the sale of all of the shares of capital stock of any Subsidiary Guarantor (or, upon receipt by the Company or its Subsidiaries of such amounts as are permitted to be retained in accordance with clause (g) of this subsection 8.6), (1) the obligations of such Subsidiary Guarantor under its Guarantee shall automatically be discharged and released without any further action by the Administrative Agent, the Syndication Agents or any Lender, and (2) the Administrative Agent, the Syndication Agents and the Lenders will, upon the request of the Company, execute and deliver any instrument or other document in a form acceptable to the Administrative Agent which may reasonably be required to evidence such discharge and release. (d) Upon receipt by the Administrative Agent of the amounts required to be paid pursuant to clause (i) of paragraph (b) above from any Asset Sale consisting of the sale of shares 45 of capital stock of any Subsidiary Guarantor or any Subsidiary of the Company (or, upon receipt by the Company or its Subsidiaries of such amounts as are permitted to be retained in accordance with clause (e) of this subsection 8.6), (1) the Administrative Agent shall release to the Company, without representation, warranty or recourse, express or implied, those of such shares of capital stock of such Subsidiary Guarantor or Subsidiary held by it as Pledged Stock (as defined in the Company Pledge Agreement) and (2) the Administrative Agent, the Syndication Agents and the Lenders will, upon the request of the Company, execute and deliver any instrument or other document in a form acceptable to the Administrative Agent which may reasonably be required to evidence such release. (e) Notwithstanding anything to the contrary contained in this subsection 8.6, so long as no Default or Event of Default has occurred or is continuing or would result therefrom, the Company may elect, by notice to the Administrative Agent, to retain, without compliance with respect thereto with any of the provisions of this subsection 8.6, up to $30,000,000 in the aggregate of (i) net proceeds from debt issuances and (ii) Net Proceeds from Asset Sales occurring after the Closing Date which the Company would otherwise be required to apply to prepayment of the Term Loans and the reduction of the Incremental Revolving Loan Commitments and Revolving Credit Commitments, and the Term Loans need not be prepaid nor the Incremental Revolving Loan Commitments and Revolving Credit Commitments reduced by such amount. (f) The Company shall give the Administrative Agent (which shall promptly notify each Lender) notice as specified in subsection 8.5 of each prepayment pursuant to subsection 8.5 setting forth the date and amount thereof. Prepayments of Eurodollar Loans pursuant to this subsection 8.6, if not on the last day of the Interest Period with respect thereto, shall, at the Company's option, as long as no Default or Event of Default has occurred and is continuing, be prepaid subject to the provisions of subsection 8.21 or such prepayment (after application to any ABR Loans, in the case of prepayments by the Company) shall be deposited with the Administrative Agent as cash collateral for such Eurodollar Loans on terms reasonably satisfactory to the Administrative Agent and thereafter shall be applied to the prepayment of the Eurodollar Loans on the last day of the respective Interest Periods for such Eurodollar Loans next ending most closely to the date of receipt of such Net Proceeds. After such application, unless a Default or an Event of Default shall have occurred and be continuing, any remaining interest earned on such cash collateral shall be paid to the Company. (g) Upon the Revolving Credit Termination Date the Company shall, with respect to each then outstanding Letter of Credit, if any, either (i) cause such Letter of Credit Liabilities to be cancelled without such Letter of Credit being drawn upon or (determined as ii) collateralize the Revolving L/C Obligations with respect to such Letter of Credit with a letter of credit issued by banks or a bank satisfactory to the Administrative Agent on terms satisfactory to the Administrative Agent. (h) Upon consummation by the Company or any Subsidiary of a Permitted Minority Interest Transfer, (i) the Administrative Agent shall release to the Company, without representation, warranty or recourse, those shares of capital stock of the Subsidiary that are the subject of such day prior to 11:00 a.m. ClevelandPermitted Minority Interest Transfer as permitted in clauses (1) and (2) of subsection 8.6(f) and shall release any Pledged Note theretofore pledged, Ohio time). IfPROVIDED that the conditions set forth in clause (a)(iii) and (iv) of the definition of Permitted Minority Interest Subsidiaries shall have been satisfied, as a result and (ii) if such Subsidiary whose shares are the subject of such re-determination, a prepayment of such Revolving Credit Loans shall be required under §3.2(a), the Agent shall promptly notify the Lenders and the Borrower thereof and Borrower shall within five (5) Business Days of receiving such notice from Agent make a prepayment of such Revolving Credit Loans to the extent required under §3.2(a).Permitted Minority

Mandatory Prepayments. (a) If at any time (i) If on any day on which the sum Revolving Commitment is reduced pursuant to Section 6.1 the Revolving Outstandings exceeds the Revolving Commitment minus the outstanding amount of any loans advanced pursuant to Section 6.1.2 of the aggregate outstanding principal amount Existing Bank Credit Agreement to fund Unfunded 2006 Advances that have not been purchased by the Lenders pursuant to 10.1(c) of the Revolving Credit LoansWaiver and Omnibus Amendment Agreement, the Swing Company shall immediately prepay Revolving Loans and the Letter of Credit Liabilities exceeds the Total Revolving Credit Commitment, in an amount sufficient to eliminate such excess. (ii) the sum of the aggregate outstanding principal amount of If on any day on which the Revolving Credit Loans, the Term Loans, the Swing Loans and the Letter of Credit Liabilities Outstandings exceeds the Total Commitment; provided that, for purposes of this §3.2(a)(ii), the Revaluation Date for purposes of determining the Dollar Equivalent of any an amount of Term Loans, or of the portion of the Total Commitment consisting of Term Loan Commitments, shall be deemed equal to be the Revaluation Date determined upon the incurrence of such Term Loans or Term Loan Commitments, as the case may be, pursuant to clause (a) of the definition of Revaluation Date, or (iiix) the sum lesser of (A) the aggregate outstanding principal amount of the Revolving Credit Loans, the Term Loans, the Swing Loans and the Letter of Credit Liabilities, and Commitment or (B) the aggregate Revolving Availability, minus (y) the outstanding amount of all other Unsecured Indebtedness of REIT and its Subsidiaries causes a violation any loans advanced pursuant to Section 6.1.2 of the covenants set forth Existing Bank Credit Agreement to fund Unfunded 2006 Advances that have not been purchased by the Lenders pursuant to 10.1(c) of the Waiver and Omnibus Amendment Agreement, the Company shall immediately prepay Revolving Loans in §§9.3 or 9.4an amount sufficient to eliminate such excess. (iii) If on any day the Revolving Outstandings exceed the Lenders’ Superpriority Pro Rata Share of the Superpriority Loan Advances outstanding on such date, then the Borrower shallCompany shall immediately prepay Revolving Loans in an amount sufficient to eliminate such excess; provided, within five however, if the Lenders funded any Excess Amount under Section 12.2.3 and the Stated Amount of any 2006 Letter of Credit is subsequently reduced, the Company shall prepay Revolving Loans in an amount equal to the lesser of (5x) Business Days of such occurrence pay the amount of such excess to the Agent for the respective accounts of the Revolving Credit Lenders (in the case of clause (i)) or all of the Lenders (in the case of clauses (ii) Excess Amount so funded and (iii)), as applicable, for application to y) the Revolving Credit Loans and Term Loans as provided in §3.4, together with any additional amounts payable pursuant to §4.7, and deposit in amount by which the Collateral Account and pledge to Agent cash in any additional amount necessary to secure the Outstanding Stated Amount of such 2006 Letter of Credit Liabilities, except that the amount of any Swing Loans shall be paid solely to the Swing Loan Lender. Without limiting the foregoing, if at any time (W) the Dollar Equivalent of the outstanding principal amount of all Alternative Currency Loans shall exceed the Non-U.S. Dollar Sublimit, (X) the Dollar Equivalent of the outstanding principal amount of all Revolving Credit Loans denominated in Swiss Francs shall exceed the Swiss Francs Sublimit, (Y) the Dollar Equivalent of the outstanding principal amount of all Revolving Credit Loans denominated in Norwegian Krone shall exceed the Norwegian Krone Sublimit, or (Z) the Dollar Equivalent of the outstanding principal amount of all Revolving Credit Loans denominated in Swedish Krona shall exceed the Swedish Krona Sublimit, then, in each case, the Borrower shall, within five (5) Business Days of such occurrence pay the amount of such excess to the Agent for the respective accounts of the Revolving Credit Lenders for application to the Revolving Credit Loans denominated in the applicable Alternative Currencies, together with any additional amounts payable pursuant to §4.7is reduced. (b) For purposes of determining compliance with §3.2(a) and the covenants set forth in §9, the Outstanding amount of the Revolving Credit Loans and the Letters of Credit Liabilities which are denominated in Alternative Currencies shall be re-determined on the Revaluation Date occurring on the last calendar day of each calendar month prior to the Revolving Credit Maturity Date based on the Dollar Equivalent of the aggregate outstanding principal amount of such Revolving Credit Loans and Letter of Credit Liabilities (determined as of such day prior to 11:00 a.m. Cleveland, Ohio time). If, as a result of such re-determination, a prepayment of such Revolving Credit Loans shall be required under §3.2(a), the Agent shall promptly notify the Lenders and the Borrower thereof and Borrower shall within five (5) Business Days of receiving such notice from Agent make a prepayment of such Revolving Credit Loans to the extent required under §3.2(a).

Mandatory Prepayments. (a) If at any time (i) the sum of the aggregate outstanding principal amount of the Revolving Credit Loans, the Swing Loans and the Letter of Credit Liabilities exceeds the Total Revolving Credit Commitment, (ii) the sum of the aggregate outstanding principal amount of the Revolving Credit Loans, the Term Loans, the Swing Loans and the Letter of Credit Liabilities exceeds the Total Commitment; provided that, for purposes of this §3.2(a)(ii), the Revaluation Date for purposes of determining the Dollar Equivalent of any amount of Term Loans, or of the portion of the Total Commitment consisting of Term Loan Commitments, shall be deemed to be the Revaluation Date determined upon the incurrence of such Term Loans or Term Loan Commitments, as the case may be, pursuant to clause (a) of the definition of Revaluation Date, or (iii) the sum of (A) the aggregate outstanding principal amount of the Revolving Credit Loans, the Term Loans, the Swing Loans and the Letter of Credit Liabilities, and (B) the aggregate amount of all other Unsecured Indebtedness of REIT and its Subsidiaries causes a violation of the covenants set forth in §§9.3 or §9.4, then the Borrower shall, within five (5) Business Days of such occurrence pay the amount of such excess to the Agent for the respective accounts of the Revolving Credit Lenders (in the case of clause (i)) or all of the Lenders (in the case of clauses (ii) and (iii)), as applicable, for application to the Revolving Credit Loans and Term Loans as provided in §3.4, together with any additional amounts payable pursuant to §4.7, and deposit in the Collateral Account and pledge to Agent cash in any additional amount necessary to secure the Outstanding Letter of Credit Liabilities, except that the amount of any Swing Loans shall be paid solely to the Swing Loan Lender. Without limiting the foregoing, if at any time (WX) the Dollar Equivalent of the outstanding principal amount of all Alternative Currency Loans shall exceed the Non-U.S. Dollar Sublimit, or (XY) the Dollar Equivalent of the outstanding principal amount of all Revolving Credit Loans denominated in Swiss Francs shall exceed the Swiss Francs Sublimit, (Y) the Dollar Equivalent of the outstanding principal amount of all Revolving Credit Loans denominated in Norwegian Krone shall exceed the Norwegian Krone Sublimit, or (Z) the Dollar Equivalent of the outstanding principal amount of all Revolving Credit Loans denominated in Swedish Krona shall exceed the Swedish Krona Sublimit, then, in each case, the Borrower shall, within five (5) Business Days of such occurrence pay the amount of such excess to the Agent for the respective accounts of the Revolving Credit Lenders for application to the Revolving Credit Loans denominated in the applicable Alternative Currencies, together with any additional amounts payable pursuant to §4.7. (b) For purposes of determining compliance with §3.2(a) and the covenants set forth in §9, the Outstanding amount of the Revolving Credit Loans and the Letters of Credit Liabilities which are denominated in Alternative Currencies shall be re-determined on the Revaluation Date occurring on the last calendar day of each calendar month prior to the Revolving Credit Maturity Date based on the Dollar Equivalent of the aggregate outstanding principal amount of such Revolving Credit Loans and Letter of Credit Liabilities (determined as of such day prior to 11:00 10:00 a.m. Cleveland, Ohio Chicago time). If, as a result of such re-determination, a prepayment of such Revolving Credit Loans shall be required under §3.2(a), the Agent shall promptly notify the Lenders and the Borrower thereof and Borrower shall within five (5) Business Days of receiving such notice from Agent make a prepayment of such Revolving Credit Loans to the extent required under §3.2(a).

Mandatory Prepayments. (ai) If at any time (i) the sum of the aggregate outstanding principal amount of the Revolving Credit LoansLoan exceeds Borrowing Availability then in effect, the Swing Loans and Borrower shall repay (no later than one (1) Business Day after written notice from the Letter of Credit Liabilities exceeds Administrative Agent to the Total Revolving Credit Commitment, Borrower) the aggregate outstanding Advances to the extent required to eliminate such excess. (ii) Within five (5) Business Days following receipt by the sum Borrower or any of its Restricted Subsidiaries of Net Cash Proceeds of any asset disposition (including any disposition of Stock of any Restricted Subsidiary) outside of the ordinary course of business, Net Cash Proceeds of casualty insurance relating to any assets or property of such Person subject to a casualty loss or Net Cash Proceeds of a Condemnation Event (in each case, other than dispositions permitted by Sections 7.8(a), 7.8(b), 7.8(c), 7.8(e), 7.8(f), 7.8(g), 7.8(h), 7.8(i), 7.8(k), 7.8(n) and 7.8(o)) (in each case, net of (I) commissions and other reasonable and customary transaction costs, fees and expenses (including legal and accounting fees) properly attributable to such transaction and payable by a Loan Party or its Restricted Subsidiary in connection therewith (in each case, to the extent not paid to a Loan Party), (II) transfer taxes, (III) amounts payable to holders of Liens (to the extent such Liens constitute Permitted Liens hereunder with equal to or greater priority than the Liens under the Loan Documents), if any, (IV) an appropriate reserve for income taxes in accordance with GAAP in connection therewith and funded escrows for indemnification obligations attributable to the seller’s indemnities and representations and warranties to the purchaser in any such sale (provided that upon release of any such escrowed funds to a Loan Party or any Restricted Subsidiary, such proceeds shall be subject to this Section 2.3(b)(ii)) and (V) in the case of insurance proceeds or a Condemnation Event, actual costs and expenses incurred in connection with the adjustment or settlement of claims in respect thereof), the Borrower shall prepay the Term Loans in an amount equal to 100% of such Net Cash Proceeds in excess of $5,000,000 per transaction (or series of related transactions) and in excess of $10,000,000 in the aggregate outstanding principal amount per Fiscal Year; provided, however, that such percentage (A) shall be reduced to 50% if, when calculated on a Pro Forma Basis as of the Revolving last day of the most recent Measurement Period ended prior to the applicable date of determination for which Financial Statements are required to be delivered, the First Lien Net Leverage Ratio is less than or equal to 4.25 to 1.00 but greater than 3.75 to 1.00, (B) shall be reduced to 25% if, when calculated on a Pro Forma Basis as of the last day of the most recent Measurement Period ended prior to the applicable date of determination for which Financial Statements are required to be delivered, the First Lien Net Leverage Ratio is less than or equal to 3.75 to 1.00 but greater than 3.25 to 1.00 and (C) shall be reduced to 0% if, when calculated on a Pro Forma Basis as of the last day of the most recent Measurement Period ended prior to the applicable date of determination for which Financial Statements are required to be delivered, the First Lien Net Leverage Ratio is less than or equal to 3.25 to 1.00; provided, further, that no prepayment shall be required in connection with such an asset disposition, casualty loss or Condemnation Event if the Net Cash Proceeds thereof are reinvested in any assets or property useful in the business of any Loan Party or any of their Restricted Subsidiaries (including, for the avoidance of doubt, Permitted Acquisitions and other permitted Investments) within eighteen (18) months following receipt thereof, or to the extent that the Borrower commits within such eighteen (18) month period to reinvest such proceeds within one hundred eighty (180) days following the last day of such eighteen (18) month period, and actually reinvests such Net Cash Proceeds within such subsequent one hundred eighty (180) day period. Any such prepayment shall be applied in accordance with Section 2.3(c) below (either at the time of receipt thereof or upon expiration of the period described above to the extent the Net Cash Proceeds are not so reinvested within such period), and shall be accompanied by LIBOR funding breakage costs as required under the terms of this Agreement, in each case to the extent applicable. (iii) If any Loan Party or any of its Restricted Subsidiaries incurs any Indebtedness (other than Indebtedness permitted to be incurred under Section 7.3, except for Credit LoansAgreement Refinancing Indebtedness), the Borrower shall, substantially simultaneously with (and in any event not later than the fifth Business Day next following) receipt of the Net Cash Proceeds thereof by any Loan Party or any of its Restricted Subsidiaries, prepay the Term Loans, without duplication, in an amount equal to all such cash proceeds, net of underwriting discounts and commissions and other costs paid in connection therewith. Any such prepayment shall be applied in accordance with Section 2.3(c) below and shall be accompanied by LIBOR funding breakage costs as required under the Swing Loans and the Letter of Credit Liabilities exceeds the Total Commitment; provided that, for purposes terms of this §3.2(a)(iiAgreement, in each case to the extent applicable. (iv) [Reserved]. (v) Until the Termination Date, beginning with the Fiscal Year ending December 31, 2022, the Borrower shall prepay the Term Loans on the date that is ten (10) Business Days following the date the audited financial statements for such Fiscal Year are required to be delivered pursuant to Section 5.1(d) hereof, in an amount equal to (x) 50% of Excess Cash Flow for such Fiscal Year, minus (y) in each case, solely to the extent not funded with the proceeds of Indebtedness (other than Revolving Loans), the Revaluation Date for purposes of determining the Dollar Equivalent of any amount of Term Loans, or of the portion of the Total Commitment consisting of Term Loan Commitments, shall be deemed to be the Revaluation Date determined upon the incurrence of such Term Loans or Term Loan Commitments, as the case may be, pursuant to clause (a) of the definition of Revaluation Date, or (iii) the sum of (A) the aggregate outstanding principal amount of the Revolving Credit Loans, the all Term Loans, Refinancing Term Loans, Incremental Equivalent Debt, Permitted Ratio Debt and other Indebtedness that is secured by a Lien on the Swing Loans and Collateral on a pari passu basis with the Letter of Credit LiabilitiesObligations voluntarily prepaid, and plus (B) the aggregate amount of all other Unsecured Indebtedness of REIT and its Subsidiaries causes a violation of the covenants set forth in §§9.3 or 9.4, then the Borrower shall, within five Revolving Loans voluntarily prepaid (5) Business Days of such occurrence pay the amount of such excess to the Agent for the respective accounts extent accompanied by a permanent reduction of the Revolving Credit Lenders (in Loan Commitments or the case of clause (i)) or all of the Lenders (in the case of clauses (ii) and (iii))applicable Incremental Revolving Loan Commitments, as applicable), for application to the Revolving Credit Loans and Term Loans as provided in §3.4, together with any additional amounts payable pursuant to §4.7, and deposit in the Collateral Account and pledge to Agent cash in any additional amount necessary to secure the Outstanding Letter of Credit Liabilities, except that the amount of any Swing Loans shall be paid solely to the Swing Loan Lender. Without limiting the foregoing, if at any time plus (WC) the Dollar Equivalent of the outstanding aggregate principal amount of all Alternative Currency Term Loans shall exceed repurchased and prepaid pursuant to Section 2.3(f) (limited to the Non-U.S. Dollar Sublimitamount of cash actually paid in respect of such purchase), plus (XD) the Dollar Equivalent of the outstanding aggregate principal amount of all Revolving Credit Loans denominated in Swiss Francs shall exceed permanently prepaid by the Swiss Francs Sublimit, (Y) the Dollar Equivalent of the outstanding principal amount of all Revolving Credit Loans denominated in Norwegian Krone shall exceed the Norwegian Krone Sublimit, Borrower or (Z) the Dollar Equivalent of the outstanding principal amount of all Revolving Credit Loans denominated in Swedish Krona shall exceed the Swedish Krona Sublimit, thenits Restricted Subsidiaries pursuant to Section 10.9(f), in each case, during such Fiscal Year or, at the Borrower shallBorrower’s option, within five (5) Business Days after the end of such occurrence pay Fiscal Year and prior to the date of the applicable Excess Cash Flow prepayment; provided that the percentage of Excess Cash Flow that shall be required to be prepaid in accordance with this clause (v) in respect of a particular Fiscal Year shall be reduced to 25% if, when calculated on a Pro Forma Basis as of the last day of the Fiscal Year (for the avoidance of doubt, giving pro forma effect to all prepayments of Indebtedness made after the end of the Fiscal Year but prior to the making of such Excess Cash Flow prepayment), the First Lien Net Leverage Ratio is less than or equal to 4:25 to 1.00 but greater than 3.75 to 1.00, or 0% if, when calculated on a Pro Forma Basis as of the last day of the Fiscal Year (for the avoidance of doubt, giving pro forma effect to all prepayments of Indebtedness made after the end of the Fiscal Year but prior to the making of such Excess Cash Flow prepayment), the First Lien Net Leverage Ratio is less than or equal to 3.75 to 1.00; provided, further, that no prepayment with Excess Cash Flow shall be required if the amount of the prepayment (as calculated pursuant to this clause (v)) is not greater than $10,000,000 (and any required prepayment amount, for the avoidance of doubt, shall be the amount of Excess Cash Flow in excess of such excess threshold, if any). Any such prepayment shall be applied in accordance with Section 2.3(c) below and shall be accompanied by LIBOR funding breakage costs as required under the terms of this Agreement, in each case to the Agent extent applicable. Each such prepayment shall be accompanied by a certificate signed by a Responsible Officer of Borrower or Holdings certifying the manner in which Excess Cash Flow and the resulting prepayment were calculated, which certificate shall be in the form of Exhibit 2.3(b)(v) hereto. For the avoidance of doubt, no such prepayment shall be due for the respective accounts of the Revolving Credit Lenders for application to the Revolving Credit Loans denominated in the applicable Alternative Currenciesfiscal years ending December 31, together with any additional amounts payable pursuant to §4.72020 or December 31, 2021. (bvi) For purposes Each Term Loan Lender may elect, by three (3) Business Day written notice to the Administrative Agent, prior to any prepayment of determining compliance Term Loans required to be made by the Borrower pursuant to this Section 2.3(b) (other than Section 2.3(b)(iii) with §3.2(arespect to Credit Agreement Refinancing Indebtedness), to decline all (but not less than all) and the covenants set forth in §9of its Pro Rata Share of such prepayment (such declined amounts, the Outstanding amount “Declined Proceeds”) in which case such Declined Proceeds may be retained by the Borrower. If a Lender fails to deliver a notice of election declining receipt of its Pro Rata Share of such mandatory prepayment to the Administrative Agent prior to any such prepayment, any such failure will be deemed to constitute an acceptance of such Lender’s Pro Rata Share of the Revolving Credit Loans and the Letters of Credit Liabilities which are denominated in Alternative Currencies shall be re-determined on the Revaluation Date occurring on the last calendar day of each calendar month prior to the Revolving Credit Maturity Date based on the Dollar Equivalent of the aggregate outstanding principal total amount of such Revolving Credit Loans and Letter of Credit Liabilities (determined as of such day prior to 11:00 a.m. Cleveland, Ohio time). If, as a result of such re-determination, a mandatory prepayment of such Revolving Credit Loans shall be required under §3.2(a), the Agent shall promptly notify the Lenders and the Borrower thereof and Borrower shall within five (5) Business Days of receiving such notice from Agent make a prepayment of such Revolving Credit Loans to the extent required under §3.2(a)Term Loans.

Mandatory Prepayments. (ai) If at any time (i) the sum of the aggregate outstanding principal amount balance of the Revolving Credit Loans, the Swing Loans and the Letter of Credit Liabilities Loan exceeds the Total Revolving Credit Commitment, (ii) the sum of the aggregate outstanding principal amount of the Revolving Credit Loans, the Term Loans, the Swing Loans and the Letter of Credit Liabilities exceeds the Total Commitment; provided that, for purposes of this §3.2(a)(ii), the Revaluation Date for purposes of determining the Dollar Equivalent of any amount of Term Loans, or of the portion of the Total Commitment consisting of Term Loan Commitments, shall be deemed to be the Revaluation Date determined upon the incurrence of such Term Loans or Term Loan Commitments, as the case may be, pursuant to clause (a) of the definition of Revaluation Date, or (iii) the sum lesser of (A) the aggregate outstanding principal amount of the Revolving Credit Loans, the Term Loans, the Swing Loans and the Letter of Credit Liabilities, Maximum Amount and (B) the aggregate amount of all other Unsecured Indebtedness of REIT and its Subsidiaries causes a violation of the covenants set forth in §§9.3 or 9.4, then the Borrower shall, within five (5) Business Days of such occurrence pay the amount of such excess to the Agent for the respective accounts of the Revolving Credit Lenders (in the case of clause (i)) or all of the Lenders (in the case of clauses (ii) and (iii)), as applicable, for application to the Revolving Credit Loans and Term Loans as provided in §3.4, together with any additional amounts payable pursuant to §4.7, and deposit in the Collateral Account and pledge to Agent cash in any additional amount necessary to secure the Outstanding Letter of Credit Liabilities, except that the amount of any Swing Loans shall be paid solely to the Swing Loan Lender. Without limiting the foregoing, if at any time (W) the Dollar Equivalent of the outstanding principal amount of all Alternative Currency Loans shall exceed the Non-U.S. Dollar Sublimit, (X) the Dollar Equivalent of the outstanding principal amount of all Revolving Credit Loans denominated in Swiss Francs shall exceed the Swiss Francs Sublimit, (Y) the Dollar Equivalent of the outstanding principal amount of all Revolving Credit Loans denominated in Norwegian Krone shall exceed the Norwegian Krone Sublimit, or (Z) the Dollar Equivalent of the outstanding principal amount of all Revolving Credit Loans denominated in Swedish Krona shall exceed the Swedish Krona Sublimit, thenBorrowing Base, in each case, less the outstanding Swing Line Loan at such time, Borrower shall, within five (5) Business Days of shall immediately repay the aggregate outstanding Revolving Credit Advances to the extent required to eliminate such occurrence pay the amount of excess. If any such excess to the Agent for the respective accounts of the Revolving Credit Lenders for application to the Revolving Credit Loans denominated remains after repayment in the applicable Alternative Currencies, together with any additional amounts payable pursuant to §4.7. (b) For purposes of determining compliance with §3.2(a) and the covenants set forth in §9, the Outstanding amount of the Revolving Credit Loans and the Letters of Credit Liabilities which are denominated in Alternative Currencies shall be re-determined on the Revaluation Date occurring on the last calendar day of each calendar month prior to the Revolving Credit Maturity Date based on the Dollar Equivalent full of the aggregate outstanding principal amount of such Revolving Credit Loans and Advances, Borrower shall provide cash collateral for the Letter of Credit Liabilities (determined as of such day prior to 11:00 a.m. Cleveland, Ohio time). If, as a result of such re-determination, a prepayment of such Revolving Credit Loans shall be required under §3.2(a), Obligations in the Agent shall promptly notify the Lenders and the Borrower thereof and Borrower shall within five (5) Business Days of receiving such notice from Agent make a prepayment of such Revolving Credit Loans manner set forth in Annex B to the extent required under §3.2(ato eliminate such excess. (ii) Immediately upon receipt by any Credit Party of proceeds of any asset disposition, which, together with other asset dispositions in any Fiscal Year result in proceeds in excess of $200,000 in the aggregate during such Fiscal Year (including condemnation proceeds, but excluding proceeds of asset dispositions permitted by Sections 6.8(a), 6.8(c) and 6.8(d)) or any sale of Stock of any Subsidiary of any Credit Party, Borrower shall prepay the Loans in an amount equal to such proceeds in excess of $200,000 during such Fiscal Year, net of (A) commissions and other reasonable and customary transaction costs, fees and expenses properly attributable to such transaction and payable by Borrower in connection therewith (in each case, paid to non-Affiliates), (B) transfer taxes payable by such Credit Party in connection therewith, (C) amounts payable to holders of senior Liens (to the extent such Liens constitute Permitted Encumbrances hereunder), if any, and (D) an appropriate reserve for income taxes in accordance with GAAP in connection therewith. Any such prepayment shall be applied in accordance with Section 1.3(c). (iii) If New Holdings or Borrower or any other Credit Party issues Stock (other than an issuance of additional Stock of New Holdings to employees of Borrower upon the exercise of stock options or otherwise), 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. Any such prepayment shall be applied in accordance with Section 1.3(c). (iv) Until the Termination Date, Borrower shall prepay the Obligations on the date that is ten (10) days after the earlier of (A) the date on which Borrower's annual audited Financial Statements for the immediately preceding Fiscal Year are delivered pursuant to Annex E or (B) the date on which such annual audited Financial Statements were required to be delivered pursuant to Annex E, in an amount equal to fifty percent (50%) of Excess Cash Flow for the immediately preceding Fiscal Year. Any prepayments from Excess Cash Flow paid pursuant to this clause (iv) shall be applied in accordance with Section 1.3(c). Each such prepayment shall be accompanied by a certificate signed by Borrower's chief financial officer certifying the manner in which Excess Cash Flow and the resulting prepayment were calculated, which certificate shall be in form and substance satisfactory to Agent.

Mandatory Prepayments. (ai) If at any time (i) the sum of the aggregate outstanding principal amount balance of the Revolving Credit Loans, the Swing Loans and the Letter of Credit Liabilities Loan exceeds the Total Revolving Credit Commitment, (ii) the sum of the aggregate outstanding principal amount of the Revolving Credit Loans, the Term Loans, the Swing Loans and the Letter of Credit Liabilities exceeds the Total Commitment; provided that, for purposes of this §3.2(a)(ii), the Revaluation Date for purposes of determining the Dollar Equivalent of any amount of Term Loans, or of the portion of the Total Commitment consisting of Term Loan Commitments, shall be deemed to be the Revaluation Date determined upon the incurrence of such Term Loans or Term Loan Commitments, as the case may be, pursuant to clause (a) of the definition of Revaluation Date, or (iii) the sum lesser of (A) the aggregate outstanding principal amount of the Revolving Credit Loans, the Term Loans, the Swing Loans and the Letter of Credit Liabilities, Maximum Amount and (B) the aggregate amount of all other Unsecured Indebtedness of REIT and its Subsidiaries causes a violation of the covenants set forth in §§9.3 or 9.4Borrowing Base, then the Borrower shall, within five (5) Business Days of such occurrence pay the amount of such excess to the Agent for the respective accounts of the Revolving Credit Lenders (in the case of clause (i)) or all of the Lenders (in the case of clauses (ii) and (iii)), as applicable, for application to the Revolving Credit Loans and Term Loans as provided in §3.4, together with any additional amounts payable pursuant to §4.7, and deposit in the Collateral Account and pledge to Agent cash in any additional amount necessary to secure the Outstanding Letter of Credit Liabilities, except that the amount of any Swing Loans shall be paid solely to the Swing Loan Lender. Without limiting the foregoing, if at any time (W) the Dollar Equivalent of the outstanding principal amount of all Alternative Currency Loans shall exceed the Non-U.S. Dollar Sublimit, (X) the Dollar Equivalent of the outstanding principal amount of all Revolving Credit Loans denominated in Swiss Francs shall exceed the Swiss Francs Sublimit, (Y) the Dollar Equivalent of the outstanding principal amount of all Revolving Credit Loans denominated in Norwegian Krone shall exceed the Norwegian Krone Sublimit, or (Z) the Dollar Equivalent of the outstanding principal amount of all Revolving Credit Loans denominated in Swedish Krona shall exceed the Swedish Krona Sublimit, thenless, in each case, the outstanding Swing Line Loan at such time, Borrower shall, within five (5) Business Days of shall immediately repay the aggregate outstanding Revolving Credit Advances to the extent required to eliminate such occurrence pay the amount of excess. If any such excess to the Agent for the respective accounts of the Revolving Credit Lenders for application to the Revolving Credit Loans denominated remains after repayment in the applicable Alternative Currencies, together with any additional amounts payable pursuant to §4.7. (b) For purposes of determining compliance with §3.2(a) and the covenants set forth in §9, the Outstanding amount of the Revolving Credit Loans and the Letters of Credit Liabilities which are denominated in Alternative Currencies shall be re-determined on the Revaluation Date occurring on the last calendar day of each calendar month prior to the Revolving Credit Maturity Date based on the Dollar Equivalent full of the aggregate outstanding principal amount of such Revolving Credit Loans and Advances, Borrower shall provide cash collateral for the Letter of Credit Liabilities (determined as of such day prior to 11:00 a.m. Cleveland, Ohio time). If, as a result of such re-determination, a prepayment of such Revolving Credit Loans shall be required under §3.2(a), Obligations in the Agent shall promptly notify the Lenders and the Borrower thereof and Borrower shall within five (5) Business Days of receiving such notice from Agent make a prepayment of such Revolving Credit Loans manner set forth in Annex B to the extent required under §3.2(ato eliminate such excess. Notwithstanding the foregoing, any Overadvance made pursuant to Section 1.1(a)(iii) shall be repaid only on demand. (ii) Immediately upon receipt by Borrower of proceeds of any asset disposition (including condemnation proceeds, but excluding proceeds of asset dispositions permitted by Section 6.8(a)) or any sale of Stock of any Subsidiary of Borrower, Borrower shall prepay the Loans in an amount equal to all such proceeds, net of (A) commissions and other reasonable and customary transaction costs, fees and expenses properly attributable to such transaction and payable by Borrower in connection therewith (in each case, paid to non-Affiliates), (B) transfer taxes, (C) amounts payable to holders of senior Liens (to the extent such Liens constitute Permitted Encumbrances hereunder), if any, and (D) an appropriate reserve for income taxes in accordance with GAAP in connection therewith. Any such prepayment shall be applied in accordance with clause (c) below. Notwithstanding the foregoing, in no event shall the proceeds of any Stock offering of Borrower be required to be applied to the Loans.

Mandatory Prepayments. (a) If at any time (i) In the sum event and on each date the Dollar Equivalent of the aggregate outstanding principal amount of Revolving Credit Outstandings exceeds the aggregate Revolving Loan Cap (other than as a result of a Protective Advance permitted pursuant to Section 2.1(a)(ii)), the Borrower shall, upon notification by the Administrative Agent, prepay an amount equal to such excess which shall be applied as follows: first, to prepay the Swing Loans until paid in full, second, to prepay the Revolving Loans until paid in full (without a reduction in the Revolving Credit LoansCommitments), and third, to the Swing Loans and extent of any remaining excess, to Cash Collateralize the Letter of Credit Liabilities exceeds Obligations in the Total Revolving Credit Commitment, (ii) the sum manner set forth in Section 10.5 in an amount equal to 101% of the aggregate outstanding principal amount of the Revolving Credit Loans, the Term Loans, the Swing Loans and the Letter of Credit Liabilities exceeds the Total Commitmentsuch excess; provided that, for purposes in the event any such prepayment requirement arises as a result of this §3.2(a)(ii)fluctuations in currency exchange rates, such prepayment shall be made by the Borrower within one (1) Business Day after the Administrative Agent notifies the Borrower thereof. (b) If (x) at any time during a Cash Dominion Period or (y) in respect of any Disposition that would result in the occurrence of a Cash Dominion Period, any Loan Party or any of its Restricted Subsidiaries receives any Net Cash Proceeds arising from any Disposition in respect of any Current Asset Collateral outside of the ordinary course of business, subject to the Intercreditor Agreement, the Revaluation Date for purposes of determining the Dollar Equivalent of Borrower shall promptly (but in any amount of Term Loans, or of the portion of the Total Commitment consisting of Term Loan Commitments, shall be deemed to be the Revaluation Date determined upon the incurrence of such Term Loans or Term Loan Commitments, as the case may be, pursuant to clause (a) of the definition of Revaluation Date, or (iii) the sum of (A) the aggregate outstanding principal amount of the Revolving Credit Loans, the Term Loans, the Swing Loans and the Letter of Credit Liabilities, and (B) the aggregate amount of all other Unsecured Indebtedness of REIT and its Subsidiaries causes a violation of the covenants set forth in §§9.3 or 9.4, then the Borrower shall, event within five (5) Business Days of such occurrence pay receipt) prepay the Loans and Cash Collateralize Letters of Credit (in an amount equal to up to 101% of the aggregate Stated Amount of such excess to the Agent for the respective accounts Letters of the Revolving Credit Lenders Credit) in accordance with Section 2.9(d), (i) in the case of clause (i)x) or all above, in amount equal to 100% of the Lenders such Net Cash Proceeds arising from any such Disposition, and (ii) in the case of clauses clause (iiy) and (iii))above, as applicable, for application in an amount equal to the Revolving Credit amount required to prevent a Cash Dominion Period from occurring. (c) Subject to Section 3.6, all such payments in respect of the Loans and Term Loans as provided in §3.4, together with any additional amounts payable pursuant to §4.7, and deposit in the Collateral Account and pledge to Agent cash in any additional amount necessary to secure the Outstanding Letter of Credit Liabilities, except that the amount of any Swing Loans this Section 2.9 shall be paid solely to without premium or penalty. All interest accrued on the Swing Loan Lender. Without limiting the foregoing, if at any time (W) the Dollar Equivalent of the outstanding principal amount of all Alternative Currency the Loans paid pursuant to this Section 2.9 shall exceed be paid, or may be charged by the Non-U.S. Dollar Sublimit, (XAdministrative Agent to any loan account(s) the Dollar Equivalent of the outstanding principal Borrower, at the Administrative Agent’s option, on the date of such payment. Interest shall accrue and be due, until the next Business Day, if the amount so paid by the Borrower to the bank account designated by the Administrative Agent for such purpose is received in such bank account after 3:00 p.m. (d) All amounts received pursuant to Section 2.9(b) and, at all times after the occurrence and during the continuance of a Cash Dominion Period and notification thereof by the Administrative Agent to the Borrower (subject to the provisions of Section 10.3), on each Business Day, at or before 3:00 p.m., all Revolving Credit Loans denominated in Swiss Francs shall exceed the Swiss Francs Sublimit, (Y) the Dollar Equivalent of the outstanding principal amount of all Revolving Credit Loans denominated in Norwegian Krone shall exceed the Norwegian Krone Sublimit, or (Z) the Dollar Equivalent of the outstanding principal amount of all Revolving Credit Loans denominated in Swedish Krona shall exceed the Swedish Krona Sublimit, thenSame Day Funds credited to any Concentration Account shall, in each case, be applied by the Borrower shallAdministrative Agent in the following order: first, within five to prepay the Swing Loans until paid in full, second, to prepay the Revolving Loans until paid in full (5) Business Days of such occurrence pay the amount of such excess to the Agent for the respective accounts of without a reduction in the Revolving Credit Lenders for application Commitments), and third, to Cash Collateralize the Revolving Letter of Credit Loans denominated Obligations in the applicable Alternative Currencies, together with any additional amounts payable pursuant to §4.7. (b) For purposes of determining compliance with §3.2(a) and the covenants manner set forth in §9, the Outstanding Section 10.5 in an amount of the Revolving Credit Loans and the Letters of Credit Liabilities which are denominated in Alternative Currencies shall be re-determined on the Revaluation Date occurring on the last calendar day of each calendar month prior equal to the Revolving Credit Maturity Date based on the Dollar Equivalent of the aggregate outstanding principal amount of such Revolving Credit Loans and Letter of Credit Liabilities (determined as of such day prior to 11:00 a.m. Cleveland, Ohio time). If, as a result of such re-determination, a prepayment of such Revolving Credit Loans shall be required under §3.2(a), the Agent shall promptly notify the Lenders and the Borrower thereof and Borrower shall within five (5) Business Days of receiving such notice from Agent make a prepayment of such Revolving Credit Loans to the extent required under §3.2(a)101%.

Mandatory Prepayments. (ai) If at any time (i) the sum of the aggregate outstanding principal amount balance of the Revolving Credit Loans, the Swing Loans and the Letter of Credit Liabilities Loan exceeds the Total Revolving Credit Commitment, (ii) the sum of the aggregate outstanding principal amount of the Revolving Credit Loans, the Term Loans, the Swing Loans and the Letter of Credit Liabilities exceeds the Total Commitment; provided that, for purposes of this §3.2(a)(ii), the Revaluation Date for purposes of determining the Dollar Equivalent of any amount of Term Loans, or of the portion of the Total Commitment consisting of Term Loan Commitments, shall be deemed to be the Revaluation Date determined upon the incurrence of such Term Loans or Term Loan Commitments, as the case may be, pursuant to clause (a) of the definition of Revaluation Date, or (iii) the sum lesser of (A) the aggregate outstanding principal amount of the Revolving Credit Loans, the Term Loans, the Swing Loans and the Letter of Credit Liabilities, Maximum Amount and (B) the Aggregate Borrowing Base, Borrowers shall immediately repay the aggregate amount of all other Unsecured Indebtedness of REIT and its Subsidiaries causes a violation outstanding Revolving Credit Advances to the extent required to eliminate such excess. If any such excess remains after repayment in full of the covenants aggregate outstanding Revolving Credit Advances, Borrowers shall provide cash collateral for the Letter of Credit Obligations in the manner set forth in §§9.3 or 9.4, then the Borrower shall, within five (5) Business Days of such occurrence pay the amount of such excess Annex B to the Agent for extent required to eliminate such excess. Notwithstanding the respective accounts of the Revolving Credit Lenders (foregoing, any Overadvance made pursuant to Section 1.1(a)(iii) shall be repaid in the case of clause (iaccordance with Section 1.1(a)(iii)) or all of the Lenders (in the case of clauses . (ii) and (iii)), as applicable, for application to the Revolving Immediately upon receipt by any Credit Loans and Term Loans as provided in §3.4, together with any additional amounts payable pursuant to §4.7, and deposit in the Collateral Account and pledge to Agent cash in any additional amount necessary to secure the Outstanding Letter of Credit Liabilities, except that the amount Party of any Swing cash proceeds of any sale or other disposition of any Collateral, Borrowers shall prepay the Loans shall be paid solely in an amount equal to the Swing Loan Lender. Without limiting the foregoingall such proceeds, if at any time net of (WA) the Dollar Equivalent of the outstanding principal amount of all Alternative Currency Loans shall exceed the Non-U.S. Dollar Sublimitcommissions and other reasonable and customary transaction costs, fees and expenses properly attributable to such transaction and payable by Borrowers in connection therewith (X) the Dollar Equivalent of the outstanding principal amount of all Revolving Credit Loans denominated in Swiss Francs shall exceed the Swiss Francs Sublimit, (Y) the Dollar Equivalent of the outstanding principal amount of all Revolving Credit Loans denominated in Norwegian Krone shall exceed the Norwegian Krone Sublimit, or (Z) the Dollar Equivalent of the outstanding principal amount of all Revolving Credit Loans denominated in Swedish Krona shall exceed the Swedish Krona Sublimit, then, in each case, the Borrower shallpaid to non-Affiliates), within five (5B) Business Days of such occurrence pay the amount of such excess to the Agent for the respective accounts of the Revolving Credit Lenders for application to the Revolving Credit Loans denominated in the applicable Alternative Currenciestransfer taxes, together with any additional (C) amounts payable pursuant to §4.7. holders of senior Liens on such asset (b) For purposes of determining compliance with §3.2(a) and the covenants set forth in §9, the Outstanding amount of the Revolving Credit Loans and the Letters of Credit Liabilities which are denominated in Alternative Currencies shall be re-determined on the Revaluation Date occurring on the last calendar day of each calendar month prior to the Revolving Credit Maturity Date based on the Dollar Equivalent of the aggregate outstanding principal amount of such Revolving Credit Loans and Letter of Credit Liabilities (determined as of such day prior to 11:00 a.m. Cleveland, Ohio time). If, as a result of such re-determination, a prepayment of such Revolving Credit Loans shall be required under §3.2(a), the Agent shall promptly notify the Lenders and the Borrower thereof and Borrower shall within five (5) Business Days of receiving such notice from Agent make a prepayment of such Revolving Credit Loans to the extent required such Liens constitute Permitted Encumbrances hereunder), if any, and (D) an appropriate reserve for income taxes in accordance with GAAP in connection therewith. Any such prepayment shall be applied in accordance with Section 1.3(c). The following shall not be subject to mandatory prepayment under §3.2(athis clause (ii): (1) proceeds of sales of Inventory in the ordinary course of business or during a time when there are no outstanding Inventory Revolving Credit Advances (whether or not in the ordinary course of business); and (2) proceeds of collection of Accounts in the ordinary course of business.

Mandatory Prepayments. (a) If at any time (i) the sum of the aggregate outstanding principal amount of the Revolving Credit Loans, the Swing Loans and the Letter of Credit Liabilities exceeds the Total Revolving Credit Commitment, (ii) the sum of the aggregate outstanding principal amount of the Revolving Credit Loans, the Term Loans, the Swing Loans and the Letter of Credit Liabilities exceeds the Total Commitment; provided that, for purposes of this §3.2(a)(iiSubject to Section 2.1(b), the Revaluation Date for purposes of determining the Dollar Equivalent of any amount of Term Loans, or of the portion of the Total Commitment consisting of Term Loan Commitments, shall be deemed to be the Revaluation Date determined upon the incurrence of such Term Loans or Term Loan Commitments, as the case may be, pursuant to clause (a) of the definition of Revaluation Date, or (iii) the sum of (A) the aggregate outstanding principal amount of the Revolving Credit Loans, the Term Loans, the Swing Loans and the Letter of Credit Liabilities, and (B) the aggregate amount of all other Unsecured Indebtedness of REIT and its Subsidiaries causes a violation of the covenants set forth in §§9.3 or 9.4, then the Borrower shall, within five (5) Business Days of such occurrence pay the amount of such excess to the Agent for the respective accounts of the Revolving Credit Lenders (in the case of clause (i)) or all of the Lenders (in the case of clauses (ii) and (iii)), as applicable, for application to the Revolving Credit Loans and Term Loans as provided in §3.4, together with any additional amounts payable pursuant to §4.7, and deposit in the Collateral Account and pledge to Agent cash in any additional amount necessary to secure the Outstanding Letter of Credit Liabilities, except that the amount of any Swing Loans shall be paid solely to the Swing Loan Lender. Without limiting the foregoing, if at any time (W) the Dollar Equivalent outstanding balance of the aggregate Revolving Exposure exceeds Availability, the Borrower shall promptly repay the aggregate outstanding principal Revolving Credit Advances and/or Swing Line Advances to the extent required to eliminate such excess. If any such excess remains after repayment in full of the aggregate outstanding Advances, the Borrower shall provide cash collateral for the Letter of Credit Obligations in the manner set forth in Annex A to the extent required to eliminate such excess. Any such prepayment shall be applied in accordance with Section 2.2(c). Notwithstanding the foregoing, any Overadvance made pursuant to Section 2.1(b) shall be repaid in accordance with Section 2.1(b). (ii) Subject to Section 2.2(e), within five Business Days after receipt by any Loan Party or Subsidiary of net cash proceeds (including insurance proceeds and proceeds from casualty losses or condemnations) of any voluntary or involuntary sale or disposition of, or any casualty or condemnation event with respect to, any property or assets of any Loan Party or Subsidiary (other than any disposition pursuant to Section 6.1(a), (b), (c), (d), (g), (h), (i), (j) or (k)) in excess of $1,000,000 with respect to any such individual sale, disposition, casualty or condemnation event or in excess of $2,500,000 with respect to all such sale, disposition, casualty or condemnation events that have not been applied as a prepayment pursuant to this Section 2.2(b)(ii) in any Fiscal Year, the Borrower shall (A) notify the Agent (such notice to include a description of the assets subject to such disposition, casualty or condemnation event and the amount of the estimated net cash proceeds) of such Loan Party’s receipt of such cash proceeds and (B) prepay the Advances (and cash collateralize Letter of Credit Obligations) in an amount equal to all Alternative Currency Loans such net cash proceeds, which shall exceed be calculated as the Non-U.S. Dollar Sublimitcash proceeds net of (I) commissions and other reasonable and customary transaction costs, fees and expenses properly attributable to such transaction and payable by such Loan Party or Subsidiary in connection therewith (X) the Dollar Equivalent of the outstanding principal amount of all Revolving Credit Loans denominated in Swiss Francs shall exceed the Swiss Francs Sublimit, (Y) the Dollar Equivalent of the outstanding principal amount of all Revolving Credit Loans denominated in Norwegian Krone shall exceed the Norwegian Krone Sublimit, or (Z) the Dollar Equivalent of the outstanding principal amount of all Revolving Credit Loans denominated in Swedish Krona shall exceed the Swedish Krona Sublimit, then, in each case, paid to non-Affiliates), (II) taxes (including transfer taxes) paid or reasonably estimated to be payable in connection therewith, (III) amounts payable to holders of Liens on the Borrower shallassets subject to such sale, within five disposition, casualty or condemnation (5to the extent such Liens are permitted pursuant to Section 6.7), (IV) Business Days an appropriate reserve for income taxes in accordance with GAAP in connection therewith (it being understood that to the extent any such reserve is reversed or abandoned, the amount so reversed or abandoned shall constitute cash proceeds payable pursuant to this Section), and (V) reasonable reserves established for liabilities estimated to be payable in respect of such occurrence pay the amount of such excess sale or disposition and deposited into escrow with a third party escrow agent on terms reasonably acceptable to the Agent for or set aside in a separate deposit account with Agent. Any such prepayment shall be applied in accordance with Section 2.2(c); provided that so long as (1) no Default or Event of Default shall have occurred and is continuing or would result therefrom, (2) the respective accounts Borrower shall have given the Agent prior written notice of the Revolving Credit Lenders for application applicable Loan Party’s or Subsidiary’s intention to apply such monies to the Revolving Credit Loans denominated costs of replacement of the properties or assets that are the subject of such sale or disposition or the cost of purchase or construction of other assets useful in the business of such Loan Party or Subsidiary (including Permitted Acquisitions and Permitted Intellectual Property Acquisitions) or, in the case of proceeds from casualty losses or condemnation, to the cost of repair and restoration of the affected assets or the cost of purchase or construction of other assets useful in the business of such Loan Party or Subsidiary (including Permitted Acquisitions and Permitted Intellectual Property Acquisitions), (3) the monies are held in a Deposit Account in which the Agent has a perfected first-priority security interest, and (4) such Loan Party or Subsidiary completes such replacement, purchase, or construction within 365 days (or 365 days in the case of any involuntary disposition resulting from a casualty loss or condemnation) after the initial receipt of such monies (the “Reinvestement Period”) or, if the Borrower or any Subsidiary has entered into a binding commitment prior to the last day of such Reinvestment Period to reinvest such proceeds no later than 180 days after the expiry of the Reinvestment Period, then the Loan Party or Subsidiary whose assets were the subject of such disposition shall have the option to apply such monies to the costs of replacement of such assets or the costs of purchase or construction of other assets useful in the business of such Loan Party or Subsidiary or to the cost of repair and restoration of the affected assets, unless and to the extent that such applicable Alternative Currenciesperiod shall have expired without such replacement, together purchase, or construction being made or completed, in which case, such net cash proceeds not so applied shall be paid to the Agent and applied in accordance with any additional amounts payable pursuant to §4.7Section 2.2(c). (biii) For purposes If any Loan Party incurs Indebtedness not permitted under the terms of determining compliance with §3.2(a) and this Agreement, no later than the covenants set forth in §9Business Day following the date of receipt of the proceeds thereof, the Outstanding amount of Borrower shall notify the Revolving Credit Loans and the Letters of Credit Liabilities which are denominated in Alternative Currencies shall be re-determined on the Revaluation Date occurring on the last calendar day of each calendar month prior to the Revolving Credit Maturity Date based on the Dollar Equivalent of the aggregate outstanding principal amount Agent of such Revolving Credit Loans Loan Party’s receipt of such proceeds and shall prepay the Advances (and cash collateralize Letter of Credit Liabilities (determined as Obligations) in an amount equal to all such proceeds, net of reasonable costs paid to non-Affiliates in connection therewith. Any such day prior to 11:00 a.m. Cleveland, Ohio time). If, as a result of such re-determination, a prepayment of such Revolving Credit Loans shall be required under §3.2(aapplied in accordance with Section 2.2(c). (iv) On the date of receipt by the Borrower or any of its Subsidiaries of any Specified Cure Contribution, the Agent shall promptly notify the Lenders and the Borrower thereof and Borrower shall within five prepay the Advances (5) Business Days of receiving such notice from Agent make a prepayment of such Revolving Credit Loans to the extent required under §3.2(a)of any Advances outstanding on such date) in an aggregate amount equal to 100% of the net cash proceeds thereof.

Mandatory Prepayments. (ai) If at any time (i) the sum of the aggregate outstanding principal amount balance of the Revolving Credit Loans, the Swing Loans and the Letter of Credit Liabilities Loan exceeds the Total Revolving Credit Commitment, (ii) the sum of the aggregate outstanding principal amount of the Revolving Credit Loans, the Term Loans, the Swing Loans and the Letter of Credit Liabilities exceeds the Total Commitment; provided that, for purposes of this §3.2(a)(ii), the Revaluation Date for purposes of determining the Dollar Equivalent of any amount of Term Loans, or of the portion of the Total Commitment consisting of Term Loan Commitments, shall be deemed to be the Revaluation Date determined upon the incurrence of such Term Loans or Term Loan Commitments, as the case may be, pursuant to clause (a) of the definition of Revaluation Date, or (iii) the sum lesser of (A) the aggregate outstanding principal amount of the Revolving Credit Loans, the Term Loans, the Swing Loans and the Letter of Credit Liabilities, Maximum Amount and (B) the aggregate amount of all other Unsecured Indebtedness of REIT and its Subsidiaries causes a violation of the covenants set forth in §§9.3 or 9.4Borrowing Base, then the Borrower shall, within five (5) Business Days of such occurrence pay the amount of such excess to the Agent for the respective accounts of the Revolving Credit Lenders (in the case of clause (i)) or all of the Lenders (in the case of clauses (ii) and (iii)), as applicable, for application to the Revolving Credit Loans and Term Loans as provided in §3.4, together with any additional amounts payable pursuant to §4.7, and deposit in the Collateral Account and pledge to Agent cash in any additional amount necessary to secure the Outstanding Letter of Credit Liabilities, except that the amount of any Swing Loans shall be paid solely to the Swing Loan Lender. Without limiting the foregoing, if at any time (W) the Dollar Equivalent of the outstanding principal amount of all Alternative Currency Loans shall exceed the Non-U.S. Dollar Sublimit, (X) the Dollar Equivalent of the outstanding principal amount of all Revolving Credit Loans denominated in Swiss Francs shall exceed the Swiss Francs Sublimit, (Y) the Dollar Equivalent of the outstanding principal amount of all Revolving Credit Loans denominated in Norwegian Krone shall exceed the Norwegian Krone Sublimit, or (Z) the Dollar Equivalent of the outstanding principal amount of all Revolving Credit Loans denominated in Swedish Krona shall exceed the Swedish Krona Sublimit, thenless, in each case, the outstanding Swing Line Loan at such time, Borrower shall, within five (5) Business Days of shall immediately repay the aggregate outstanding Revolving Credit Advances to the extent required to eliminate such occurrence pay the amount of excess. If any such excess to the Agent for the respective accounts of the Revolving Credit Lenders for application to the Revolving Credit Loans denominated remains after repayment in the applicable Alternative Currencies, together with any additional amounts payable pursuant to §4.7. (b) For purposes of determining compliance with §3.2(a) and the covenants set forth in §9, the Outstanding amount of the Revolving Credit Loans and the Letters of Credit Liabilities which are denominated in Alternative Currencies shall be re-determined on the Revaluation Date occurring on the last calendar day of each calendar month prior to the Revolving Credit Maturity Date based on the Dollar Equivalent full of the aggregate outstanding principal amount of such Revolving Credit Loans and Advances, Borrower shall provide cash collateral for the Letter of Credit Liabilities (determined as of such day prior to 11:00 a.m. Cleveland, Ohio time). If, as a result of such re-determination, a prepayment of such Revolving Credit Loans shall be required under §3.2(a), Obligations in the Agent shall promptly notify the Lenders and the Borrower thereof and Borrower shall within five (5) Business Days of receiving such notice from Agent make a prepayment of such Revolving Credit Loans manner set forth in ANNEX B to the extent required under §3.2(ato eliminate such excess. (ii) Immediately upon receipt by any Credit Party of proceeds of any asset disposition (including condemnation proceeds, but excluding proceeds of asset dispositions permitted by SECTION 6.8(a)) or any sale of Stock of any Subsidiary of any Credit Party, Borrower shall prepay the Loans in an amount equal to all such proceeds, net of (A) commissions and other reasonable and customary transaction costs, fees and expenses properly attributable to such transaction and payable by Borrower in connection therewith (in each case, paid to non-Affiliates), (B) transfer taxes, (C) amounts payable to holders of senior Liens (to the extent such Liens constitute Permitted Encumbrances hereunder), if any, and (D) an appropriate reserve for income taxes in accordance with GAAP in connection therewith. Any such prepayment shall be applied in accordance with CLAUSE (c) below. (iii) Within two (2) Business Days after the Borrower's or any of its Subsidiaries' receipt of any Excess Proceeds of Issuance of Stock or Indebtedness, the Borrower shall make or cause to be made a mandatory prepayment in an amount equal to one hundred percent (100%) of such Excess Proceeds of Issuance of Stock or Indebtedness. Any such prepayment shall be applied in accordance with CLAUSE (c) below. (iv) Until the Termination Date, Borrower shall prepay the Obligations on the earlier of the date which is ten (10) days after (A) the date on which Borrower's annual audited Financial Statements for the immediately preceding Fiscal Year are delivered pursuant to ANNEX E or (B) the date on which such annual audited Financial Statements are required to be delivered pursuant to this Agreement, in an amount equal to seventy-five percent (75%) of Excess Cash Flow for the immediately preceding Fiscal Year; PROVIDED, HOWEVER, that no such prepayment shall be required with respect to the Fiscal Year ending December 31, 1998. Any prepayments from Excess Cash Flow paid pursuant to this CLAUSE (iv) shall be applied in accordance with CLAUSE (c) below. Each such prepayment shall be accompanied by a certificate signed by Borrower's chief financial officer certifying the manner in which Excess Cash Flow and the resulting prepayment were calculated, which certificate shall be in form and substance satisfactory to Agent.

Mandatory Prepayments. (a) If at any time (i) for any reason the sum Outstanding Credit exceeds the Commitment then in effect, Borrower shall immediately prepay the principal of the aggregate outstanding principal amount of the Revolving Credit Loans, the Swing Loans and the Letter of Credit Liabilities exceeds the Total Revolving Credit Commitment, (ii) the sum of the aggregate outstanding principal amount of the Revolving Credit Loans, the Term Loans, the Swing Loans and the Letter of Credit Liabilities exceeds the Total Commitment; provided that, for purposes of this §3.2(a)(ii), the Revaluation Date for purposes of determining the Dollar Equivalent of any amount of Term Loans, or of the portion of the Total Commitment consisting of Term Loan Commitments, shall be deemed to be the Revaluation Date determined upon the incurrence of such Term Loans or Term Loan Commitments, as the case may be, pursuant to clause (a) of the definition of Revaluation Date, or (iii) the sum of (A) the aggregate outstanding principal amount of the Revolving Credit Loans, the Term Loans, the Swing Loans and the Letter of Credit Liabilities, and (B) the in an aggregate amount of all other Unsecured Indebtedness of REIT and its Subsidiaries causes a violation of the covenants set forth in §§9.3 or 9.4, then the Borrower shall, within five (5) Business Days of at least equal to such occurrence pay the amount of such excess to the Agent for the respective accounts of the Revolving Credit Lenders (in the case of clause (i)) or all of the Lenders (in the case of clauses (ii) and (iii)), as applicable, for application to the Revolving Credit Loans and Term Loans as provided in §3.4, together with any additional amounts payable pursuant to §4.7, and deposit in the Collateral Account and pledge to Agent cash in any additional amount necessary to secure the Outstanding Letter of Credit Liabilities, except that the amount of any Swing Loans shall be paid solely to the Swing Loan Lender. Without limiting the foregoing, if at any time (W) the Dollar Equivalent of the outstanding principal amount of all Alternative Currency Loans shall exceed the Non-U.S. Dollar Sublimit, (X) the Dollar Equivalent of the outstanding principal amount of all Revolving Credit Loans denominated in Swiss Francs shall exceed the Swiss Francs Sublimit, (Y) the Dollar Equivalent of the outstanding principal amount of all Revolving Credit Loans denominated in Norwegian Krone shall exceed the Norwegian Krone Sublimit, or (Z) the Dollar Equivalent of the outstanding principal amount of all Revolving Credit Loans denominated in Swedish Krona shall exceed the Swedish Krona Sublimit, then, in each case, the Borrower shall, within five (5) Business Days of such occurrence pay the amount of such excess to the Agent for the respective accounts of the Revolving Credit Lenders for application to the Revolving Credit Loans denominated in the applicable Alternative Currencies, together with any additional amounts payable pursuant to §4.7excess. (b) For purposes In the event Borrower or any Subsidiary shall receive any upfront cash monetization fee(s) (whether in the form of determining compliance prepaid rent or otherwise) in connection with §3.2(athe consummation of a Clean Coal Transaction, Borrower shall, substantially simultaneously with (and in any event not later than the third Business Day following) the receipt of such fee(s) by Borrower or such Subsidiary, apply an amount equal to 50% of such fee(s) (or such lesser amount to repay the Obligations then outstanding in full) to prepayment of the Loans and other Obligations then outstanding. Borrower shall deliver to Lender, at the covenants set time of each prepayment required under this Section 2.6(b), (i) a certificate signed by a Manager of Borrower, setting forth in §9, reasonable detail the Outstanding calculation of the amount of the Revolving Credit Loans such prepayment and the Letters of Credit Liabilities which are denominated in Alternative Currencies shall be re-determined on the Revaluation Date occurring on the last calendar day of each calendar month prior (ii) to the Revolving Credit Maturity extent practicable, at least one Business Day prior written notice of such prepayment. Each prepayment under this Section 2.6(b) after the Amortization Date based on shall automatically and permanently reduce the Dollar Equivalent of Commitment by the aggregate outstanding principal amount of such Revolving Credit Loans and Letter of Credit Liabilities prepayment. (determined as of such day prior to 11:00 a.m. Cleveland, Ohio time). If, as a result of such re-determination, a c) Each prepayment of such Revolving Credit Loans (or, if applicable, other Obligations) pursuant to Section 2.6(a) or Section 2.6(b) above shall be accompanied by all accrued but unpaid interest, costs, expenses and fees pertaining thereto. Mandatory prepayments of the Loans made after the Amortization Date shall be applied in reverse chronological order of maturity. Any principal or interest prepaid pursuant to this Section 2.6 shall be in addition to, and not in lieu of, all payments otherwise required to be paid under §3.2(a), the Agent shall promptly notify the Lenders and the Borrower thereof and Borrower shall within five (5) Business Days of receiving such notice from Agent make a prepayment of such Revolving Credit Loans to the extent required under §3.2(a)Loan Documents.

Mandatory Prepayments. (a) If at any time (i) the sum of the aggregate outstanding principal amount of the Revolving Credit Loans, the Swing Loans and the Letter of Credit Liabilities exceeds the Total Revolving Credit Commitment, (ii) the sum of the aggregate outstanding principal amount of the Revolving Credit Loans, the Term Loans, the Swing Loans and the Letter of Credit Liabilities exceeds the Total Commitment; provided that, for purposes of this §3.2(a)(ii), the Revaluation Date for purposes of determining the Dollar Equivalent of any amount of Term Loans, or of the portion of the Total Commitment consisting of Term Loan Commitments, shall be deemed to be the Revaluation Date determined upon the incurrence of such Term Loans or Term Loan Commitments, as the case may be, pursuant to clause (a) of the definition of Revaluation Date, or (iii) the sum of (A) the aggregate outstanding principal amount of the Revolving Credit Loans, the Term Loans, the Swing Loans and the Letter of Credit Liabilities, and (B) the aggregate amount of all other Unsecured Indebtedness of REIT and its Subsidiaries causes a violation of the covenants set forth in §§9.3 or 9.4, then the Borrower shall, within five (5) Business Days of such occurrence pay the amount of such excess to the Agent for the respective accounts of the Revolving Credit Lenders (in the case of clause (i)) or all of the Lenders (in the case of clauses (ii) and (iii)), as applicable, for application to the Revolving Credit Loans and Term Loans as provided in §3.4, together with any additional amounts payable pursuant to §4.7, and deposit in the Collateral Account and pledge to Agent cash in any additional amount necessary to secure the Outstanding Letter of Credit Liabilities, except that the amount of any Swing Loans shall be paid solely to the Swing Loan Lender. Without limiting the foregoing, if at any time (W) the Dollar Equivalent of the outstanding principal amount of all Alternative Currency Loans shall exceed the Non-U.S. Dollar Sublimit, (X) the Dollar Equivalent of the outstanding principal amount of all Revolving Credit Loans denominated in Swiss Francs shall exceed the Swiss Francs SublimitLimit, (Y) the Dollar Equivalent of the outstanding principal amount of all Revolving Credit Loans denominated in Norwegian Krone shall exceed the Norwegian Krone Sublimit, or (Z) the Dollar Equivalent of the outstanding principal amount of all Revolving Credit Loans denominated in Swedish Krona shall exceed the Swedish Krona Sublimit, then, in each case, then the Borrower shall, within five (5) Business Days of such occurrence pay the amount of such excess to the Agent for the respective accounts of the Revolving Credit Lenders for application to the Revolving Credit Loans denominated in the applicable Alternative CurrenciesSwiss Francs, together with any additional amounts payable pursuant to §4.7. (b) For purposes of determining compliance with §3.2(a) and the covenants set forth in §9, the Outstanding amount of the Revolving Credit Loans and the Letters of Credit Liabilities which are denominated in Alternative Currencies shall be re-determined on the Revaluation Date occurring on the last calendar day of each calendar month prior to the Revolving Credit Maturity Date based on the Dollar Equivalent of the aggregate outstanding principal amount of such Revolving Credit Loans and Letter of Credit Liabilities (determined as of such day prior to 11:00 a.m. Cleveland, Ohio time). If, as a result of such re-determination, a prepayment of such Revolving Credit Loans shall be required under §3.2(a), the Agent shall promptly notify the Lenders and the Borrower thereof and Borrower shall within five (5) Business Days of receiving such notice from Agent make a prepayment of such Revolving Credit Loans to the extent required under §3.2(a).

Mandatory Prepayments. (ai) If at any time (i) the sum aggregate outstanding balances of the European Revolving Loan and the European Swing Line Loan exceed the European Maximum Amount, European Borrower shall immediately repay the aggregate outstanding European Revolving Credit Advances to the extent required to eliminate such excess. If any such excess remains after repayment in full of the aggregate outstanding principal amount of the European Revolving Credit LoansAdvances, the Swing Loans and European Borrower shall provide cash collateral for the Letter of Credit Liabilities exceeds Obligations in the Total Revolving Credit Commitment, manner set forth in ANNEX B to the extent required to eliminate such excess. (ii) Immediately upon receipt by any US Credit Party of proceeds of any asset disposition (excluding proceeds of asset dispositions permitted by SECTION 6.8(a)) or any sale of Stock of any Subsidiary of any US Credit Party, Borrowers shall prepay the sum Loans in an amount equal to all such proceeds, net of (A) commissions and other reasonable and customary transaction costs, fees and expenses properly attributable to such transaction and payable by such US Credit Party in connection therewith (in each case, paid to non-Affiliates), (B) transfer taxes, (C) amounts payable to holders of senior Liens (to the extent such Liens constitute Permitted Encumbrances hereunder), if any, and (D) an appropriate reserve for income taxes in accordance with GAAP in connection therewith. Any such prepayment shall be applied in accordance with SECTION 1.3(c)(i). (iii) Immediately upon receipt by any European Credit Party of proceeds of any asset disposition (excluding proceeds of asset dispositions permitted by SECTION 6.8(a)) or any sale of Stock of any Subsidiary of any European Credit Party, Borrowers shall prepay the Loans in an amount equal to all such proceeds, net of (A) commissions and other reasonable and customary transaction costs, fees and expenses properly attributable to such transaction and payable by such European Credit Party in connection therewith (in each case, paid to non-Affiliates), (B) transfer taxes, (C) amounts payable to holders of senior Liens (to the extent such Liens constitute Permitted Encumbrances hereunder), if any, and (D) an appropriate reserve for taxes in accordance with generally accepted accounting principles in effect in the jurisdiction of organization of the aggregate outstanding principal amount applicable European Credit Party in connection therewith. Any such prepayment shall be applied in accordance with SECTION 1.3(c)(ii). (iv) If any Credit Party issues Stock, no later than the Business Day following the date of receipt of the Revolving Credit Loansproceeds thereof, the Term Loans, the Swing Loans and the Letter of Credit Liabilities exceeds the Total Commitment; provided that, for purposes of this §3.2(a)(ii), the Revaluation Date for purposes of determining the Dollar Equivalent of any amount of Term Loans, or of the portion of the Total Commitment consisting of Term Loan Commitments, shall be deemed to be the Revaluation Date determined upon the incurrence of such Term Loans or Term Loan Commitments, as Borrowers (in the case may be, pursuant of an issuance by Innovations) or the issuing Credit Party shall prepay the Loans in an amount equal to clause twenty-five percent (a25%) of the definition proceeds for any such issuance after the first anniversary of Revaluation the Closing Date and on or before the third anniversary of the Closing Date, and one hundred percent (100%) of the proceeds for any such issuance thereafter, in each case, 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 1.3(c)(iii). No repayment shall be required with respect to any Stock issuances on or before the first anniversary of the Closing. (iiiv) Until the sum Termination Date, European Borrower shall prepay the Obligations on the date that is 10 days after the earlier of (A) the aggregate outstanding principal amount of date on which the Revolving Credit Loans, Parties' annual audited Financial Statements for the Term Loans, the Swing Loans and the Letter of Credit Liabilities, and immediately preceding Fiscal Year are delivered pursuant to ANNEX E or (B) the aggregate amount of all other Unsecured Indebtedness of REIT and its Subsidiaries causes a violation of the covenants set forth in §§9.3 or 9.4, then the Borrower shall, within five (5) Business Days of date on which such occurrence pay the amount of such excess to the Agent for the respective accounts of the Revolving Credit Lenders (in the case of clause (i)) or all of the Lenders (in the case of clauses (ii) and (iii)), as applicable, for application to the Revolving Credit Loans and Term Loans as provided in §3.4, together with any additional amounts payable pursuant to §4.7, and deposit in the Collateral Account and pledge to Agent cash in any additional amount necessary to secure the Outstanding Letter of Credit Liabilities, except that the amount of any Swing Loans shall be paid solely to the Swing Loan Lender. Without limiting the foregoing, if at any time (W) the Dollar Equivalent of the outstanding principal amount of all Alternative Currency Loans shall exceed the Non-U.S. Dollar Sublimit, (X) the Dollar Equivalent of the outstanding principal amount of all Revolving Credit Loans denominated in Swiss Francs shall exceed the Swiss Francs Sublimit, (Y) the Dollar Equivalent of the outstanding principal amount of all Revolving Credit Loans denominated in Norwegian Krone shall exceed the Norwegian Krone Sublimit, or (Z) the Dollar Equivalent of the outstanding principal amount of all Revolving Credit Loans denominated in Swedish Krona shall exceed the Swedish Krona Sublimit, then, in each case, the Borrower shall, within five (5) Business Days of such occurrence pay the amount of such excess to the Agent for the respective accounts of the Revolving Credit Lenders for application to the Revolving Credit Loans denominated in the applicable Alternative Currencies, together with any additional amounts payable pursuant to §4.7. (b) For purposes of determining compliance with §3.2(a) and the covenants set forth in §9, the Outstanding amount of the Revolving Credit Loans and the Letters of Credit Liabilities which are denominated in Alternative Currencies shall be re-determined on the Revaluation Date occurring on the last calendar day of each calendar month prior to the Revolving Credit Maturity Date based on the Dollar Equivalent of the aggregate outstanding principal amount of such Revolving Credit Loans and Letter of Credit Liabilities (determined as of such day prior to 11:00 a.m. Cleveland, Ohio time). If, as a result of such re-determination, a prepayment of such Revolving Credit Loans shall be required under §3.2(a), the Agent shall promptly notify the Lenders and the Borrower thereof and Borrower shall within five (5) Business Days of receiving such notice from Agent make a prepayment of such Revolving Credit Loans to the extent required under §3.2(a).annual audited Financial

Mandatory Prepayments. (a) If at Notwithstanding anything contained herein to the contrary, all Obligations shall become immediately due and payable upon the occurrence of the Facility Termination Date for any time reason whatsoever. (ib) the sum of On each date on which the aggregate outstanding principal amount of the Revolving Credit Loans, the Swing Loans and the Letter of Credit Liabilities all Advances exceeds the Total Revolving Credit Commitmentaggregate of the Lenders' Commitments, (ii) the sum of and/or the aggregate outstanding principal amount of the Revolving Credit Loans, the Term Loans, the Swing Loans and the Letter of Credit Liabilities all Advances (other than Discretionary Non-Ratable Advances) exceeds the Total Commitment; provided that, for purposes lesser of this §3.2(a)(ii), (i) the Revaluation Date for purposes of determining the Dollar Equivalent of any amount of Term Loans, or aggregate of the portion of the Total Commitment consisting of Term Loan Commitments, shall be deemed to be the Revaluation Date determined upon the incurrence of such Term Loans or Term Loan Commitments, as the case may be, pursuant to clause (a) of the definition of Revaluation Date, or (iii) the sum of (A) Lenders' Commitments minus the aggregate outstanding principal amount of all Discretionary Non-Ratable Advances, or (ii) the Revolving Credit LoansBorrowing Base on such date, the Term Loans, Borrower shall pay to the Swing Loans and Servicing Agent for the Letter account of Credit Liabilities, and (B) each Lender the aggregate amount of all other Unsecured Indebtedness of REIT and its Subsidiaries causes a violation of the covenants any such excess (to be applied as set forth in §§9.3 or 9.4the following sentence), then together with accrued but unpaid interest on the Borrower shall, within five (5) Business Days amount required to be so prepaid to the date of such occurrence pay the amount of such excess to the Agent for the respective accounts of the Revolving Credit Lenders (prepayment and, in the case of clause the prepayment of any Fixed-Rate Advance, the Breakage Costs required to be paid pursuant to Section 2.10(b). Any such mandatory prepayment shall be applied (i)) or first, to the prepayment of all of the Lenders (in the case of clauses Floating-Rate Advances, if any, and (ii) and (iii))second, as applicable, for application to the Revolving Credit Loans and Term Loans as provided in §3.4, together with any additional amounts payable pursuant Fixed-Rate Advances then outstanding. The Borrower's obligation to §4.7, and deposit in the Collateral Account and pledge to Agent cash in any additional amount necessary to secure the Outstanding Letter of Credit Liabilities, except that the amount of any Swing Loans prepay such excess shall be paid solely to a demand Obligation which bears interest at the Swing Loan Lender. Without limiting Default Rate from the foregoing, if at any time (W) the Dollar Equivalent of the outstanding principal amount of all Alternative Currency Loans shall exceed the Non-U.S. Dollar Sublimit, (X) the Dollar Equivalent of the outstanding principal amount of all Revolving Credit Loans denominated in Swiss Francs shall exceed the Swiss Francs Sublimit, (Y) the Dollar Equivalent of the outstanding principal amount of all Revolving Credit Loans denominated in Norwegian Krone shall exceed the Norwegian Krone Sublimit, or (Z) the Dollar Equivalent of the outstanding principal amount of all Revolving Credit Loans denominated in Swedish Krona shall exceed the Swedish Krona Sublimit, then, in each case, the Borrower shall, within five (5) Business Days of such occurrence pay the amount of date such excess to the Agent for the respective accounts occurs until repayment in full of the Revolving Credit Lenders for application to the Revolving Credit Loans denominated in the applicable Alternative Currencies, together with any additional amounts payable pursuant to §4.7said excess. (b) For purposes of determining compliance with §3.2(a) and the covenants set forth in §9, the Outstanding amount of the Revolving Credit Loans and the Letters of Credit Liabilities which are denominated in Alternative Currencies shall be re-determined on the Revaluation Date occurring on the last calendar day of each calendar month prior to the Revolving Credit Maturity Date based on the Dollar Equivalent of the aggregate outstanding principal amount of such Revolving Credit Loans and Letter of Credit Liabilities (determined as of such day prior to 11:00 a.m. Cleveland, Ohio time). If, as a result of such re-determination, a prepayment of such Revolving Credit Loans shall be required under §3.2(a), the Agent shall promptly notify the Lenders and the Borrower thereof and Borrower shall within five (5) Business Days of receiving such notice from Agent make a prepayment of such Revolving Credit Loans to the extent required under §3.2(a).

Mandatory Prepayments. (ai) If The Borrowers shall immediately repay, or provide cash collateral for, the Revolving A Loans, Letters of Credit and/or Swingline Loans if at any time (i) after the sum of Effective Date the aggregate outstanding principal amount of the Aggregate Revolving Credit Loans, the Swing Loans and the Letter of Credit Liabilities Exposure exceeds the Total Revolving Credit Commitment, (ii) the sum of the aggregate outstanding principal amount of the Revolving Credit Loans, the Term Loans, the Swing Loans and the Letter of Credit Liabilities exceeds the Total Commitment; provided that, for purposes of this §3.2(a)(ii), the Revaluation Date for purposes of determining the Dollar Equivalent of any amount of Term Loans, or of the portion of the Total Commitment consisting of Term Loan Commitments, shall be deemed to be the Revaluation Date determined upon the incurrence of such Term Loans or Term Loan Commitments, as the case may be, pursuant to clause (a) of the definition of Revaluation Date, or (iii) the sum lesser of (A) the aggregate outstanding principal amount of the Aggregate Revolving Credit Loans, the Term Loans, the Swing Loans and the Letter of Credit Liabilities, Commitments and (B) the aggregate amount Applicable Borrowing Base then in effect, to the extent required to eliminate such excess and if, after giving effect to the prepayment in full of all other Unsecured Indebtedness of REIT and its Subsidiaries causes a violation outstanding Revolving A Loans, such excess has not been eliminated, prepay the Revolving A-1 Loans in an amount necessary to eliminate such excess. (ii) Immediately upon receipt by any Loan Party of the covenants Net Cash Proceeds of any disposition of (A) Revolving Priority Collateral (other than sales of Inventory in the ordinary course of business, Accounts purchased by Factor pursuant to the Factoring Agreement and other Revolving Priority Collateral permitted to be sold pursuant to Section 6.03(b)(i)(1), (3) or (4)) and (B) if the Term Loan Obligations have been paid in full, Collateral other than Revolving Priority Collateral (other than sales of Collateral other than Revolving Priority Collateral permitted to be sold pursuant to Section 6.03(b)(i)(1), (3) or (4)) the Borrowers shall prepay the Obligations, in an amount equal to 100% of such Net Cash Proceeds as set forth in §§9.3 Section 2.12(c). (iii) If any Loan Party issues Capital Stock (other than Capital Stock issued to another Loan Party or 9.4pursuant to the conversion of a Subordinated Convertible Note) or any Loan Party issues Indebtedness (other than Indebtedness permitted by Sections 6.01(a) through (j) or 6.01(l) through (n)) or if any Loan Party receives any dividend or distribution from a Person other than a Loan Party, then the Borrower shall, within five (5) Business Days Borrowers shall prepay the Obligations in an amount equal to that portion of the Net Cash Proceeds of such occurrence pay issuance or the amount of such excess dividend or distribution no later than the Business Day following the date of receipt of such Net Cash Proceeds or such dividend or distribution as set forth in Section 2.12(c) necessary so that after giving effect to the Agent for the respective accounts such prepayment Borrowers will have Availability in amount equal to at least $15,000,000 as of the such date. (iv) Immediately upon receipt by any Loan Party of (A) any Extraordinary Receipts constituting Revolving Credit Lenders (in the case of clause (i)) or all of the Lenders (in the case of clauses (ii) and (iii)), as applicable, for application to the Revolving Credit Loans and Term Loans as provided in §3.4, together with any additional amounts payable pursuant to §4.7, and deposit in the Collateral Account and pledge to Agent cash in any additional amount necessary to secure the Outstanding Letter of Credit Liabilities, except that the amount of any Swing Loans shall be paid solely to the Swing Loan Lender. Without limiting the foregoing, if at any time (W) the Dollar Equivalent of the outstanding principal amount of all Alternative Currency Loans shall exceed the Non-U.S. Dollar Sublimit, (X) the Dollar Equivalent of the outstanding principal amount of all Revolving Credit Loans denominated in Swiss Francs shall exceed the Swiss Francs Sublimit, (Y) the Dollar Equivalent of the outstanding principal amount of all Revolving Credit Loans denominated in Norwegian Krone shall exceed the Norwegian Krone SublimitPriority Collateral, or (ZB) Extraordinary Receipts constituting Collateral other than Revolving Priority Collateral if the Dollar Equivalent Term Loan Obligations have been paid in full, the Borrowers shall prepay the Obligations in an amount equal to 100% of the outstanding principal amount of all Revolving Credit Loans denominated Net Cash Proceeds received by such Person in Swedish Krona shall exceed the Swedish Krona Sublimit, then, in each case, the Borrower shall, within five (5) Business Days of connection with such occurrence pay the amount of such excess to the Agent for the respective accounts of the Revolving Credit Lenders for application to the Revolving Credit Loans denominated in the applicable Alternative Currencies, together with any additional amounts payable pursuant to §4.7. (b) For purposes of determining compliance with §3.2(a) and the covenants Extraordinary Receipts as set forth in §9Section 2.12(c). Any insurance or condemnation proceeds to be applied to the Obligations in accordance with Section 5.09 shall be applied as set forth in Section 2.12(c). If the precise amount of insurance or condemnation proceeds allocable to Inventory as compared to Equipment, fixtures and real or immovable property is not otherwise determined, the Outstanding amount allocation and application of the Revolving Credit Loans and the Letters of Credit Liabilities which are denominated in Alternative Currencies those proceeds shall be re-determined on by the Revaluation Date occurring on the last calendar day of each calendar month prior to the Revolving Credit Maturity Date based on the Dollar Equivalent of the aggregate outstanding principal amount of such Revolving Credit Loans and Letter of Credit Liabilities (determined as of such day prior to 11:00 a.m. ClevelandAdministrative Agent, Ohio time). If, as a result of such re-determination, a prepayment of such Revolving Credit Loans shall be required under §3.2(a), the Agent shall promptly notify the Lenders and the Borrower thereof and Borrower shall within five (5) Business Days of receiving such notice from Agent make a prepayment of such Revolving Credit Loans to the extent required under §3.2(a)in its Permitted Discretion.

Mandatory Prepayments. (ai) If at any time (i) the sum of the aggregate outstanding principal amount balances of the Revolving Credit Loans, Loan and the Swing Loans and Line Loan exceed the Letter of Credit Liabilities exceeds the Total Revolving Credit Commitment, (ii) the sum of the aggregate outstanding principal amount of the Revolving Credit Loans, the Term Loans, the Swing Loans and the Letter of Credit Liabilities exceeds the Total Commitment; provided that, for purposes of this §3.2(a)(ii), the Revaluation Date for purposes of determining the Dollar Equivalent of any amount of Term Loans, or of the portion of the Total Commitment consisting of Term Loan Commitments, shall be deemed to be the Revaluation Date determined upon the incurrence of such Term Loans or Term Loan Commitments, as the case may be, pursuant to clause (a) of the definition of Revaluation Date, or (iii) the sum lesser of (A) the aggregate outstanding principal amount of the Revolving Credit Loans, the Term Loans, the Swing Loans and the Letter of Credit Liabilities, Maximum Amount and (B) the Aggregate Borrowing Base, Borrowers shall immediately repay the aggregate amount of all other Unsecured Indebtedness of REIT and its Subsidiaries causes a violation outstanding Revolving Credit Advances to the extent required to eliminate such excess. If any such excess remains after repayment in full of the covenants aggregate outstanding Revolving Credit Advances, Borrowers shall provide cash collateral for the Letter of Credit Obligations in the manner set forth in §§9.3 or 9.4Annex B to the extent required to eliminate such excess. Furthermore, then if, at any time, the outstanding balance of the Revolving Loan of any Borrower shallexceeds that Borrower's separate Borrowing Base less the outstanding balance of the Swing Line Loan of that Borrower, within five (5) Business Days of such occurrence pay the applicable 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 foregoing, any Overadvance made pursuant to Section 1.1(a)(iii) shall be repaid only on demand. (ii) Immediately upon receipt by any Borrower of proceeds of any asset disposition (excluding proceeds of asset dispositions permitted by Section 6.8 (a)) or any sale of Stock of Brightpoint Holdings, Wireless Holdings or any Borrower, Borrowers shall prepay the Loans in an amount equal to all such proceeds, net of (A) commissions and other reasonable and customary transaction costs, fees and expenses properly attributable to such transaction and payable by Borrowers in connection therewith (in each case, paid to non-Affiliates), (B) transfer taxes, (C) amounts payable to holders of senior Liens (to the Agent extent such Liens constitute Permitted Encumbrances hereunder), if any, and (D) an appropriate reserve for income taxes in accordance with GAAP in connection therewith. Any such prepayment shall be applied in accordance with Section 1.3(c). (iii) If any Loan Party issues Stock, no later than the respective accounts Business Day following the date of receipt of the Revolving Credit Lenders proceeds thereof, all Borrowers (in the case of clause (i)an issuance by a Holding Company) or the issuing Borrower shall prepay the Loans in an amount equal to all such proceeds, net of the Lenders (underwriting discounts and commissions and other reasonable costs paid to non-Affiliates in the case of clauses (ii) and (iii)), as applicable, for application to the Revolving Credit Loans and Term Loans as provided in §3.4, together with any additional amounts payable pursuant to §4.7, and deposit in the Collateral Account and pledge to Agent cash in any additional amount necessary to secure the Outstanding Letter of Credit Liabilities, except that the amount of any Swing Loans connection therewith. Any such prepayment shall be paid solely to the Swing Loan Lender. Without limiting the foregoing, if at any time (W) the Dollar Equivalent of the outstanding principal amount of all Alternative Currency Loans shall exceed the Non-U.S. Dollar Sublimit, (X) the Dollar Equivalent of the outstanding principal amount of all Revolving Credit Loans denominated applied in Swiss Francs shall exceed the Swiss Francs Sublimit, (Y) the Dollar Equivalent of the outstanding principal amount of all Revolving Credit Loans denominated in Norwegian Krone shall exceed the Norwegian Krone Sublimit, or (Z) the Dollar Equivalent of the outstanding principal amount of all Revolving Credit Loans denominated in Swedish Krona shall exceed the Swedish Krona Sublimit, then, in each case, the Borrower shall, within five (5) Business Days of such occurrence pay the amount of such excess to the Agent for the respective accounts of the Revolving Credit Lenders for application to the Revolving Credit Loans denominated in the applicable Alternative Currencies, together accordance with any additional amounts payable pursuant to §4.7. (b) For purposes of determining compliance with §3.2(a) and the covenants set forth in §9, the Outstanding amount of the Revolving Credit Loans and the Letters of Credit Liabilities which are denominated in Alternative Currencies shall be re-determined on the Revaluation Date occurring on the last calendar day of each calendar month prior to the Revolving Credit Maturity Date based on the Dollar Equivalent of the aggregate outstanding principal amount of such Revolving Credit Loans and Letter of Credit Liabilities (determined as of such day prior to 11:00 a.m. Cleveland, Ohio time). If, as a result of such re-determination, a prepayment of such Revolving Credit Loans shall be required under §3.2(a), the Agent shall promptly notify the Lenders and the Borrower thereof and Borrower shall within five (5) Business Days of receiving such notice from Agent make a prepayment of such Revolving Credit Loans to the extent required under §3.2(aSection 1.3(c).

Mandatory Prepayments. Without reducing the Revolving Loan Facility or any of the Revolving Loan Commitments, the Borrower shall prepay the Loans as follows: (ai) If If, at any time, the Effective Amount of all Revolving Loans, Swing Line Loans and L/C Obligations then outstanding exceeds the Revolving Loan Facility at such time, the Borrower shall immediately (A) prepay the Swing Line Loans to the extent Swing Line Loans in a sufficient amount are then outstanding, (B) then prepay the Revolving Loans to the extent Revolving Loans in a sufficient amount are then outstanding, in an aggregate principal amount equal to such excess and (C) if the Revolving Loan Facility has been reduced to zero, Cash Collateralize the Obligations in respect of the Revolving Loan Facility 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 CBII Entity sells or otherwise disposes of any assets (other than (A) sales permitted under Section 5.02(c)(i), (iii), (v), (vi), (vii) or (viii), (B) sales or leases between Borrower Entities (other than any Fresh Express Entities), (C) sales or leases between Fresh Express Entities (provided that such sale or lease does not impair any security for the Fresh Express Secured Obligations), (D) substantially equivalent exchanges of assets at Fair Market Value and upon terms at least as favorable as an arm’s-length transaction with unaffiliated Persons or (E) any sale (or related sales) otherwise permitted under Section 5.02(c) to the extent the aggregate consideration received by the CBII Entities for such sale (or related sales) does not exceed $1,000,000 (collectively “Permitted Sales”)) and the Net Cash Proceeds of such asset sales or other dispositions (other than Permitted Sales), when added to the Net Cash Proceeds of all such sales and other dispositions by all CBII Entities during such fiscal year (other than Permitted Sales), in the aggregate, exceed $15,000,000 for such 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 Loans and the other Obligations in the manner set forth in Section 2.06(e), in each case, in an aggregate principal amount equal to 100% of such excess or such increase in such excess; provided that so long as the Net Cash Proceeds portion of the consideration (in excess of $5,000,000 in the aggregate for 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 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, or any sale or other disposition of any Equity Securities of Landec and/or Equity Securities and assets of American Produce Company by any of the CBII Entities. Notwithstanding the foregoing, the Borrower shall not be required to 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 from such Relevant Sale are received that the Borrower intends to cause (A) in the case of a Relevant Sale of assets of any Fresh Express Entity, a Fresh Express Entity, or (B) in the case of a Relevant Sale of assets of any CBII Entity other than a Fresh Express Entity, a Borrower Entity other than a Fresh Express Entity, in either such case, to reinvest all or any portion of such Net Cash Proceeds in property, plant, equipment, other fixed or capital assets, and/or investments (including joint ventures) in Food-Related Businesses to the extent such Net Cash Proceeds are in fact so reinvested in the acquisition of such assets or investments within 180 days from the date on which such Net Cash Proceeds from the Relevant Sale are received, 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 $5,000,000 for the immediately preceding fiscal year. If, at any time after the occurrence of a Relevant Sale and prior to the acquisition of such assets or investments, the 180-day period provided in the preceding sentence shall elapse without the occurrence of the related acquisition or investment or an Event of Default shall occur and is continuing, then the Borrower shall immediately prepay the Loans in the amount and in the manner described in the first sentence of this clause (ii). (iii) If, during any fiscal year (including fiscal year 2005), any CBII Entity receives Extraordinary Receipts and the Net Cash Proceeds of such Extraordinary Receipts, when added to the Net Cash Proceeds of all such Extraordinary Receipts obtained by all CBII Entities during such fiscal year, in the aggregate, exceed $20,000,000 for such fiscal year, the Borrower shall, after receipt of by the CBII Entities of the Net Cash Proceeds from such Extraordinary Receipts which results in such an excess or an increase in such an excess (but subject to the reinvestment section below), prepay (or cause to be prepaid) the outstanding Loans and the other Obligations in the manner set forth in Section 2.06(e), in each case, in an aggregate principal amount equal to 100% of such excess or such increase in such excess. Notwithstanding the foregoing, the Borrower shall not be required to make a prepayment pursuant to this clause (iii) with respect to any event resulting in the receipt of Extraordinary Receipts (a “Relevant Event”) if the Borrower advises the Administrative Agent in writing promptly after the time the excess Net Cash Proceeds from such Relevant Event are received that the Borrower intends to cause (x) in the case of a Relevant Event involving any Fresh Express Entity, a Fresh Express Entity, and (y) in the case of a Relevant Event involving any CBII Entity other than a Fresh Express Entity, a Borrower Entity other than a Fresh Express Entity, in either such case, to reinvest all or any portion of such excess Net Cash Proceeds 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 are in fact committed to be reinvested by such Person pursuant to a purchase contract providing for the acquisition of such replacement assets that is executed by such Person and the related seller within one year from the date of such Relevant Event and (B) the acquisition of such replacement assets or investments occurs within two years from the date on which the Net Cash Proceeds from the Relevant Event are received; provided, however, that the Borrower’s requirement to advise the Administrative Agent as provided above shall not apply to any Relevant Event until the Net Cash Proceeds in respect of such Relevant Events during such fiscal year exceed $20,000,000. If, at any time after the occurrence of a Relevant Event and prior to the acquisition of the related replacement assets or investments, the one-year or two-year period provided in clause (A) or (B), respectively, of the preceding sentence shall elapse without execution of the related purchase contract (in the case of clause (A)), the occurrence of the related acquisition or investment (in the case of clause (B)) or an Event of 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 Event 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 from such Relevant Event 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 are reinvested or paid toward the Loans as directed by the Borrower. (iv) If, at any time after the Effective Date, any CBII Entity issues or incurs any Indebtedness for borrowed money, including Indebtedness evidenced by notes, bonds, debentures or other similar instruments (provided that Permitted Indebtedness shall not be counted and non-cash assets received upon issuance of debt in connection with asset acquisitions shall be excluded, except to the extent any such Permitted Indebtedness is issued or incurred to finance, directly or indirectly, the payment in cash or otherwise, of any Distributions by any of the CBII Entities), the Borrower shall, immediately after such issuance or incurrence, prepay (or cause to be prepaid) the outstanding Loans and the other Obligations in the manner set forth in Section 2.06(e), in each case, in an aggregate principal amount equal to 100% of the Net Cash Proceeds of such Indebtedness. (v) On or prior to the 120th day following the end of each fiscal year of Holdings (commencing with the fiscal year of Holdings ending December 31, 2006), the Borrower shall prepay (or cause to be prepaid) the outstanding Loans and the other Obligations in the manner set forth in Section 2.06(e), in an aggregate amount equal to 50% of Excess Cash Flow for such most recently ended fiscal year (provided that (i) such amount shall be reduced to 25% of Excess Cash Flow if the sum Consolidated Leverage Ratio as of the aggregate outstanding principal most recently ended fiscal year of Holdings shall be less than 3.00:1.00 and (ii) such amount shall be reduced to 0% of Excess Cash Flow if the Consolidated Leverage Ratio as of the Revolving Credit Loansmost recently ended fiscal year of Holdings shall be less than 2.00:1.00). (vi) If, at any time after the Effective Date, any CBII Entity issues any Equity Securities (other than any issuances thereof to CBII or any Borrower Entity), the Swing Borrower shall, immediately after such issuance or incurrence, prepay (or cause to be prepaid) the outstanding Loans and the Letter other Obligations in the manner set forth in Section 2.06(e), in each case, in an aggregate principal amount equal to 50% of Credit Liabilities exceeds the Total Revolving Credit CommitmentNet Cash Proceeds from such Equity Securities. (vii) If, at any time, (iiA) any CBII Entity shall fail to observe or perform the sum covenant contained in Section 5.02(p) of this Agreement, (B) such failure is material and (C) (1) such failure occurs with an officer of the aggregate outstanding principal amount Borrower or CBII being aware of such failure before its occurrence, (2) such failure is not isolated or (3) such failure continues without the Borrower’s promptly taking reasonable and practicable measures to remedy such failure or to mitigate the legal consequences of such failure after the date an officer of the Revolving Credit LoansBorrower or of CBII becomes aware of such failure, the Administrative Agent may or, upon instructions from the Required Term LoansB Lenders or the Required Term C Lenders, as applicable, shall, by written notice to the Swing Borrower, require the Borrower to prepay any outstanding Term B Loans and the Letter of Credit Liabilities exceeds the Total Commitment; provided that, for purposes of this §3.2(a)(ii), the Revaluation Date for purposes of determining the Dollar Equivalent of any amount of outstanding Term C Loans, or of the portion of the Total Commitment consisting of Term Loan Commitments, shall be deemed to be the Revaluation Date determined upon the incurrence of such Term Loans or Term Loan Commitments, as the case may be, pursuant to clause (a) of the definition of Revaluation Date, or (iii) the sum of (A) the aggregate outstanding principal amount of the Revolving Credit Loans, the Term Loans, the Swing Loans and the Letter of Credit Liabilities, and (B) the aggregate amount of all other Unsecured Indebtedness of REIT and its Subsidiaries causes a violation of the covenants set forth in §§9.3 or 9.4, then the Borrower shall, within five (5) Business Days of agrees to so prepay such occurrence pay the amount of such excess to the Agent for the respective accounts of the Revolving Credit Lenders (in the case of clause (i)) or all of the Lenders (in the case of clauses (ii) and (iii)), as applicable, for application to the Revolving Credit Term B Loans and Term Loans C Loans, as provided in §3.4the case may be, together with any additional amounts payable pursuant to §4.7, immediately (and deposit in the Collateral Account and pledge to Agent cash in any additional amount necessary to secure the Outstanding Letter of Credit Liabilities, except that the amount of any Swing Loans shall be paid solely to the Swing Loan Lender. Without limiting the foregoing, if at any time (Wevent within 10 Business Days) the Dollar Equivalent of the outstanding principal amount of all Alternative Currency Loans shall exceed the Non-U.S. Dollar Sublimit, (X) the Dollar Equivalent of the outstanding principal amount of all Revolving Credit Loans denominated in Swiss Francs shall exceed the Swiss Francs Sublimit, (Y) the Dollar Equivalent of the outstanding principal amount of all Revolving Credit Loans denominated in Norwegian Krone shall exceed the Norwegian Krone Sublimit, or (Z) the Dollar Equivalent of the outstanding principal amount of all Revolving Credit Loans denominated in Swedish Krona shall exceed the Swedish Krona Sublimit, then, in each case, the Borrower shall, within five (5) Business Days following receipt of such occurrence pay the amount of such excess to the Agent for the respective accounts of the Revolving Credit Lenders for application to the Revolving Credit Loans denominated in the applicable Alternative Currencies, together with any additional amounts payable pursuant to §4.7notice. (b) For purposes of determining compliance with §3.2(a) and the covenants set forth in §9, the Outstanding amount of the Revolving Credit Loans and the Letters of Credit Liabilities which are denominated in Alternative Currencies shall be re-determined on the Revaluation Date occurring on the last calendar day of each calendar month prior to the Revolving Credit Maturity Date based on the Dollar Equivalent of the aggregate outstanding principal amount of such Revolving Credit Loans and Letter of Credit Liabilities (determined as of such day prior to 11:00 a.m. Cleveland, Ohio time). If, as a result of such re-determination, a prepayment of such Revolving Credit Loans shall be required under §3.2(a), the Agent shall promptly notify the Lenders and the Borrower thereof and Borrower shall within five (5) Business Days of receiving such notice from Agent make a prepayment of such Revolving Credit Loans to the extent required under §3.2(a).

Mandatory Prepayments. (ai) If at any time the outstanding principal balance of the aggregate Revolving Loan exceeds an amount equal to (ix) the sum Maximum Amount less (y) the aggregate Letter of Credit Obligations outstanding at such time, Borrower shall immediately repay the aggregate outstanding Advances to the extent required to eliminate such excess. If any such excess remains after repayment in full of the aggregate outstanding principal amount of the Revolving Credit LoansAdvances, the Swing Loans and Borrower shall provide cash collateral, guaranties or other support to Administrative Agent for the Letter of Credit Liabilities exceeds Obligations in the Total Revolving Credit Commitment, manner set forth in Section 2.2 to the extent required to eliminate such excess. (ii) the sum Within five (5) days of receipt by any Loan Party or any of its Subsidiaries of cash proceeds of any asset disposition (including any disposition of Stock of any Subsidiary of any Loan Party), insurance proceeds paid in respect of any casualty loss relating to any assets or property of such Person or proceeds of a Condemnation Event (other than asset disposition, insurance and/or Condemnation Event proceeds of less than $500,000 in the aggregate outstanding principal amount in any Fiscal Year and all proceeds of the Revolving Credit Loansasset dispositions permitted by Section 7.8 (other than clauses (c) and (e) thereof)) (in each case, the Term Loansnet of (I) commissions and other reasonable and customary transaction costs, the Swing Loans fees and the Letter of Credit Liabilities exceeds the Total Commitment; provided thatexpenses properly attributable to such transaction and payable by a Loan Party or its Subsidiary in connection therewith (in each case, for purposes of this §3.2(a)(iipaid to non-Affiliates), (II) transfer taxes, (III) amounts payable to holders of Liens (to the Revaluation Date for purposes of determining the Dollar Equivalent of any amount of Term Loansextent such Liens constitute Permitted Encumbrances hereunder), or of the portion of the Total Commitment consisting of Term Loan Commitments, shall be deemed to be the Revaluation Date determined upon the incurrence of such Term Loans or Term Loan Commitments, as the case may be, pursuant to clause (a) of the definition of Revaluation Date, or (iii) the sum of (A) the aggregate outstanding principal amount of the Revolving Credit Loans, the Term Loans, the Swing Loans and the Letter of Credit Liabilitiesif any, and (BIV) an appropriate reserve for income taxes and indemnification obligations in accordance with GAAP in connection therewith), Borrower shall prepay the aggregate Loans and other Obligations in an amount of equal to all other Unsecured Indebtedness of REIT and its Subsidiaries causes a violation such net cash proceeds; provided that no prepayment shall be required in connection with such an asset disposition, casualty loss or Condemnation Event if the proceeds thereof are reinvested by the Person receiving such proceeds in assets useful in the business of the covenants set forth Loan Parties (or, in §§9.3 the case of insurance proceeds, used to repair, refurbish, restore, replace or 9.4rebuild the asset giving rise to such proceeds) within one hundred and eighty days following receipt thereof, then but only to the extent that Borrower shall, notifies Administrative Agent of such Person’s intent to make such reinvestment within five (5) Business Days of such occurrence pay the amount of such excess to the Agent for the respective accounts days of the Revolving Credit Lenders (time such proceeds are received and when such reinvestment occurs no Default or Event of Default shall then be in the case of clause (i)) or all of the Lenders (in the case of clauses (ii) and (iii)), as applicable, for application to the Revolving Credit Loans and Term Loans as provided in §3.4, together with any additional amounts payable pursuant to §4.7, and deposit in the Collateral Account and pledge to Agent cash in any additional amount necessary to secure the Outstanding Letter of Credit Liabilities, except that the amount of any Swing Loans existence. Any such prepayment shall be paid solely to the Swing Loan Lender. Without limiting the foregoing, if at any time applied in accordance with Section 2.3(c) below (W) the Dollar Equivalent of the outstanding principal amount of all Alternative Currency Loans shall exceed the Non-U.S. Dollar Sublimit, (X) the Dollar Equivalent of the outstanding principal amount of all Revolving Credit Loans denominated in Swiss Francs shall exceed the Swiss Francs Sublimit, (Y) the Dollar Equivalent of the outstanding principal amount of all Revolving Credit Loans denominated in Norwegian Krone shall exceed the Norwegian Krone Sublimit, or (Z) the Dollar Equivalent of the outstanding principal amount of all Revolving Credit Loans denominated in Swedish Krona shall exceed the Swedish Krona Sublimit, then, in each case, the Borrower shall, either within five (5) Business Days days of such occurrence pay receipt thereof or upon expiration of the amount of such excess 180-day period described above to the Agent for extent the respective accounts of the Revolving Credit Lenders for application to the Revolving Credit Loans denominated net proceeds are not so reinvested (or, in the applicable Alternative Currenciescase of insurance proceeds, together with any additional amounts payable pursuant not used to §4.7. (brepair, refurbish, restore, replace or rebuild the asset giving rise to such proceeds) For purposes of determining compliance with §3.2(a) within such period as permitted in this Section 2.3(b)(ii)), and the covenants set forth in §9, the Outstanding amount of the Revolving Credit Loans and the Letters of Credit Liabilities which are denominated in Alternative Currencies shall be re-determined on the Revaluation Date occurring on the last calendar day of each calendar month prior to the Revolving Credit Maturity Date based on the Dollar Equivalent of the aggregate outstanding principal amount of such Revolving Credit Loans and Letter of Credit Liabilities (determined as of such day prior to 11:00 a.m. Cleveland, Ohio time). If, as a result of such re-determination, a prepayment of such Revolving Credit Loans shall be required under §3.2(a), the Agent shall promptly notify the Lenders and the Borrower thereof and Borrower shall within five (5) Business Days of receiving such notice from Agent make a prepayment of such Revolving Credit Loans accompanied by LIBOR funding breakage costs to the extent required under §3.2(athe terms of this Agreement. Notwithstanding anything to the contrary contained in the foregoing, all insurance proceeds which are to be made available to a Loan Party or one of its Subsidiaries to reinvest shall, until such time as reinvested pursuant to the terms hereof, be maintained in a Blocked Account or held as Cash Equivalents in a securities account, for which the applicable securities intermediary has agreed, pursuant to a securities account control agreement reasonably acceptable to Administrative Agent, to comply with entitlement and disposition orders originated by Administrative Agent, without further consent or direction from any Loan Party or any other Person. (iii) (A) If any Loan Party or any of its Subsidiaries issues Stock (other than issuances (1) by Holdings in connection with a public offering of such Stock pursuant to an effective registration statement under the Securities Act of 1933 (which such issuance is subject to Section 2.3(b)(iii)(B) below), (2) to management, employees or directors pursuant to stock option or similar plans or otherwise in connection with their employment or (3) by Borrower to Holdings or by any Subsidiary to another Loan Party), or incurs any Indebtedness (other than Indebtedness permitted to be incurred under Section 7.3), no later than the second Business Day following the date of receipt of the cash proceeds thereof by any Loan Party or any of its Subsidiaries, Borrower shall prepay the Loans and other Obligations in an amount equal to all such cash proceeds, 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 2.3(c) below and shall be accompanied by a premium pursuant to Section 2.3(g) and LIBOR funding breakage costs as required under the terms of this Agreement, in each case to the extent applicable.

Mandatory Prepayments. (a) If at any time (i) If the sum Borrower Disposes of any property or assets, whether pursuant to a sale under Section 363 of the Bankruptcy Code or otherwise (other than sales or issuances by Borrower of its Equity Interests referred to in clause (ii) below), the Borrower shall prepay an aggregate outstanding principal amount of Term Loans equal to 100% of all such Net Cash Proceeds immediately upon receipt thereof by the Revolving Credit Loans, the Swing Loans and the Letter of Credit Liabilities exceeds the Total Revolving Credit Commitment, Borrower. (ii) Upon the sum sale or issuance by the Borrower or any of its Subsidiaries of any of its Equity Interests (other than sales or issuances of Equity Interests in connection with customary compensation or benefit programs), the Borrower shall prepay an aggregate outstanding principal amount of Term Loans equal to 100% of all Net Cash Proceeds received therefrom immediately upon receipt thereof. (iii) Upon the Revolving Credit Loansincurrence or issuance by the Borrower or any of its Subsidiaries of any Indebtedness other than Permitted Indebtedness, the Borrower shall prepay an aggregate principal amount of Term Loans, Loans equal to 100% of all Net Cash Proceeds received therefrom immediately upon receipt thereof by the Swing Loans and Borrower or such Subsidiary. (iv) Upon the Letter receipt of Credit Liabilities exceeds the Total Commitment; provided that, for purposes of any proceeds from an Extraordinary Receipt not otherwise included in this §3.2(a)(iiSection 5.02(a), the Revaluation Date for purposes of determining the Dollar Equivalent of any Borrower shall prepay an aggregate principal amount of Term Loans, or of the portion of the Total Commitment consisting of Term Loan Commitments, shall be deemed Loans equal to be the Revaluation Date determined upon the incurrence of such Term Loans or Term Loan Commitments, as the case may be, pursuant to clause (a) of the definition of Revaluation Date, or (iii) the sum of (A) the aggregate outstanding principal amount of the Revolving Credit Loans, the Term Loans, the Swing Loans and the Letter of Credit Liabilities, and (B) the aggregate amount 100% of all other Unsecured Indebtedness of REIT and its Subsidiaries causes a violation of the covenants set forth in §§9.3 or 9.4, then Net Cash Proceeds received therefrom immediately upon receipt thereof by the Borrower shall, within five (5) Business Days of or such occurrence pay the amount of such excess to the Agent for the respective accounts of the Revolving Credit Lenders (in the case of clause (i)) or all of the Lenders (in the case of clauses (ii) and (iii)), as applicable, for application to the Revolving Credit Loans and Term Loans as provided in §3.4, together with any additional amounts payable pursuant to §4.7, and deposit in the Collateral Account and pledge to Agent cash in any additional amount necessary to secure the Outstanding Letter of Credit Liabilities, except that the amount of any Swing Loans shall be paid solely to the Swing Loan Lender. Without limiting the foregoing, if at any time (W) the Dollar Equivalent of the outstanding principal amount of all Alternative Currency Loans shall exceed the Non-U.S. Dollar Sublimit, (X) the Dollar Equivalent of the outstanding principal amount of all Revolving Credit Loans denominated in Swiss Francs shall exceed the Swiss Francs Sublimit, (Y) the Dollar Equivalent of the outstanding principal amount of all Revolving Credit Loans denominated in Norwegian Krone shall exceed the Norwegian Krone Sublimit, or (Z) the Dollar Equivalent of the outstanding principal amount of all Revolving Credit Loans denominated in Swedish Krona shall exceed the Swedish Krona Sublimit, then, in each case, the Borrower shall, within five (5) Business Days of such occurrence pay the amount of such excess to the Agent for the respective accounts of the Revolving Credit Lenders for application to the Revolving Credit Loans denominated in the applicable Alternative Currencies, together with any additional amounts payable pursuant to §4.7Subsidiary. (b) For purposes of determining compliance with §3.2(a) and the covenants set forth in §9, the Outstanding amount of the Revolving Credit Loans and the Letters of Credit Liabilities which are denominated in Alternative Currencies shall be re-determined on the Revaluation Date occurring on the last calendar day of each calendar month prior to the Revolving Credit Maturity Date based on the Dollar Equivalent of the aggregate outstanding principal amount of such Revolving Credit Loans and Letter of Credit Liabilities (determined as of such day prior to 11:00 a.m. Cleveland, Ohio time). If, as a result of such re-determination, a prepayment of such Revolving Credit Loans shall be required under §3.2(a), the Agent shall promptly notify the Lenders and the Borrower thereof and Borrower shall within five (5) Business Days of receiving such notice from Agent make a prepayment of such Revolving Credit Loans to the extent required under §3.2(a).

Mandatory Prepayments. (ai) If at any time (i) the sum of the aggregate outstanding principal amount balance of the Revolving Credit Loans, the Swing Loans and the Letter of Credit Liabilities Loan exceeds the Total Revolving Credit Commitment, (ii) the sum of the aggregate outstanding principal amount of the Revolving Credit Loans, the Term Loans, the Swing Loans and the Letter of Credit Liabilities exceeds the Total Commitment; provided that, for purposes of this §3.2(a)(ii), the Revaluation Date for purposes of determining the Dollar Equivalent of any amount of Term Loans, or of the portion of the Total Commitment consisting of Term Loan Commitments, shall be deemed to be the Revaluation Date determined upon the incurrence of such Term Loans or Term Loan Commitments, as the case may be, pursuant to clause (a) of the definition of Revaluation Date, or (iii) the sum lesser of (A) the Maximum Amount or (B) the Borrowing Base, Borrower shall immediately repay 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 aggregate outstanding Revolving Credit LoansAdvances, the Term Loans, the Swing Loans and Borrower shall provide cash collateral for the Letter of Credit LiabilitiesObligations 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 on demand. (ii) Within three (3) months of receipt by any Credit Party of proceeds of any asset disposition (other than a disposition of the CWA Facility under clause (e) below), which when added to any other such proceeds during the Fiscal Year exceeds in the aggregate Two Hundred Fifty Thousand Dollars ($250,000), (including condemnation proceeds, but excluding proceeds of asset dispositions permitted by Section 6.8(b)), or immediately upon receipt by any Credit Party of proceeds of any sale of Stock of any Subsidiary of any Credit Party, Borrower shall prepay the Loans in an amount equal to all such proceeds, net of (A) commissions (paid to non-Affiliates), (B) transfer taxes, (C) amounts payable to holders of senior Liens (to the extent such Liens constitute Permitted Encumbrances hereunder), if any, and (D) an appropriate reserve for income taxes in accordance with GAAP in connection therewith. Any such prepayment shall be applied in accordance with clause (c) below. (iii) If Borrower issues Stock and immediately before or immediately thereafter a Default or Event of Default shall exist, or if Borrower issues any debt securities, whether or not a Default or Event of Default exists, 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. Any such prepayment shall be applied in accordance with clause (c) below. (iv) Until the Termination Date, Borrower shall prepay the Obligations on the earlier of the date which is ten (10) days after (A) the date on which Borrower's annual audited Financial Statements for the immediately preceding Fiscal Year are delivered pursuant to Annex E or (B) the aggregate date on which such annual audited Financial Statements were required to be delivered pursuant to Annex E, in an amount of all other Unsecured Indebtedness of REIT and its Subsidiaries causes a violation of the covenants set forth in §§9.3 or 9.4, then the Borrower shall, within five (5) Business Days of such occurrence pay the amount of such excess equal to the Agent for the respective accounts of the Revolving Credit Lenders (in the case of clause (i)) or all fifty percent (50%) of the Lenders (in the case of clauses Excess Cash Flow for such immediately preceding Fiscal Year ending June 28, 1997, and (ii) and twenty-five percent (iii)), as applicable, 25%) of Excess Cash Flow for application to the Revolving Credit Loans and Term Loans as provided in §3.4, together with any additional amounts payable each such immediately preceding Fiscal Year thereafter. Any prepayments from Excess Cash Flow paid pursuant to §4.7, and deposit in the Collateral Account and pledge to Agent cash in any additional amount necessary to secure the Outstanding Letter of Credit Liabilities, except that the amount of any Swing Loans this clause (iv) shall be paid solely applied in accordance with clause (c) below. Each such prepayment shall be accompanied by a certificate signed by Borrower's chief financial officer certifying the manner in which Excess Cash Flow and the resulting prepayment were calculated, which certificate shall be in form and substance satisfactory to the Swing Loan Lender. Without limiting the foregoing, if . (v) If at any time the Available Domestic Collateral Ratio is less than eighty percent (W) 80%), Borrower shall immediately prepay the Dollar Equivalent Term Loan in the Amount required to increase the Available Domestic Collateral Ratio to at least eighty percent (80%). Any such prepayment shall be applied to prepay the scheduled installments of the outstanding principal amount Term Loan in inverse order of all Alternative Currency Loans shall exceed the Non-U.S. Dollar Sublimit, (X) the Dollar Equivalent of the outstanding principal amount of all Revolving Credit Loans denominated in Swiss Francs shall exceed the Swiss Francs Sublimit, (Y) the Dollar Equivalent of the outstanding principal amount of all Revolving Credit Loans denominated in Norwegian Krone shall exceed the Norwegian Krone Sublimit, or (Z) the Dollar Equivalent of the outstanding principal amount of all Revolving Credit Loans denominated in Swedish Krona shall exceed the Swedish Krona Sublimit, then, in each case, the Borrower shall, within five (5) Business Days of such occurrence pay the amount of such excess to the Agent for the respective accounts of the Revolving Credit Lenders for application to the Revolving Credit Loans denominated in the applicable Alternative Currencies, together with any additional amounts payable pursuant to §4.7maturity. (bvi) For purposes of determining compliance with §3.2(a) and If at any time the covenants set forth Total Collateral Ratio is less than one hundred percent (100%), Borrower shall immediately prepay the Term Loan in §9, the Outstanding amount Amount required to increase the Total Collateral Ratio to at least one hundred percent (100%). Any such prepayment shall be applied to prepay the scheduled installments of the Revolving Credit Loans and the Letters Term Loan in inverse order of Credit Liabilities which are denominated in Alternative Currencies shall be re-determined on the Revaluation Date occurring on the last calendar day of each calendar month prior to the Revolving Credit Maturity Date based on the Dollar Equivalent of the aggregate outstanding principal amount of such Revolving Credit Loans and Letter of Credit Liabilities (determined as of such day prior to 11:00 a.m. Cleveland, Ohio time). If, as a result of such re-determination, a prepayment of such Revolving Credit Loans shall be required under §3.2(a), the Agent shall promptly notify the Lenders and the Borrower thereof and Borrower shall within five (5) Business Days of receiving such notice from Agent make a prepayment of such Revolving Credit Loans to the extent required under §3.2(a)maturity.

Mandatory Prepayments. (ai) If at any time the aggregate outstanding balance of all Cdn. Revolving Loans and Cdn. Swing Line Loans exceeds the least of (iA) the Cdn. Maximum Amount, (B) the sum of the aggregate outstanding principal amount of the Revolving Credit LoansCdn. Borrowing Base and US Borrowing Availability at such time, the Swing Loans and the Letter of Credit Liabilities exceeds the Total Revolving Credit Commitment, (iiC) the sum of the Cdn. Borrowing Base and US$25,000,000, Cdn. Borrower shall immediately repay the aggregate outstanding principal amount of the Cdn. Revolving Credit Loans, Advances to the Term Loans, extent required to eliminate such excess. If at any time the Swing aggregate outstanding balance of all US Revolving Loans and the Letter of Credit Liabilities US Swing Line Loans exceeds the Total Commitment; provided that, for purposes of this §3.2(a)(ii), the Revaluation Date for purposes of determining the Dollar Equivalent of any amount of Term Loans, or of the portion of the Total Commitment consisting of Term Loan Commitments, shall be deemed to be the Revaluation Date determined upon the incurrence of such Term Loans or Term Loan Commitments, as the case may be, pursuant to clause (a) of the definition of Revaluation Date, or (iii) the sum lesser of (A) the US Maximum Amount and (B) the US Borrowing Base, the US Borrowers shall immediately repay the aggregate outstanding principal amount of the US Revolving Credit LoansAdvances to the extent required to eliminate such excess. (ii) As soon as reasonably possible and in any event within two (2) Business Days, upon receipt by any Credit Party of any cash proceeds of any asset disposition in excess of US$100,000 for each disposition or series of related dispositions, except for those dispositions permitted pursuant to the terms of Section 6.9(a), (b), (c) or (d), the Term LoansBorrowers shall, in accordance with the Swing provisions of Section 1.3(c), prepay the Loans (and the cash collateralize Letter of Credit LiabilitiesObligations) in an amount equal to all such proceeds (including the first US$100,000 of proceeds), net of (A) commissions and other reasonable and customary transaction costs, fees and expenses properly attributable to such transaction and payable by such Credit Party in connection therewith (in each case, paid to non-Affiliates), and (B) goods and services taxes, sales taxes and transfer taxes, as applicable. Any such prepayment shall be applied in accordance with the aggregate amount provisions of all Section 1.3(c). (iii) If a Credit Party issues Stock for cash (other Unsecured Indebtedness of REIT and its Subsidiaries causes a violation of the covenants set forth than issuances whose proceeds are used exclusively (A) for purposes described in §§9.3 or 9.4, then the Borrower shall, within five (5) Business Days of such occurrence pay the amount of such excess to the Agent for the respective accounts of the Revolving Credit Lenders (in the case of clause (i)) or all of the Lenders (in the case of clauses (iiSections 6.14(l) and (iii)m), as applicableor (B) issuances by Rand, for application including to fund Capital Expenditures or Permitted Acquisitions) no later than the Revolving Credit Business Day following the date of receipt of the proceeds thereof, the Borrowers shall prepay the Loans (and Term Loans as provided in §3.4, together with any additional amounts payable pursuant to §4.7, and deposit in the Collateral Account and pledge to Agent cash in any additional amount necessary to secure the Outstanding collateralize Letter of Credit LiabilitiesObligations) in an amount equal to all such proceeds, except that the amount net of any Swing Loans underwriting discounts and commissions and other reasonable costs and expenses paid to non-Affiliates in connection therewith. Any such prepayment shall be paid solely to the Swing Loan Lender. Without limiting the foregoing, if at any time (W) the Dollar Equivalent of the outstanding principal amount of all Alternative Currency Loans shall exceed the Non-U.S. Dollar Sublimit, (X) the Dollar Equivalent of the outstanding principal amount of all Revolving Credit Loans denominated applied in Swiss Francs shall exceed the Swiss Francs Sublimit, (Y) the Dollar Equivalent of the outstanding principal amount of all Revolving Credit Loans denominated in Norwegian Krone shall exceed the Norwegian Krone Sublimit, or (Z) the Dollar Equivalent of the outstanding principal amount of all Revolving Credit Loans denominated in Swedish Krona shall exceed the Swedish Krona Sublimit, then, in each case, the Borrower shall, within five (5) Business Days of such occurrence pay the amount of such excess to the Agent for the respective accounts of the Revolving Credit Lenders for application to the Revolving Credit Loans denominated in the applicable Alternative Currencies, together accordance with any additional amounts payable pursuant to §4.7Section 1.3(c). (biv) For purposes of determining compliance with §3.2(a) If a Credit Party incurs any Indebtedness other than Indebtedness expressly permitted under this Agreement (and the covenants set forth in §9for greater certainty, the Outstanding amount provisions of this Section 1.3(b)(iv) shall not constitute approval for the Revolving Credit incurrence of any such Indebtedness), the Borrowers shall prepay the Loans (and the Letters of Credit Liabilities which are denominated in Alternative Currencies shall be re-determined on the Revaluation Date occurring on the last calendar day of each calendar month prior to the Revolving Credit Maturity Date based on the Dollar Equivalent of the aggregate outstanding principal amount of such Revolving Credit Loans and cash collateralize Letter of Credit Liabilities (determined as Obligations) in an amount equal to the proceeds of all of such day prior to 11:00 a.m. Cleveland, Ohio time)Indebtedness. If, as a result of Any such re-determination, a prepayment of such Revolving Credit Loans shall be required under §3.2(a), applied in accordance with the Agent shall promptly notify the Lenders and the Borrower thereof and Borrower shall within five (5) Business Days provisions of receiving such notice from Agent make a prepayment of such Revolving Credit Loans to the extent required under §3.2(aSection 1.3(c).

Mandatory Prepayments. (ai) If at any time (i) the sum of the aggregate outstanding principal amount balances of the Revolving Credit LoansLoans exceed the Maximum Amount, Borrowers shall immediately repay the Swing aggregate outstanding Loans and to the Letter of Credit Liabilities exceeds the Total Revolving Credit Commitment, extent required to eliminate such excess. (ii) Except as otherwise provided by the sum SREF Intercreditor Agreement, immediately upon receipt by any Credit Party of the aggregate outstanding principal amount Net Proceeds of the Revolving Credit Loans, the Term Loans, the Swing Loans and the Letter any asset disposition (excluding proceeds of Credit Liabilities exceeds the Total Commitment; provided that, for purposes of this §3.2(a)(iiasset dispositions permitted by Section 6.8 (a), the Revaluation Date for purposes and, so long as an Event of determining the Dollar Equivalent Default shall not have occurred and be continuing, Net Proceeds from leases or subleases of Real Estate permitted by Section 6.8(f)) or any sale of Stock of any Subsidiary of any Credit Party to a Person other than a Credit Party, Borrowers shall prepay the Loans in an amount of Term Loansequal to all such Net Proceeds, or of the portion of the Total Commitment consisting of Term Loan Commitments, provided that Net Proceeds arising from subleases under Section 6.8(e) shall be deemed to paid at such time that the Net Proceeds derived therefrom equal $100,000 in the aggregate, and after taking account for any such payments, on each occasion thereafter that the Net Proceeds derived therefrom equal $100,000 in the aggregate. Any such prepayment shall be the Revaluation Date determined upon the incurrence of such Term Loans or Term Loan Commitments, as the case may be, pursuant to clause (a) of the definition of Revaluation Date, or applied in accordance with Section 1.2(c). (iii) If any Credit Party issues Stock to a Person other than a Credit Party no later than the sum Business Day following the date of (A) the aggregate outstanding principal amount receipt of the Revolving Credit Loansproceeds thereof, the Term Loans, the Swing Loans and the Letter of Credit Liabilities, and (B) the aggregate amount of all other Unsecured Indebtedness of REIT and its Subsidiaries causes a violation of the covenants set forth in §§9.3 or 9.4, then the Borrower shall, within five (5) Business Days of such occurrence pay the amount of such excess to the Agent for the respective accounts of the Revolving Credit Lenders Borrowers (in the case of clause (i)an issuance by a Guarantor) or the issuing Borrower shall prepay the Loans in an amount equal to all such proceeds, net of the Lenders (underwriting discounts and commissions and other reasonable costs, fees and expenses paid to non-Affiliates in the case of clauses (ii) and (iii)), as applicable, for application to the Revolving Credit Loans and Term Loans as provided in §3.4, together with any additional amounts payable pursuant to §4.7, and deposit in the Collateral Account and pledge to Agent cash in any additional amount necessary to secure the Outstanding Letter of Credit Liabilities, except that the amount of any Swing Loans connection therewith. Any such prepayment shall be paid solely to the Swing Loan Lender. Without limiting the foregoing, if at any time (W) the Dollar Equivalent of the outstanding principal amount of all Alternative Currency Loans shall exceed the Non-U.S. Dollar Sublimit, (X) the Dollar Equivalent of the outstanding principal amount of all Revolving Credit Loans denominated applied in Swiss Francs shall exceed the Swiss Francs Sublimit, (Y) the Dollar Equivalent of the outstanding principal amount of all Revolving Credit Loans denominated in Norwegian Krone shall exceed the Norwegian Krone Sublimit, or (Z) the Dollar Equivalent of the outstanding principal amount of all Revolving Credit Loans denominated in Swedish Krona shall exceed the Swedish Krona Sublimit, then, in each case, the Borrower shall, within five (5) Business Days of such occurrence pay the amount of such excess to the Agent for the respective accounts of the Revolving Credit Lenders for application to the Revolving Credit Loans denominated in the applicable Alternative Currencies, together accordance with any additional amounts payable pursuant to §4.7. (b) For purposes of determining compliance with §3.2(a) and the covenants set forth in §9, the Outstanding amount of the Revolving Credit Loans and the Letters of Credit Liabilities which are denominated in Alternative Currencies shall be re-determined on the Revaluation Date occurring on the last calendar day of each calendar month prior to the Revolving Credit Maturity Date based on the Dollar Equivalent of the aggregate outstanding principal amount of such Revolving Credit Loans and Letter of Credit Liabilities (determined as of such day prior to 11:00 a.m. Cleveland, Ohio time). If, as a result of such re-determination, a prepayment of such Revolving Credit Loans shall be required under §3.2(a), the Agent shall promptly notify the Lenders and the Borrower thereof and Borrower shall within five (5) Business Days of receiving such notice from Agent make a prepayment of such Revolving Credit Loans to the extent required under §3.2(aSection 1.2(c).

Mandatory Prepayments. (a) If The Loan Parties shall make a prepayment of the Loans upon the occurrence of any of the following (each a “Mandatory Prepayment Event”) at any time the following times and in the following amounts (such applicable amounts being referred to as “Designated Proceeds”): (i) Concurrently with the sum receipt by any Loan Party of the aggregate outstanding principal any Net Cash Proceeds from any Asset Sale, in an amount equal to 100% of the Revolving Credit Loans, the Swing Loans and the Letter of Credit Liabilities exceeds the Total Revolving Credit Commitment, such Net Cash Proceeds. (ii) Concurrently with the sum receipt by any Loan Party of the aggregate outstanding principal amount any Net Cash Proceeds from any issuance of the Revolving Credit Loansequity securities of any Loan Party (excluding (x) any issuance of shares of capital stock pursuant to any employee or director stock option program, the Term Loans, the Swing Loans benefit plan or compensation program and the Letter of Credit Liabilities exceeds the Total Commitment; provided that, for purposes of this §3.2(a)(ii(y) any issuance by a Loan Party to another Loan Party), in an amount equal to 100% of such Net Cash Proceeds. (iii) Concurrently with the Revaluation Date for purposes of determining the Dollar Equivalent receipt by any Loan Party of any amount Net Cash Proceeds from any issuance of Term Loans, or any Debt of the portion of the Total Commitment consisting of Term any Loan Commitments, shall be deemed to be the Revaluation Date determined upon the incurrence of such Term Loans or Term Loan Commitments, as the case may be, pursuant to clause Party (excluding Debt permitted by clauses (a) through (g) of the definition of Revaluation DateSection 10.7), or (iii) the sum of (A) the aggregate outstanding principal in an amount of the Revolving Credit Loans, the Term Loans, the Swing Loans and the Letter of Credit Liabilities, and (B) the aggregate amount of all other Unsecured Indebtedness of REIT and its Subsidiaries causes a violation of the covenants set forth in §§9.3 or 9.4, then the Borrower shall, within five (5) Business Days equal to 100% of such occurrence pay the amount of such excess to the Agent for the respective accounts of the Revolving Credit Lenders (in the case of clause (i)) or all of the Lenders (in the case of clauses (ii) and (iii)), as applicable, for application to the Revolving Credit Loans and Term Loans as provided in §3.4, together with any additional amounts payable pursuant to §4.7, and deposit in the Collateral Account and pledge to Agent cash in any additional amount necessary to secure the Outstanding Letter of Credit Liabilities, except that the amount of any Swing Loans shall be paid solely to the Swing Loan Lender. Without limiting the foregoing, if at any time (W) the Dollar Equivalent of the outstanding principal amount of all Alternative Currency Loans shall exceed the Non-U.S. Dollar Sublimit, (X) the Dollar Equivalent of the outstanding principal amount of all Revolving Credit Loans denominated in Swiss Francs shall exceed the Swiss Francs Sublimit, (Y) the Dollar Equivalent of the outstanding principal amount of all Revolving Credit Loans denominated in Norwegian Krone shall exceed the Norwegian Krone Sublimit, or (Z) the Dollar Equivalent of the outstanding principal amount of all Revolving Credit Loans denominated in Swedish Krona shall exceed the Swedish Krona Sublimit, then, in each case, the Borrower shall, within five (5) Business Days of such occurrence pay the amount of such excess to the Agent for the respective accounts of the Revolving Credit Lenders for application to the Revolving Credit Loans denominated in the applicable Alternative Currencies, together with any additional amounts payable pursuant to §4.7Net Cash Proceeds. (b) For purposes of determining compliance with §3.2(a) and If on any day the covenants set forth in §9Revolving Outstandings exceed the Borrowing Base, the Outstanding Loan Parties shall immediately prepay Revolving Loans and/or Cash Collateralize the outstanding Letters of Credit, or do a combination of the foregoing, in an amount sufficient to eliminate such excess. (c) If on any day on which the Revolving Commitment Amount is reduced pursuant to Section 6.1.2 the Revolving Outstandings exceed the Revolving Commitment Amount, the Loan Parties shall immediately prepay Revolving Loans or Cash Collateralize the outstanding Letters of Credit, or do a combination of the foregoing, in an amount sufficient to eliminate such excess. (d) All Mandatory Prepayments shall be applied as follows: (i) first to the outstanding amount of principal and interest under the Term Loan; (ii) second to the outstanding amount of principal and interest under the Capex Loans; and (iii) third to the outstanding amount of principal and interest under the Revolving Credit Loans and the Letters of Credit Liabilities which are denominated in Alternative Currencies shall be re-determined on the Revaluation Date occurring on the last calendar day of each calendar month prior to the Revolving Credit Maturity Date based on the Dollar Equivalent of the aggregate outstanding principal amount of such Revolving Credit Loans and Letter of Credit Liabilities (determined as of such day prior to 11:00 a.m. Cleveland, Ohio time). If, as a result of such re-determination, a prepayment of such Revolving Credit Loans shall be required under §3.2(a), the Agent shall promptly notify the Lenders and the Borrower thereof and Borrower shall within five (5) Business Days of receiving such notice from Agent make a prepayment of such Revolving Credit Loans to the extent required under §3.2(a)Commitment.

Mandatory Prepayments. (ai) If at any time (i) the sum of the aggregate outstanding principal amount balance of the Revolving Credit Loans, the Swing Loans and the Letter of Credit Liabilities Loan exceeds the Total Revolving Credit Commitment, (ii) the sum of the aggregate outstanding principal amount of the Revolving Credit Loans, the Term Loans, the Swing Loans and the Letter of Credit Liabilities exceeds the Total Commitment; provided that, for purposes of this §3.2(a)(ii), the Revaluation Date for purposes of determining the Dollar Equivalent of any amount of Term Loans, or of the portion of the Total Commitment consisting of Term Loan Commitments, shall be deemed to be the Revaluation Date determined upon the incurrence of such Term Loans or Term Loan Commitments, as the case may be, pursuant to clause (a) of the definition of Revaluation Date, or (iii) the sum lesser of (A) the aggregate outstanding principal amount of the Revolving Credit Loans, the Term Loans, the Swing Loans and the Letter of Credit Liabilities, Maximum Amount and (B) the Borrowing Base, in each case less the outstanding Swing Line Loan at such time, then Borrower shall immediately repay the aggregate amount of all other Unsecured Indebtedness of REIT and its Subsidiaries causes a violation outstanding Revolving Credit Advances to the extent required to eliminate such excess. If any such excess remains after repayment in full of the covenants aggregate outstanding Revolving Credit Advances, Borrower shall provide cash collateral for the Letter of Credit Obligations in the manner set forth in §§9.3 or 9.4, then the Borrower shall, within five (5) Business Days of such occurrence pay the amount of such excess Annex B to the Agent for extent required to eliminate such excess. Notwithstanding the respective accounts of the Revolving Credit Lenders (in the case of clause (i)foregoing, any Overadvance made pursuant to Section 1.1(a)(iii) or all of the Lenders (in the case of clauses shall be repaid only on demand. (ii) and (iii)), as applicable, for application to the Revolving Immediately upon receipt by any Credit Loans and Term Loans as provided in §3.4, together with any additional amounts payable pursuant to §4.7, and deposit in the Collateral Account and pledge to Agent cash in any additional amount necessary to secure the Outstanding Letter of Credit Liabilities, except that the amount Party of any Swing cash proceeds of any asset disposition or any sale of Stock of any Subsidiary of any Credit Party, Borrower shall prepay the Loans shall be paid solely in an amount equal to the Swing Loan Lender. Without limiting the foregoingall such proceeds, if at net of (A) commissions and other reasonable and customary transaction costs, fees and expenses properly attributable to such transaction and payable by any time Credit Party in connection therewith (W) the Dollar Equivalent of the outstanding principal amount of all Alternative Currency Loans shall exceed the Non-U.S. Dollar Sublimit, (X) the Dollar Equivalent of the outstanding principal amount of all Revolving Credit Loans denominated in Swiss Francs shall exceed the Swiss Francs Sublimit, (Y) the Dollar Equivalent of the outstanding principal amount of all Revolving Credit Loans denominated in Norwegian Krone shall exceed the Norwegian Krone Sublimit, or (Z) the Dollar Equivalent of the outstanding principal amount of all Revolving Credit Loans denominated in Swedish Krona shall exceed the Swedish Krona Sublimit, then, in each case, the Borrower shallpaid to non-Affiliates), within five (5B) Business Days transfer taxes, (C) amounts payable to holders of such occurrence pay the amount of such excess senior Liens (to the Agent extent such Liens constitute Permitted Encumbrances hereunder), if any, and (D) an appropriate reserve for the respective accounts of the Revolving Credit Lenders for application to the Revolving Credit Loans denominated income taxes in the applicable Alternative Currencies, together accordance with any additional amounts payable pursuant to §4.7GAAP in connection therewith. Any such prepayment shall be applied in accordance with Section 1.3(c). (biii) For purposes If any Credit Party issues Stock or debt securities, no later than the Business Day following the date of determining compliance with §3.2(a) receipt of any cash proceeds thereof, Borrower shall prepay the Loans in an amount equal to all such proceeds, net of underwriting discounts and the covenants set forth commissions and other reasonable costs paid to non-Affiliates in §9, the Outstanding amount of the Revolving Credit Loans and the Letters of Credit Liabilities which are denominated in Alternative Currencies connection therewith. Any such prepayment shall be re-determined on the Revaluation Date occurring on the last calendar day of each calendar month prior to the Revolving Credit Maturity Date based on the Dollar Equivalent of the aggregate outstanding principal amount of such Revolving Credit Loans and Letter of Credit Liabilities (determined as of such day prior to 11:00 a.m. Cleveland, Ohio time). If, as a result of such re-determination, a prepayment of such Revolving Credit Loans shall be required under §3.2(a), the Agent shall promptly notify the Lenders and the Borrower thereof and Borrower shall within five (5) Business Days of receiving such notice from Agent make a prepayment of such Revolving Credit Loans to the extent required under §3.2(aapplied in accordance with Section 1.3(c).

Mandatory Prepayments. (ai) If at any time (i) the sum of the aggregate outstanding principal amount balances of the Revolving Credit Loans, Loan and the Swing Loans and Line Loan exceed the Letter of Credit Liabilities exceeds the Total Revolving Credit Commitment, (ii) the sum of the aggregate outstanding principal amount of the Revolving Credit Loans, the Term Loans, the Swing Loans and the Letter of Credit Liabilities exceeds the Total Commitment; provided that, for purposes of this §3.2(a)(ii), the Revaluation Date for purposes of determining the Dollar Equivalent of any amount of Term Loans, or of the portion of the Total Commitment consisting of Term Loan Commitments, shall be deemed to be the Revaluation Date determined upon the incurrence of such Term Loans or Term Loan Commitments, as the case may be, pursuant to clause (a) of the definition of Revaluation Date, or (iii) the sum lesser of (A) the aggregate outstanding principal amount of the Revolving Credit Loans, the Term Loans, the Swing Loans and the Letter of Credit Liabilities, Maximum Amount and (B) the Borrowing Base, Borrowers shall immediately repay the aggregate amount of all other Unsecured Indebtedness of REIT and its Subsidiaries causes a violation outstanding Revolving Credit Advances to the extent required to eliminate such excess. If any such excess remains after repayment in full of the covenants aggregate outstanding Revolving Credit Advances, Borrowers shall provide cash collateral for the Letter of Credit Obligations in the manner set forth in §§9.3 or 9.4, then the Borrower shall, within five (5) Business Days of such occurrence pay the amount of such excess Annex B to the Agent for extent required to eliminate such excess. Notwithstanding the respective accounts of the Revolving Credit Lenders (foregoing, any Overadvance made pursuant to Section 1.1(a)(iii) shall be repaid in the case of clause (iaccordance with Section 1.1(a)(iii)) or all of the Lenders (in the case of clauses . (ii) and (iii)), as applicable, for application to the Revolving Immediately upon receipt by any Credit Loans and Term Loans as provided in §3.4, together with any additional amounts payable pursuant to §4.7, and deposit in the Collateral Account and pledge to Agent cash in any additional amount necessary to secure the Outstanding Letter of Credit Liabilities, except that the amount Party of any Swing cash proceeds of any asset disposition, Borrowers shall prepay the Loans shall be paid solely in an amount equal to the Swing Loan Lender. Without limiting the foregoingall such proceeds, if at any time net of (WA) the Dollar Equivalent of the outstanding principal amount of all Alternative Currency Loans shall exceed the Non-U.S. Dollar Sublimitcommissions and other reasonable and customary transaction costs, fees and expenses properly attributable to such transaction and payable by Borrowers in connection therewith (X) the Dollar Equivalent of the outstanding principal amount of all Revolving Credit Loans denominated in Swiss Francs shall exceed the Swiss Francs Sublimit, (Y) the Dollar Equivalent of the outstanding principal amount of all Revolving Credit Loans denominated in Norwegian Krone shall exceed the Norwegian Krone Sublimit, or (Z) the Dollar Equivalent of the outstanding principal amount of all Revolving Credit Loans denominated in Swedish Krona shall exceed the Swedish Krona Sublimit, then, in each case, the Borrower shallpaid to non-Affiliates), within five (5B) Business Days transfer taxes, (C) amounts payable to holders of senior Liens on such occurrence pay the amount of such excess asset (to the Agent extent such Liens constitute Permitted Encumbrances hereunder), if any, and (D) an appropriate reserve for the respective accounts income taxes in accordance with GAAP in connection therewith. Any such prepayment shall be applied in accordance with Section 1.3(c). The following shall not be subject to mandatory prepayment under this clause (ii): (1) proceeds of the Revolving Credit Lenders for application to the Revolving Credit Loans denominated sales of Inventory in the applicable Alternative Currenciesordinary course of business; (2) asset disposition proceeds of less than $250,000 in the aggregate in any Fiscal Year and (3) asset disposition proceeds that are reinvested in Equipment, together with any additional amounts payable pursuant Fixtures or Real Estate within one hundred and eighty (180) days following receipt thereof; provided that Borrower notifies Agent of its intent to §4.7reinvest at the time such proceeds are received and when such reinvestment occurs. (biii) For purposes If any Credit Party issues Stock, no later than the Business Day following the date of determining compliance with §3.2(a) and receipt of the covenants set forth in §9proceeds thereof, the Outstanding amount of Borrowers shall prepay the Revolving Credit Loans (and the Letters of Credit Liabilities which are denominated in Alternative Currencies shall be re-determined on the Revaluation Date occurring on the last calendar day of each calendar month prior to the Revolving Credit Maturity Date based on the Dollar Equivalent of the aggregate outstanding principal amount of such Revolving Credit Loans and cash collateralize Letter of Credit Liabilities (determined as Obligations) 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. Any such day prior to 11:00 a.m. Cleveland, Ohio timeprepayment shall be applied in accordance with Section 1.3(c). IfThe following shall not be subject to prepayment under this clause (iii): (1) proceeds of Stock issuances to employees of ▇▇▇▇ Companies and its Subsidiaries, as a result and (2) proceeds of such re-determination, a prepayment Stock issuances to Persons that hold Stock of such Revolving Credit Loans ▇▇▇▇ Companies in an amount less than $500,000 in the aggregate. (iv) Prepayments from insurance or condemnation proceeds in accordance with Section 5.4(c) shall be required under §3.2(a), the Agent shall promptly notify the Lenders and the Borrower thereof and Borrower shall within five (5) Business Days of receiving such notice from Agent make a prepayment of such Revolving Credit Loans to the extent required under §3.2(aapplied in accordance with Section 1.3(c).

Mandatory Prepayments. (ai) If at any time (i) the sum outstanding balance of the Revolving Loan exceeds the Maximum Amount, 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 principal amount of the Revolving Credit LoansAdvances, the Swing Loans and Borrower shall provide cash collateral for the Letter of Credit Liabilities exceeds Obligations in the Total Revolving Credit Commitment, manner set forth in Annex B to the extent required to eliminate such excess. (ii) the sum of the aggregate outstanding principal amount of the Revolving Immediately upon receipt by any Credit Loans, the Term Loans, the Swing Loans and the Letter of Credit Liabilities exceeds the Total Commitment; provided that, for purposes of this §3.2(a)(ii), the Revaluation Date for purposes of determining the Dollar Equivalent Party of any cash proceeds of any asset disposition, Borrower shall prepay the Loans in an amount of Term Loansequal to all such proceeds, or of the portion of the Total Commitment consisting of Term Loan Commitments, shall be deemed to be the Revaluation Date determined upon the incurrence of such Term Loans or Term Loan Commitments, as the case may be, pursuant to clause (a) of the definition of Revaluation Date, or (iii) the sum net of (A) commissions and other reasonable transaction costs, fees and expenses properly attributable to such transaction and payable by such Credit Party in connection therewith (in each case, paid to non-Affiliates), (B) transfer taxes, (C) amounts payable to holders of Liens on such asset (to the aggregate outstanding principal amount of the Revolving Credit Loansextent such Liens constitute Liens permitted hereunder), the Term Loans, the Swing Loans and the Letter of Credit Liabilitiesif any, and (BD) an appropriate reserve for income taxes paid or payable in accordance with GAAP in connection therewith, including any reserves required to be established in accordance with GAAP against liabilities reasonably anticipated and attributable to the aggregate subject asset disposition, including, without limitation, pension and other post-employment benefit liabilities, liabilities related to environmental matters and liabilities under indemnification obligations associated with such asset disposition; provided that upon the reversal of any such reserve, such amounts so reversed shall be immediately used to repay the Loans in accordance herewith. Any such prepayment shall be applied in accordance with Section 1.3(c). The following shall not be subject to mandatory prepayment under this clause (ii): (1) proceeds of sales and dispositions permitted under Section 6.8 (a), (b), (c) or (d), and (2) asset disposition proceeds that are reinvested in the Business within two hundred seventy (270) days following receipt thereof and until reinvested are used to repay outstanding Revolving Loans or if no Revolving Loans are then outstanding are deposited in a Blocked Account in which Agent has a first priority perfected Lien; provided that Borrower notifies Agent of its intent to reinvest at the time such proceeds are received and when such reinvestment occurs. Thereafter, such funds shall be made available to such Credit Party for reinvestment as follows: (i) Borrower shall request a Revolving Credit Advance or release from the Blocked Account be made to such Credit Party in the amount of all other Unsecured Indebtedness of REIT requested to be released; and its Subsidiaries causes a violation of (ii) so long as the covenants conditions set forth in §§9.3 or 9.4Section 2.2 have been met, then the Borrower shall, within five (5) Business Days of Revolving Lenders shall make such occurrence pay the amount of such excess to the Agent for the respective accounts of the Revolving Credit Lenders (Advance or Agent shall release funds from such Blocked Account. To the extent not reinvested, such proceeds shall be applied in accordance with Section 1.3(c); provided that in the case of clause proceeds pertaining to any Credit Party other than Borrower, such proceeds shall be applied to the Loans owing by Borrower. (i)iii) If any Credit Party issues Stock (other than Stock issuances to Reading or its Affiliates the proceeds of which are contributed to the Borrower and used for the improvement or expansion of the Business, Permitted Acquisitions, Capital Expenditures or Investments permitted hereunder) or all any Credit Party incurs Indebtedness (other than Indebtedness incurred pursuant to Section 6.3), no later than the Business Day following the date of receipt of the Lenders proceeds thereof, Borrower shall prepay the Loans (in the case of clauses (ii) and (iii)), as applicable, for application to the Revolving Credit Loans and Term Loans as provided in §3.4, together with any additional amounts payable pursuant to §4.7, and deposit in the Collateral Account and pledge to Agent cash in any additional amount necessary to secure the Outstanding collateralize Letter of Credit LiabilitiesObligations) in an amount equal to all such proceeds from the issuance of such Stock or incurrence of Indebtedness, except that the amount net of any Swing Loans underwriting discounts and commissions and other reasonable costs paid to non-Affiliates in connection therewith. Any such prepayment shall be paid solely applied in accordance with Section 1.3(c). The following shall not be subject to the Swing Loan Lender. Without limiting the foregoing, if at any time prepayment under this clause (W) the Dollar Equivalent iii): proceeds of the outstanding principal amount Stock issuances to employees of all Alternative Currency Loans shall exceed the Non-U.S. Dollar Sublimit, (X) the Dollar Equivalent of the outstanding principal amount of all Revolving Credit Loans denominated in Swiss Francs shall exceed the Swiss Francs Sublimit, (Y) the Dollar Equivalent of the outstanding principal amount of all Revolving Credit Loans denominated in Norwegian Krone shall exceed the Norwegian Krone Sublimit, or (Z) the Dollar Equivalent of the outstanding principal amount of all Revolving Credit Loans denominated in Swedish Krona shall exceed the Swedish Krona Sublimit, then, in each case, the Borrower shall, within five (5) Business Days of such occurrence pay the amount of such excess to the Agent for the respective accounts of the Revolving Credit Lenders for application to the Revolving Credit Loans denominated in the applicable Alternative Currencies, together with any additional amounts payable pursuant to §4.7Holdings and its Subsidiaries. (biv) For purposes Until the Termination Date, Borrower shall prepay the Obligations on March 31 of determining compliance each Fiscal Year in an amount equal to seventy five percent (75%) of Excess Cash Flow for the immediately preceding Fiscal Year, commencing with §3.2(athe Fiscal Year ending December 31, 2008 which shall be payable on March 31, 2009. Any prepayments from Excess Cash Flow paid pursuant to this clause (iv) shall be applied in accordance with Section 1.3(c). Each such prepayment shall be accompanied by a certificate signed by a Responsible Financial Officer of the Borrower certifying the manner in which Excess Cash Flow and the covenants set forth resulting prepayment were calculated, which certificate shall be in §9form and substance reasonably satisfactory to Agent. (v) If as of the last day of any Fiscal Quarter, the Outstanding amount of Loan to Contributed Capital Ratio is more than 82.5%, no later than 5 Business Days after the Revolving Credit Loans and the Letters of Credit Liabilities which are denominated in Alternative Currencies shall be re-determined on the Revaluation Date occurring on the last calendar day of each calendar month prior to the Revolving Credit Maturity Date based on the Dollar Equivalent of the aggregate outstanding principal amount end of such Revolving Credit Fiscal Quarter Borrower shall prepay the Loans (and cash collateralize Letter of Credit Liabilities (determined as of Obligations) in an amount equal to the amount that would result in such day prior Loan to 11:00 a.m. Cleveland, Ohio time)Contributed Capital Ratio equaling no more than 82.5%. If, as a result of Any such re-determination, a prepayment of such Revolving Credit Loans shall be required under §3.2(a), the Agent shall promptly notify the Lenders and the Borrower thereof and Borrower shall within five (5) Business Days of receiving such notice from Agent make a prepayment of such Revolving Credit Loans to the extent required under §3.2(aapplied in accordance with Section 1.3(c).

Mandatory Prepayments. (a) If at any time (i) the sum of the aggregate outstanding principal amount balance of the Revolving Credit Loans, the Swing Loans and the Letter of Credit Liabilities Loan exceeds the Total Revolving Credit Commitment, (ii) the sum of the aggregate outstanding principal amount of the Revolving Credit Loans, the Term Loans, the Swing Loans and the Letter of Credit Liabilities exceeds the Total Commitment; provided that, for purposes of this §3.2(a)(ii), the Revaluation Date for purposes of determining the Dollar Equivalent of any amount of Term Loans, or of the portion of the Total Commitment consisting of Term Loan Commitments, shall be deemed to be the Revaluation Date determined upon the incurrence of such Term Loans or Term Loan Commitments, as the case may be, pursuant to clause (a) of the definition of Revaluation Date, or (iii) the sum lesser of (A) the aggregate outstanding principal amount of the Revolving Credit Loans, the Term Loans, the Swing Loans and the Letter of Credit Liabilities, Maximum Amount and (B) the Borrowing Base, Borrower shall immediately repay the aggregate amount of all other Unsecured Indebtedness of REIT and its Subsidiaries causes a violation outstanding Revolving Credit Advances to the extent required to eliminate such excess. If any such excess remains after repayment in full of the covenants aggregate outstanding Revolving Credit Advances, Borrower shall provide cash collateral for the Letter of Credit Obligations in the manner set forth in §§9.3 or 9.4, then the Borrower shall, within five (5) Business Days of such occurrence pay the amount of such excess Annex B to the Agent for the respective accounts of the Revolving Credit Lenders (in the case of clause (i)) or all of the Lenders (in the case of clauses (ii) and (iii)), as applicable, for application extent required to the Revolving Credit Loans and Term Loans as provided in §3.4, together with any additional amounts payable pursuant to §4.7, and deposit in the Collateral Account and pledge to Agent cash in any additional amount necessary to secure the Outstanding Letter of Credit Liabilities, except that the amount of any Swing Loans shall be paid solely to the Swing Loan Lender. Without limiting the foregoing, if at any time (W) the Dollar Equivalent of the outstanding principal amount of all Alternative Currency Loans shall exceed the Non-U.S. Dollar Sublimit, (X) the Dollar Equivalent of the outstanding principal amount of all Revolving Credit Loans denominated in Swiss Francs shall exceed the Swiss Francs Sublimit, (Y) the Dollar Equivalent of the outstanding principal amount of all Revolving Credit Loans denominated in Norwegian Krone shall exceed the Norwegian Krone Sublimit, or (Z) the Dollar Equivalent of the outstanding principal amount of all Revolving Credit Loans denominated in Swedish Krona shall exceed the Swedish Krona Sublimit, then, in each case, the Borrower shall, within five (5) Business Days of eliminate such occurrence pay the amount of such excess to the Agent for the respective accounts of the Revolving Credit Lenders for application to the Revolving Credit Loans denominated in the applicable Alternative Currencies, together with any additional amounts payable pursuant to §4.7excess. (b) For purposes Immediately upon receipt by Borrower of determining compliance with §3.2(a) and the covenants set forth in §9proceeds of any asset disposition (including condemnation proceeds, the Outstanding amount but excluding proceeds of the Revolving Credit Loans and the Letters of Credit Liabilities which are denominated in Alternative Currencies shall be re-determined on the Revaluation Date occurring on the last calendar day of each calendar month prior to the Revolving Credit Maturity Date based on the Dollar Equivalent of the aggregate outstanding principal amount of such Revolving Credit Loans and Letter of Credit Liabilities (determined as of such day prior to 11:00 a.m. Cleveland, Ohio timeasset dispositions permitted by Section 6.8(1). If, as a result of such re-determination, a prepayment of such Revolving Credit Loans shall be required under §3.2(a), the Agent shall promptly notify the Lenders and the Borrower thereof and Borrower shall within five prepay the Loans in an amount equal to all such proceeds, net of (5A) Business Days commissions and other reasonable and customary transaction costs, fees and expenses properly attributable to such transaction and payable by Borrower in connection therewith (in each case, paid to non-Affiliates), (B) transfer taxes, (C) amounts payable to holders of receiving such notice from Agent make a prepayment of such Revolving Credit Loans senior Liens (to the extent required under §3.2(asuch Liens constitute Permitted Encumbrances hereunder), if any, and (D) an appropriate reserve for income taxes in accordance with GAAP in connection therewith. Any such prepayment shall be applied in accordance with clause (3) below, as applicable. If Borrower issues Stock, 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. Any such prepayment shall be applied in accordance with clause (3) below.

Mandatory Prepayments. (ai) If at any time (i) the sum outstanding --------------------- balance of the aggregate outstanding principal amount of the Revolving Credit Loans, the Swing Loans and the Letter of Credit Liabilities Loan (calculated as a US Dollar Amount) exceeds the Total Revolving Credit Commitment, (ii) the sum of the aggregate outstanding principal amount of the Revolving Credit Loans, the Term Loans, the Swing Loans and the Letter of Credit Liabilities exceeds the Total Commitment; provided that, for purposes of this §3.2(a)(ii), the Revaluation Date for purposes of determining the Dollar Equivalent of any amount of Term Loans, or of the portion of the Total Commitment consisting of Term Loan Commitments, shall be deemed to be the Revaluation Date determined upon the incurrence of such Term Loans or Term Loan Commitments, as the case may be, pursuant to clause (a) of the definition of Revaluation Date, or (iii) the sum lesser of (A) the aggregate outstanding principal amount of the Revolving Credit Loans, the Term Loans, the Swing Loans and the Letter of Credit Liabilities, Maximum Amount and (B) the Aggregate Borrowing Base, Borrowers shall immediately repay the aggregate amount of all other Unsecured Indebtedness of REIT and its Subsidiaries causes a violation outstanding Revolving Credit Advances to the extent required to eliminate such excess. If any such excess remains after repayment in full of the covenants aggregate outstanding Revolving Credit Advances, Borrowers shall provide cash collateral for the Letter of Credit Obligations in the manner set forth in §§9.3 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 or 9.4, then Borrower Group exceeds that Borrower's or Borrower Group's separate Borrowing Base at any time the applicable Borrower shall, within five (5) Business Days of such occurrence pay or Borrower Group shall immediately repay its Revolving Credit Advances in the amount of such excess to (and, if necessary, shall provide cash collateral for its Letter of Credit Obligations as described above). For the Agent for the respective accounts purposes of this Section 1.3(a), the Revolving Credit Lenders (Loan to AEC Funding and the Borrowing Base of AEC Funding shall each be calculated in the case of clause (i)) or all of the Lenders (in the case of clauses US Dollar Amount thereof. (ii) and (iii)), as applicable, for application to the Revolving Immediately upon receipt by any Credit Loans and Term Loans as provided in §3.4, together with any additional amounts payable pursuant to §4.7, and deposit in the Collateral Account and pledge to Agent cash in any additional amount necessary to secure the Outstanding Letter Party of Credit Liabilities, except that the amount proceeds of any Swing Collateral, such Credit Party shall cause Borrowers to prepay the Loans shall be paid solely in an amount equal to the Swing Loan Lender. Without limiting the foregoingall such proceeds, if at any time net of (WA) the Dollar Equivalent of the outstanding principal amount of all Alternative Currency Loans shall exceed the Non-U.S. Dollar Sublimitcommissions and other reasonable and customary transaction costs, fees and expenses properly attributable to such transaction and payable by such Credit Party in connection therewith (X) the Dollar Equivalent of the outstanding principal amount of all Revolving Credit Loans denominated in Swiss Francs shall exceed the Swiss Francs Sublimit, (Y) the Dollar Equivalent of the outstanding principal amount of all Revolving Credit Loans denominated in Norwegian Krone shall exceed the Norwegian Krone Sublimit, or (Z) the Dollar Equivalent of the outstanding principal amount of all Revolving Credit Loans denominated in Swedish Krona shall exceed the Swedish Krona Sublimit, then, in each case, the Borrower shallpaid to non-Affiliates), within five (5B) Business Days transfer taxes, (C) amounts payable to holders of such occurrence pay the amount of such excess senior Liens (to the Agent extent such Liens constitute Permitted Encumbrances hereunder), if any, and (D) an appropriate reserve for the respective accounts of the Revolving Credit Lenders for application to the Revolving Credit Loans denominated income taxes in the applicable Alternative Currencies, together accordance with any additional amounts payable pursuant to §4.7. GAAP in connection therewith. Any such prepayment shall be applied in accordance with clause (b) For purposes of determining compliance with §3.2(a) and the covenants set forth in §9, the Outstanding amount of the Revolving Credit Loans and the Letters of Credit Liabilities which are denominated in Alternative Currencies shall be re-determined on the Revaluation Date occurring on the last calendar day of each calendar month prior to the Revolving Credit Maturity Date based on the Dollar Equivalent of the aggregate outstanding principal amount of such Revolving Credit Loans and Letter of Credit Liabilities (determined as of such day prior to 11:00 a.m. Cleveland, Ohio time). If, as a result of such re-determination, a prepayment of such Revolving Credit Loans shall be required under §3.2(a), the Agent shall promptly notify the Lenders and the Borrower thereof and Borrower shall within five (5) Business Days of receiving such notice from Agent make a prepayment of such Revolving Credit Loans to the extent required under §3.2(a)below.

Mandatory Prepayments. If, on any date, the Borrower or any of its Subsidiaries shall sell, assign, lease, transfer, contribute, convey, issue or otherwise dispose of, or grant options, warrants or other rights with respect to, any of its assets (a) If at any time (i) the sum of the aggregate outstanding foregoing being a "Disposition") consisting of any Significant Subsidiary of the Borrower or a substantial portion of the assets of such Significant Subsidiary (other than a Disposition permitted under Section 9.4), the Borrower shall promptly notify the Administrative Agent of such Disposition, including the amount of Net Proceeds received by the Borrower or any of its Subsidiaries in respect of such Disposition (and the amount and other type of consideration so received) and an amount equal to such Net Proceeds shall be CHAR_1\F:\DOCS\KAM\BANKING\218148_8 44 promptly applied after the receipt from time to time of such Net Proceeds to repay the principal amount of the Revolving Credit LoansCommitted Loans then outstanding (together with any interest accrued thereon). To the extent the Net Proceeds of any such Disposition exceed the amount of the Committed Loans then outstanding (together with any interest accrued thereon), or, at the time of such Disposition, the Swing Committed Loans and shall have been paid in full, such Net Proceeds shall be applied to repay first, the Letter of Credit Liabilities exceeds the Total Revolving Credit Commitment, (ii) the sum of the aggregate outstanding principal amount of the Revolving Credit LoansBid Loans then outstanding (together with any interest accrued thereon), second, the Term Loans, the Swing Loans and the Letter of Credit Liabilities exceeds the Total Commitment; provided that, for purposes of this §3.2(a)(ii), the Revaluation Date for purposes of determining the Dollar Equivalent of any amount of Term Loans, or of the portion of the Total Commitment consisting of Term Loan Commitments, shall be deemed to be the Revaluation Date determined upon the incurrence of such Term Loans or Term Loan Commitments, as the case may be, pursuant to clause (a) of the definition of Revaluation Date, or (iii) the sum of (A) the aggregate outstanding principal amount of the Revolving Credit Loans, the Term Loans, the Swing Swingline Loans and the Letter of Credit Liabilities, and then outstanding (B) the aggregate amount of all other Unsecured Indebtedness of REIT and its Subsidiaries causes a violation of the covenants set forth in §§9.3 or 9.4, then the Borrower shall, within five (5) Business Days of such occurrence pay the amount of such excess to the Agent for the respective accounts of the Revolving Credit Lenders (in the case of clause (i)) or all of the Lenders (in the case of clauses (ii) and (iii)), as applicable, for application to the Revolving Credit Loans and Term Loans as provided in §3.4, together with any additional amounts payable pursuant to §4.7, and deposit in the Collateral Account and pledge to Agent cash in any additional amount necessary to secure the Outstanding Letter of Credit Liabilities, except that the amount of any Swing Loans shall be paid solely to the Swing Loan Lender. Without limiting the foregoing, if at any time (W) the Dollar Equivalent of the outstanding principal amount of all Alternative Currency Loans shall exceed the Non-U.S. Dollar Sublimit, (X) the Dollar Equivalent of the outstanding principal amount of all Revolving Credit Loans denominated in Swiss Francs shall exceed the Swiss Francs Sublimit, (Y) the Dollar Equivalent of the outstanding principal amount of all Revolving Credit Loans denominated in Norwegian Krone shall exceed the Norwegian Krone Sublimit, or (Z) the Dollar Equivalent of the outstanding principal amount of all Revolving Credit Loans denominated in Swedish Krona shall exceed the Swedish Krona Sublimit, then, in each case, the Borrower shall, within five (5) Business Days of such occurrence pay the amount of such excess to the Agent for the respective accounts of the Revolving Credit Lenders for application to the Revolving Credit Loans denominated in the applicable Alternative Currencies, together with any additional amounts payable pursuant to §4.7. (b) For purposes of determining compliance with §3.2(ainterest accrued thereon) and the covenants set forth in §9third, the Outstanding amount of the Revolving Credit Loans and the Letters of Credit Liabilities which are denominated in Alternative Currencies shall be re-determined on the Revaluation Date occurring on the last calendar day of each calendar month prior to the Revolving Credit Maturity Date based on the Dollar Equivalent of the aggregate outstanding principal amount of such Revolving Credit Loans and Letter of Credit Liabilities (determined as of such day prior to 11:00 a.m. Cleveland, Ohio time). If, as a result of such re-determination, a prepayment of such Revolving Credit Loans shall be required under §3.2(a), the Agent shall promptly notify the Lenders and the Borrower thereof and Borrower shall within five (5) Business Days of receiving such notice from Agent make a prepayment of such Revolving Credit Loans to the extent required under §3.2(a)repay any remaining Liabilities.

Mandatory Prepayments. (ai) If at any time (i) the sum of the aggregate outstanding principal amount balances of the Revolving Credit Loans, Loan and the Swing Loans and Line Loan exceed the Letter of Credit Liabilities exceeds the Total Revolving Credit Commitment, (ii) the sum of the aggregate outstanding principal amount of the Revolving Credit Loans, the Term Loans, the Swing Loans and the Letter of Credit Liabilities exceeds the Total Commitment; provided that, for purposes of this §3.2(a)(ii), the Revaluation Date for purposes of determining the Dollar Equivalent of any amount of Term Loans, or of the portion of the Total Commitment consisting of Term Loan Commitments, shall be deemed to be the Revaluation Date determined upon the incurrence of such Term Loans or Term Loan Commitments, as the case may be, pursuant to clause (a) of the definition of Revaluation Date, or (iii) the sum lesser of (A) the aggregate outstanding principal amount of the Revolving Credit Loans, the Term Loans, the Swing Loans and the Letter of Credit Liabilities, Maximum Amount and (B) the Borrowing Base, Borrowers shall immediately repay the aggregate amount of all other Unsecured Indebtedness of REIT and its Subsidiaries causes a violation outstanding Revolving Credit Advances to the extent required to eliminate such excess. If any such excess remains after repayment in full of the covenants aggregate outstanding Revolving Credit Advances, Borrowers shall provide cash collateral for the Letter of Credit Obligations in the manner set forth in §§9.3 or 9.4, then the Borrower shall, within five (5) Business Days of such occurrence pay the amount of such excess Annex B to the Agent for extent required to eliminate such excess. Notwithstanding the respective accounts of the Revolving Credit Lenders (foregoing, any Overadvance made pursuant to Section 1.1(a)(iii) shall be repaid in the case of clause (iaccordance with Section 1.1(a)(iii)) or all of the Lenders (in the case of clauses . (ii) and (iii)), At such times as applicable, for application Agent shall have the right to the Revolving Credit Loans and Term Loans as provided in §3.4, together with any additional amounts payable exercise dominion over Borrowers’ cash balances pursuant to §4.7Section 5.13 hereof, and deposit in no later than the Collateral Account and pledge to Agent cash in Business Day following the date of receipt by any additional amount necessary to secure the Outstanding Letter of Credit Liabilities, except that the amount Party of any Swing cash proceeds of any asset disposition, Borrowers shall prepay the Loans shall be paid solely in an amount equal to the Swing Loan Lender. Without limiting the foregoingall such adjustment payments or proceeds, if at any time net of (WA) the Dollar Equivalent of the outstanding principal amount of all Alternative Currency Loans shall exceed the Non-U.S. Dollar Sublimitcommissions and other reasonable and customary transaction costs, fees and expenses properly attributable to such transaction and payable by Borrowers in connection therewith (X) the Dollar Equivalent of the outstanding principal amount of all Revolving Credit Loans denominated in Swiss Francs shall exceed the Swiss Francs Sublimit, (Y) the Dollar Equivalent of the outstanding principal amount of all Revolving Credit Loans denominated in Norwegian Krone shall exceed the Norwegian Krone Sublimit, or (Z) the Dollar Equivalent of the outstanding principal amount of all Revolving Credit Loans denominated in Swedish Krona shall exceed the Swedish Krona Sublimit, then, in each case, the Borrower shallpaid to non-Affiliates), within five (5B) Business Days transfer taxes, (C) amounts payable to holders of senior Liens on such occurrence pay the amount of such excess asset (to the extent such Liens constitute Permitted Encumbrances hereunder), if any, and (D) an appropriate reserve for income taxes in accordance with GAAP in connection therewith. Any such prepayment shall be applied in accordance with Section 1.3(c). The following shall not be subject to mandatory prepayment under this clause (ii): (1) proceeds of sales of Inventory in the ordinary course of business; (2) asset disposition proceeds of less than $250,000 in the aggregate in any Fiscal Year and (3) asset disposition proceeds that are reinvested in Equipment, Fixtures or Real Estate within one hundred and eighty (180) days following receipt thereof; provided that Borrower Representative on behalf of the applicable Borrower notifies Agent of its intent to reinvest at the time such proceeds are received and when such reinvestment occurs; provided, further, that pending such reinvestment, such asset disposition proceeds shall be delivered to Agent, for distribution first, to the respective accounts Swing Line Lender as a prepayment of Swing Line Loans (to the extent of Swing Line Loans outstanding), but not as a permanent reduction of the Swing Line Commitment, and thereafter to the Lenders as a prepayment of the Revolving Credit Lenders for application Loans (to the extent of Revolving Credit Loans denominated in then outstanding), but not as a permanent reduction of the applicable Alternative Currencies, together with any additional amounts payable pursuant to §4.7Revolving Loan Commitment. (biii) For purposes At such times as Agent shall have the right to exercise dominion over Borrowers’ cash balances pursuant to Section 5.13 hereof, if any Borrower incurs any Indebtedness (excluding intercompany Indebtedness, purchase money financing and Capitalized Leases permitted pursuant to Article 6), no later than the Business Day following the date of determining compliance with §3.2(a) and receipt of the covenants set forth in §9cash proceeds thereof, the Outstanding incurring Borrower shall prepay the Loans in an amount equal to fifty percent (50%) of the Revolving Credit Loans such proceeds, net of underwriting discounts and the Letters of Credit Liabilities which are denominated commissions and other reasonable costs paid to non-Affiliates in Alternative Currencies connection therewith. Any such prepayment shall be re-determined on the Revaluation Date occurring on the last calendar day of each calendar month prior to the Revolving Credit Maturity Date based on the Dollar Equivalent of the aggregate outstanding principal amount of such Revolving Credit Loans and Letter of Credit Liabilities (determined as of such day prior to 11:00 a.m. Cleveland, Ohio time). If, as a result of such re-determination, a prepayment of such Revolving Credit Loans shall be required under §3.2(a), the Agent shall promptly notify the Lenders and the Borrower thereof and Borrower shall within five (5) Business Days of receiving such notice from Agent make a prepayment of such Revolving Credit Loans to the extent required under §3.2(aapplied in accordance with Section 1.3(c).

Mandatory Prepayments. The Borrower shall prepay the Loans in accordance with the following: Concurrently with the incurrence of any Indebtedness by any Loan Party or any of its Subsidiaries (a) If at any time (i) the sum of the aggregate outstanding principal amount of the Revolving Credit Loans, the Swing Loans and the Letter of Credit Liabilities exceeds the Total Revolving Credit Commitment, (ii) the sum of the aggregate outstanding principal amount of the Revolving Credit Loans, the Term Loans, the Swing Loans and the Letter of Credit Liabilities exceeds the Total Commitment; provided that, for purposes of this §3.2(a)(iiother than Indebtedness permitted under Section 9.01), the Revaluation Date for purposes of determining Borrower shall (x) prepay the Dollar Equivalent of any Loans in an amount of Term Loans, or of the portion of the Total Commitment consisting of Term Loan Commitments, shall be deemed equal to be the Revaluation Date determined upon the incurrence of such Term Loans or Term Loan Commitments, as the case may be, pursuant to clause one hundred percent (a100%) of the definition of Revaluation Dateapplicable Net Debt Proceeds, or (iii) the sum of (A) the aggregate outstanding principal amount of the Revolving Credit Loans, the Term Loans, the Swing Loans and the Letter of Credit Liabilities, and (B) the aggregate amount of all other Unsecured Indebtedness of REIT and its Subsidiaries causes a violation of the covenants to be applied as set forth in §§9.3 Section 4.02(b) and (y) pay the applicable Prepayment Premium, if any. Nothing in this Section 4.02(a)(i) shall be construed to permit or 9.4, then waive any Default or Event of Default arising from any incurrence of Indebtedness not permitted under the Borrower shall, within terms of this Loan Agreement. Within five (5) Business Days of the receipt by any Loan Party or any of its Subsidiaries of any proceeds from any Disposition under Section 9.04(a) or (b) in excess of $1,500,000, the Borrower shall prepay the Loans in an amount equal to one hundred percent (100%) of the Net Disposition Proceeds from such occurrence pay the amount of such excess Disposition, to be applied as set forth in Section 4.02(b), and, solely to the Agent for the respective accounts of the Revolving Credit Lenders (in the case of clause (i)) extent such Disposition is with respect to all or substantially all of the Lenders (in the case of clauses (ii) and (iii)), as applicable, for application to the Revolving Credit Loans and Term Loans as provided in §3.4, together with any additional amounts payable pursuant to §4.7, and deposit in the Collateral Account and pledge to Agent cash in any additional amount necessary to secure the Outstanding Letter of Credit Liabilities, except that the amount of any Swing Loans shall be paid solely to the Swing Loan Lender. Without limiting the foregoing, if at any time (W) the Dollar Equivalent assets of the outstanding principal amount of all Alternative Currency Loans shall exceed the Non-U.S. Dollar Sublimit, (X) the Dollar Equivalent of the outstanding principal amount of all Revolving Credit Loans denominated in Swiss Francs shall exceed the Swiss Francs Sublimit, (Y) the Dollar Equivalent of the outstanding principal amount of all Revolving Credit Loans denominated in Norwegian Krone shall exceed the Norwegian Krone Sublimit, or (Z) the Dollar Equivalent of the outstanding principal amount of all Revolving Credit Loans denominated in Swedish Krona shall exceed the Swedish Krona Sublimit, then, in each caseLoan Parties and their Subsidiaries taken as a whole, the Borrower shallshall pay the applicable Prepayment Premium, if any; provided, however, that the Borrower may, at its option by written notice to the Administrative Agent on or prior to the date of the Disposition giving rise to such Net Disposition Proceeds, within one hundred eighty (180) days after such event, reinvest or commit to reinvest such Net Disposition Proceeds in fixed assets to be used in the business of the Borrower and its Subsidiaries so long as (A) [reserved], (B) no Default or Event of Default has occurred and is continuing, and the Borrower certifies in writing to the Administrative Agent that no Default or Event of Default has occurred and is continuing, (C) such Net Disposition Proceeds are held in an account subject to an Account Control Agreement while awaiting reinvestment and (D) the Borrower shall be in compliance with Section 9.13(bc) on a pro forma basis after giving effect to such reinvestment; provided further, that, if such Net Disposition Proceeds are committed to be reinvested within such one hundred eighty (180) period, such Net Disposition Proceeds shall actually be reinvested within an additional one hundred twenty (120) day period. Nothing in this Section 4.02(a)(ii) shall be construed to permit or waive any Default or Event of Default arising from any Disposition not permitted under the terms of this Loan Agreement. Within five (5) Business Days of the receipt by any Loan Party or any of its Subsidiaries of any proceeds from any Casualty Event in excess of $1,000,000, the Borrower shall prepay the Loans in an amount equal to one hundred percent (100%) of such Net Casualty Proceeds, to be applied as set forth in Section 4.02(b); provided, however, that the Borrower may, at its option by written notice to the Administrative Agent no later than one hundred eighty (180) days following the occurrence pay of the Casualty Event resulting in such Net Casualty Proceeds, apply such Net Casualty Proceeds to the rebuilding or replacement of such damaged, destroyed or condemned assets or property or reinvested in fixed assets to be used in the business of the Borrower and its Subsidiaries so long as such Net Casualty Proceeds are in fact used or are committed to be used to rebuild or replace the damaged, destroyed or condemned assets or property within such one hundred eighty (180) days following the receipt of such Net Casualty Proceeds, with the amount of Net Casualty Proceeds not so used after such excess period to be applied as set forth in Section 4.02(b); so long as (A) no Default or Event of Default has occurred and is continuing, and the Borrower certifies in writing to the Administrative Agent that no Default or Event of Default has occurred and is continuing, (B) such Net Casualty Proceeds are held in an account subject to an Account Control Agreement while awaiting reinvestment and (C) the Borrower shall be in compliance with Section 9.13(bc) on a pro forma basis after giving effect to such reinvestment; provided further, that, if such Net Casualty Proceeds are committed to be reinvested within such one hundred eighty (180) day period, such Net Casualty Proceeds shall be actually reinvested within an additional one hundred twenty (120) days. Nothing in this Section 4.02(a)(iii) shall be construed to permit or waive any Default or Event of Default arising, directly or indirectly, from any Casualty Event. It is understood and agreed the Prepayment Premium is not due and payable for the respective accounts of the Revolving Credit Lenders for application payments under this clause (iii). [reserved]. [reserved]. [reserved]. Notwithstanding anything to the Revolving Credit Loans denominated in contrary herein, immediately upon any acceleration of any Obligations pursuant to Section 10.02, (whether before, during or after the applicable Alternative Currenciescommencement of any proceeding under the Bankruptcy Code involving the Borrower or any other Loan Party), the Borrower shall immediately repay all the Loans, together with the applicable Prepayment Premium, unless only a portion of the Loans is so accelerated (in which case the portion so accelerated shall be so repaid together with the applicable Prepayment Premium). The parties hereto acknowledge and agree that the Prepayment Premium referred to in this Section 4.02(a)(vii) (i) is additional consideration for providing the Loans, (ii) constitutes reasonable liquidated damages to compensate the Lenders for (and is a proportionate quantification of) the actual loss of the anticipated stream of interest payments upon an early prepayment of the Loans (such damages being otherwise impossible to ascertain or even estimate for various reasons, including, without limitation, because such damages would depend on, among other things, (x) when the Loans might otherwise be repaid and (y) future changes in interest rates which are not readily ascertainable on the Closing Date), and (iii) is not a penalty to punish the Borrower for its early prepayment of the Loans or for the occurrence of any additional amounts payable pursuant to §4.7. (b) For purposes Event of determining compliance Default. Concurrently with §3.2(a) and the covenants set forth in §9any Change of Control, the Outstanding amount Borrower shall repay all of the Revolving Credit Loans Loans, together with the applicable Prepayment Premium, if any, and the Letters of Credit Liabilities which are denominated in Alternative Currencies shall be re-determined on the Revaluation Date occurring on the last calendar day of each calendar month prior to the Revolving Credit Maturity Date based on the Dollar Equivalent of the aggregate all other outstanding principal amount of such Revolving Credit Loans and Letter of Credit Liabilities (determined as of such day prior to 11:00 a.m. Cleveland, Ohio time)Obligations. If, as a result of such re-determination, a prepayment of such Revolving Credit Loans shall be required under §3.2(a), the Agent shall promptly notify the Lenders and the Borrower thereof and Borrower shall within Within five (5) Business Days after the date that the annual consolidated financial statements of receiving the Borrower and its Subsidiaries are required to be delivered pursuant to Section 8.01(c) after the end of each fiscal year ending after the Closing Date, beginning with the fiscal year ending December 31, 2021, the Borrower will prepay the Loans, to be applied as set forth in Section 4.02(b), in an amount equal to (x) the Prepayment Percentage of Excess Cash Flow, if any, for such notice from Agent make a prepayment of such Revolving Credit Loans fiscal year minus (y) other than to the extent required under §3.2(a)made from Net Debt Proceeds from any long-term Indebtedness, the principal amount of Loans voluntarily prepaid in accordance with Section 4.01 during such fiscal year.

Mandatory Prepayments. (a) If at a Vessel Disposition in accordance with the terms of Section 5.02(e)(iii) hereof or a Total Loss of any time Collateral Vessel shall occur, (i) in the sum case of a Vessel Disposition, within one (1) Business Day after the receipt by any Loan Party of the aggregate proceeds from such sale or other disposition or (ii) in the case of a Total Loss, the earlier of (A) five (5) Business Days after the receipt by any Loan Party of the proceeds of its insurance claim in respect of such Total Loss and (B) 180 days after the occurrence of such Total Loss, as applicable, the outstanding principal amount of the Revolving Credit LoansTerm Loans shall be prepaid in the amount equal to the Net Cash Proceeds from such Vessel Disposition or net proceeds of such insurance claim; provided, that, in the case of a Vessel Disposition to a Person that is not an Affiliate of a Loan Party, if the Borrower shall deliver to the Administrative Agent a certificate of a Responsible Officer of the Borrower, on or prior to the date that a prepayment would otherwise be required under this Section 2.08(a) if such certificate were not delivered, certifying that no Default or Event of Default has occurred and is continuing and that Borrower elects to make a distribution to its member in an amount not to exceed (I) in the case of a Vessel Disposition of a Core Collateral Vessel, the Swing Loans lesser of (x) 25% of such Net Cash Proceeds and the Letter of Credit Liabilities exceeds the Total Revolving Credit Commitment, (iiy) the sum amount of such Net Cash Proceeds, if any, that is in excess of the aggregate outstanding principal amount of the Revolving Credit Loans, the Term Loans, the Swing Loans and the Letter of Credit Liabilities exceeds the Total Commitment; provided that, for purposes of this §3.2(a)(ii), the Revaluation Date for purposes of determining the Dollar Equivalent of any amount of Term Loans, or of the portion of the Total Commitment consisting of Term Loan Commitments, shall be deemed required to be prepaid to cause the Revaluation Date determined upon the incurrence of such Term Loans or Term Loan Commitments, as the case may be, pursuant to clause (a) of the definition of Revaluation Date, or (iii) the sum ratio of (A1) the aggregate outstanding principal amount of the Revolving Credit Loans, the Term Loans, the Swing Loans and the Letter of Credit Liabilities, and at any time to (B2) the aggregate Fair Market Value of the Core Collateral Vessels (immediately after giving effect to such Vessel Disposition), to be less than 0.55 to 1.0, or (II) in the case of a Vessel Disposition of a Non-core Collateral Vessel, the amount of all other Unsecured Indebtedness of REIT and its Subsidiaries causes a violation such Net Cash Proceeds, if any, that is in excess of the covenants set forth amount required to be prepaid to cause the ratio of (x) the aggregate outstanding principal amount of Term Loans at any time to (y) the aggregate Fair Market Value of the Core Collateral Vessels (immediately after giving effect to such Vessel Disposition, to be less than 0.55 to 1.0 (the amount so designated for distribution, in §§9.3 the case of either clause (I) or 9.4(II), the "Distribution Election Amount"), then no prepayment shall be required pursuant to this Section 2.08(a) in respect of the Distribution Election Amount except to the extent the Distribution Election Amount has not been distributed by the Borrower shallto its member within five (5) Business Days after receipt by the applicable Loan Party, in which case such additional prepayment shall be made within such five (5) Business Day period. (b) If an Asset Disposition with respect to a Core Collateral Vessel occurs in accordance with the terms of Section 5.02(e)(vi), within five (5) Business Days after the receipt by any Loan Party of the Net Cash Proceeds from such occurrence pay Asset Disposition, the amount of Borrower shall apply, or cause to be applied, such excess Net Cash Proceeds to the Agent for the respective accounts of the Revolving Credit Lenders (in the case of clause (i)) or all of the Lenders (in the case of clauses (ii) and (iii)), as applicable, for application to the Revolving Credit Loans and Term Loans as provided in §3.4, together with any additional amounts payable pursuant to §4.7, and deposit in the Collateral Account and pledge to Agent cash in any additional amount necessary to secure the Outstanding Letter of Credit Liabilities, except that the amount of any Swing Loans shall be paid solely to the Swing Loan Lender. Without limiting the foregoing, if at any time (W) the Dollar Equivalent prepayment of the outstanding principal amount of all Alternative Currency Loans shall exceed the Non-U.S. Dollar SublimitTerm Loans. (c) If any Subsidiary of the Borrower enters into a Permitted Refinancing Transaction, (X) then on the Dollar Equivalent date such Subsidiary receives the proceeds of the applicable incurrence of Indebtedness, the outstanding principal amount of all Revolving Credit the Term Loans denominated shall be prepaid in Swiss Francs shall exceed an amount equal to the Swiss Francs Sublimit, (Y) the Dollar Equivalent of the outstanding principal aggregate amount of all Revolving Credit Net Cash Proceeds from such incurrence of Indebtedness, less an amount equal to the minimum liquidity required to be maintained pursuant to the terms of such Permitted Refinancing Transaction at such time. (d) The Borrower shall promptly prepay the Term Loans denominated in Norwegian Krone an amount required in accordance with the terms of Section 5.04(b) hereof or promptly take the other actions set forth therein. Any prepayment pursuant to this Section 2.08(c) shall exceed cure any Default under the Norwegian Krone Sublimit, financial covenant set forth in Section 5.04(b) hereof. (e) All mandatory prepayments made in accordance with this Section 2.08 will be applied ratably among the Lenders to reduce the remaining Term Loan Repayment Amounts (i) in the direct order of their maturities or (Zii) in such other manner as the Dollar Equivalent Borrower may specify in writing. (f) If the Borrower makes any mandatory prepayment in accordance with the terms of this Section 2.08 on a day other than the outstanding principal amount last day of all Revolving Credit Loans denominated in Swedish Krona shall exceed the Swedish Krona Sublimitan Interest Period with respect to such amounts being prepaid, then, in each casetogether with such payment, the Borrower shall, within five (5shall pay Break Funding Costs with respect thereto as provided in Section 2.11(d) Business Days of such occurrence pay the amount of such excess to the Agent for the respective accounts of the Revolving Credit Lenders for application to the Revolving Credit Loans denominated in the applicable Alternative Currencies, together with any additional amounts payable pursuant to §4.7and 8.04(c) hereof. (bg) For purposes In each case of determining compliance with §3.2(a) and a mandatory prepayment of the covenants Term Loans, the Required Lenders shall send to each of the parties hereto a revised principal repayment schedule, which revision, provided that the Borrower does not notify the Required Lenders of any objection thereto, shall supersede the schedule set forth in §9, the Outstanding amount of the Revolving Credit Loans and the Letters of Credit Liabilities which are denominated in Alternative Currencies shall be re-determined on the Revaluation Date occurring on the last calendar day of each calendar month prior to the Revolving Credit Maturity Date based on the Dollar Equivalent of the aggregate outstanding principal amount of such Revolving Credit Loans and Letter of Credit Liabilities (determined as of such day prior to 11:00 a.m. Cleveland, Ohio time). If, as a result of such re-determination, a prepayment of such Revolving Credit Loans shall be required under §3.2(a), the Agent shall promptly notify the Lenders and the Borrower thereof and Borrower shall within five (5) Business Days of receiving such notice from Agent make a prepayment of such Revolving Credit Loans to the extent required under §3.2(a)Section 2.06 hereof.

Mandatory Prepayments. (ai) If at any time (i) the sum of the aggregate outstanding principal amount balances of the U.S. Revolving Credit Loans, Loan and the Swing Loans and Line Loan exceed the Letter of Credit Liabilities exceeds the Total Revolving Credit Commitment, (ii) the sum of the aggregate outstanding principal amount of the Revolving Credit Loans, the Term Loans, the Swing Loans and the Letter of Credit Liabilities exceeds the Total Commitment; provided that, for purposes of this §3.2(a)(ii), the Revaluation Date for purposes of determining the Dollar Equivalent of any amount of Term Loans, or of the portion of the Total Commitment consisting of Term Loan Commitments, shall be deemed to be the Revaluation Date determined upon the incurrence of such Term Loans or Term Loan Commitments, as the case may be, pursuant to clause (a) of the definition of Revaluation Date, or (iii) the sum lesser of (A) the aggregate outstanding principal amount of the Revolving Credit Loans, the Term Loans, the Swing Loans and the Letter of Credit Liabilities, U.S. Maximum Amount and (B) the U.S. Borrowing Base, U.S. Borrower shall immediately repay the aggregate amount of all other Unsecured Indebtedness of REIT and its Subsidiaries causes a violation outstanding U.S. Revolving Credit Advances to the extent required to eliminate such excess. If any such excess remains after repayment in full of the covenants aggregate outstanding U.S. Revolving Credit Advances, U.S. Borrower shall provide cash collateral for the U.S. Letter of Credit Obligations in the manner set forth in §§9.3 or 9.4, then Annex B to the Borrower shall, within five (5) Business Days of such occurrence pay the amount of extent required to eliminate such excess which cash collateral shall be held by the Administrative Agent until there is no longer any such excess, at which time any remaining cash collateral shall be available to U.S. Borrower. Notwithstanding the Agent for the respective accounts of the Revolving Credit Lenders foregoing, any U.S. Overadvance made pursuant to Section 1.1 (in the case of clause a) (i)iii) or all of the Lenders (in the case of clauses shall be repaid only on demand. (ii) If at any time the aggregate outstanding balances of the European Revolving Loan exceed (including any such excess arising as a result of fluctuations in currency rates) the lesser of (A) the European Maximum Amount and (iii))B) the European Borrowing Base, as applicable, for application European Borrowers shall immediately repay the aggregate outstanding European Revolving Credit Advances to the extent required to eliminate such excess. If any such excess remains after repayment in full of the aggregate outstanding European Revolving Credit Loans and Term Loans as provided in §3.4Advances, together with any additional amounts payable pursuant to §4.7, and deposit in European Borrowers shall provide cash collateral for the Collateral Account and pledge to Agent cash in any additional amount necessary to secure the Outstanding European Letter of Credit LiabilitiesObligations in the manner set forth in Annex B to the extent required to eliminate such excess which cash collateral shall be held by the Administrative Agent until there is no longer any such excess, except that the amount at which time any remaining cash collateral shall be available to European Borrowers. (iii) Immediately upon receipt by any Credit Party of cash proceeds of any Swing Loans shall be paid solely to Asset Disposition (excluding proceeds of Asset Dispositions permitted by Section 6.8 (a) or, so long as no Event of Default is then continuing, Section 6.8 (e) ) or any sale of Stock of any Subsidiary of any Credit Party (excluding any sale, transfer or other disposition of any such Stock as contemplated by the Swing Loan Lender. Without limiting the foregoingPost-Closing Restructuring), U.S. Borrower, if at the cash proceeds are received by U.S. Borrower or any time (W) the Dollar Equivalent of the outstanding principal amount of all Alternative Currency Loans shall exceed the Non-U.S. Dollar Sublimit, (X) the Dollar Equivalent of the outstanding principal amount of all Revolving Credit Loans denominated in Swiss Francs shall exceed the Swiss Francs Sublimit, (Y) the Dollar Equivalent of the outstanding principal amount of all Revolving Credit Loans denominated in Norwegian Krone shall exceed the Norwegian Krone SublimitDomestic Subsidiary, or European Borrowers, if the cash proceeds are received by a European Borrower or any Foreign Credit Party, shall prepay the applicable Loans in an amount equal to all such cash proceeds, net of (ZA) the Dollar Equivalent of the outstanding principal amount of all Revolving Credit Loans denominated commissions and other reasonable and customary transaction costs, fees and expenses properly attributable to such transaction and payable by such Borrower in Swedish Krona shall exceed the Swedish Krona Sublimit, then, connection therewith (in each case, paid to non-Affiliates), (B) transfer taxes, (C) amounts payable to holders of senior Liens (to the Borrower shallextent such Liens constitute Permitted Encumbrances hereunder), within five if any, (5D) Business Days an appropriate reserve for income taxes in accordance with GAAP in connection therewith; and (E) any amounts required to be held in escrow in connection with such transaction, provided , that the escrowed cash amounts shall be applied to repay Loans under this subclause (iii) as and to the extent released from escrow; provided further that for any such proceeds which are from the sale of Stock of a Foreign Subsidiary, no more than 65% of such occurrence pay the amount cash proceeds shall be applied to any Obligation (other than any European Obligation) of U.S. Borrower or any U.S. Credit Party. Any such excess to the Agent for the respective accounts of the Revolving Credit Lenders for application to the Revolving Credit Loans denominated prepayment shall be applied in the applicable Alternative Currencies, together accordance with any additional amounts payable pursuant to §4.7Section 1.3 (c) . (biv) For purposes If any Borrower or any of determining compliance with §3.2(a) and its Subsidiaries issues Stock, no later than the covenants set forth in §9, Business Day following the Outstanding amount date of receipt of the Revolving cash proceeds thereof (excluding proceeds from any issuance of Stock contemplated by the Post-Closing Restructuring), U.S. Borrower, if the cash proceeds are received by U.S. Borrower or any Domestic Subsidiary, or European Borrowers, if the cash proceeds are received by a European Borrower or any Foreign Credit Party, shall prepay the applicable Loans in an amount equal to all such cash proceeds, net of underwriting discounts and the Letters of Credit Liabilities commissions and other reasonable costs paid to non-Affiliates in connection therewith; provided further that for any such proceeds which are denominated in Alternative Currencies from the issuance of Stock of a Foreign Subsidiary, no more than 65% of such cash proceeds shall be re-determined on applied to any Obligation (other than any European Obligation) of U.S. Borrower or any U.S. Credit Party. Any such prepayment shall be applied in accordance with Section 1.3 (c) . (v) If any Credit Party incurs any Indebtedness (other than Indebtedness permitted by Section 6.3 ) , no later than the Revaluation Date occurring on Business Day following the last calendar day date of each calendar month prior to the Revolving Credit Maturity Date based on the Dollar Equivalent receipt of the aggregate outstanding principal cash proceeds thereof, U.S. Borrower, if the cash proceeds are received by U.S. Borrower or any Domestic Subsidiary, or European Borrowers, if the cash proceeds are received by a European Borrower or any Foreign Credit Party, shall prepay the applicable Loans in an amount equal to all such cash proceeds, net of underwriting discounts and commissions and other reasonable costs paid to non-Affiliates in connection therewith. Any such Revolving Credit Loans and Letter of Credit Liabilities (determined as of such day prior to 11:00 a.m. Cleveland, Ohio time). If, as a result of such re-determination, a prepayment of such Revolving Credit Loans payment shall be required under §3.2(a), the Agent shall promptly notify the Lenders and the Borrower thereof and Borrower shall within five applied in accordance with Section 1.3 (5c) Business Days of receiving such notice from Agent make a prepayment of such Revolving Credit Loans to the extent required under §3.2(a).

Mandatory Prepayments. (ai) If at any time (i) the sum outstanding balance of the aggregate outstanding principal amount of the Revolving Credit Loans, the Swing Loans and the Letter of Credit Liabilities Loan exceeds the Total Revolving Credit Commitment, (ii) the sum of the aggregate outstanding principal amount of the Revolving Credit Loans, the Term Loans, the Swing Loans and the Letter of Credit Liabilities exceeds the Total Commitment; provided that, for purposes of this §3.2(a)(ii), the Revaluation Date for purposes of determining the Dollar Equivalent of any amount of Term Loans, or of the portion of the Total Commitment consisting of Term Loan Commitments, shall be deemed to be the Revaluation Date determined upon the incurrence of such Term Loans or Term Loan Commitments, as the case may be, pursuant to clause (a) of the definition of Revaluation Date, or (iii) the sum lesser of (A) the aggregate outstanding principal amount of the Revolving Credit Loans, the Term Loans, the Swing Loans and the Letter of Credit Liabilities, Maximum Amount and (B) the aggregate amount of all other Unsecured Indebtedness of REIT and its Subsidiaries causes a violation of the covenants set forth in §§9.3 or 9.4Borrowing Base, then the Borrower shall, within five (5) Business Days of such occurrence pay the amount of such excess to the Agent for the respective accounts of the Revolving Credit Lenders (in the case of clause (i)) or all of the Lenders (in the case of clauses (ii) and (iii)), as applicable, for application to the Revolving Credit Loans and Term Loans as provided in §3.4, together with any additional amounts payable pursuant to §4.7, and deposit in the Collateral Account and pledge to Agent cash in any additional amount necessary to secure the Outstanding Letter of Credit Liabilities, except that the amount of any Swing Loans shall be paid solely to the Swing Loan Lender. Without limiting the foregoing, if at any time (W) the Dollar Equivalent of the outstanding principal amount of all Alternative Currency Loans shall exceed the Non-U.S. Dollar Sublimit, (X) the Dollar Equivalent of the outstanding principal amount of all Revolving Credit Loans denominated in Swiss Francs shall exceed the Swiss Francs Sublimit, (Y) the Dollar Equivalent of the outstanding principal amount of all Revolving Credit Loans denominated in Norwegian Krone shall exceed the Norwegian Krone Sublimit, or (Z) the Dollar Equivalent of the outstanding principal amount of all Revolving Credit Loans denominated in Swedish Krona shall exceed the Swedish Krona Sublimit, thenless, in each case, the aggregate outstanding Swing Line Loan at such time, Borrower shallshall 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, within five (5) Business Days Borrower shall provide cash collateral for the Letter of Credit Obligations in the manner set forth in Annex B to the extent of such occurrence pay remaining excess. Notwithstanding the foregoing, any Overadvance made pursuant to Section 1.1(a)(iii) shall be repaid on demand. (ii) Immediately upon receipt by any Credit Party of proceeds of any asset disposition (including condemnation proceeds, other than asset dispositions with respect to which no prepayments are required under Section 6.8, and excluding proceeds of casualty insurance and proceeds of other claims for damage and destruction) or any sale of Stock of any Subsidiary of any Credit Party, Borrower shall prepay the Obligations in an amount equal to all such proceeds, net of (A) commissions and other reasonable and customary transaction costs, fees and expenses properly attributable to such transaction and payable by Borrower in connection therewith (in each case, paid to non-Affiliates), (B) transfer taxes, (C) amounts payable to holders of senior Liens (to the extent such Liens constitute Permitted Encumbrances hereunder), if any, and (D) an appropriate reserve for income taxes in accordance with GAAP in connection therewith. Any such prepayment shall be applied in accordance with Section 1.3(c). (iii) If Borrower issues Stock or any debt securities (other than Stock or debt securities issued pursuant to Section 2.2 and applied to the payment of the portion of the Net Litigation Liability which exceeds $3,000,000), then, not later than the Business Day following the date of receipt of the proceeds thereof, Borrower shall prepay the Obligations (or cash collateralize the Letter of Credit Obligations or Litigation L/C Obligations) in an aggregate amount equal to all such proceeds, net of underwriting discounts and commissions and other reasonable costs paid to non-Affiliates in connection therewith. Any such prepayment (or cash collateralization) shall be applied in accordance with Section 1.3(c). (iv) Borrower shall prepay the outstanding principal balance of the Term Loan B or Term Loan C (whichever is outstanding), or provide cash collateral with respect to the Litigation L/C Obligations, on the earlier of the date which is ten (10) days after (A) the date on which Borrower's annual audited Financial Statements for the immediately preceding Fiscal Year are delivered pursuant to Annex E or (B) the date on which such annual audited Financial Statements were required to be delivered pursuant to Annex E, in an amount equal to Excess Cash Flow for the immediately preceding Fiscal Year; provided, however, that Borrower's obligations under this subparagraph shall only pertain to Excess Cash Flow with respect to its Fiscal Years ending December 31, 1998 and thereafter. Any prepayments (or cash collateralization) paid pursuant to this clause (iv) shall be applied in accordance with Section 1.3(c). Each such prepayment (or cash collateralization) shall be accompanied by a certificate signed by Borrower's chief financial officer certifying the manner in which Excess Cash Flow and the resulting prepayment were calculated, which certificate shall be in form and substance satisfactory to Agent. (v) Immediately upon receipt by any Credit Party of proceeds of any money judgment or other payment ordered by a court of law or other Governmental Authority arising out of any litigation or other proceedings involving patents or other intellectual property (including, without limitation, with respect to the California Award), (i) Borrower shall prepay the Loans or cash collateralize the Litigation L/C in an amount equal to fifty percent (50%) of all such proceeds (net of reasonable costs and expenses paid to non-Affiliates in connection therewith) if, at the time of such prepayment or cash collateralization, neither the Term Loan B or the Term Loan C shall have been advanced by the Term Lenders and the Litigation L/C shall not have been issued, or the Term Loan B shall have been previously repaid in full, or the Term Loan C shall have been previously repaid in full or (ii) Borrower shall prepay the Term Loan B or Term Loan C (whichever is outstanding) or provide cash collateral with respect to the Litigation L/C Obligations, in an amount equal to all of such proceeds if, at the time of such prepayment, any principal portion of the Term Loan B or Term Loan C shall remain outstanding or the Litigation L/C shall be outstanding. If any prepayment or cash collateralization under clause (ii) above results in a prepayment in full of the Term Loan B or Term Loan C, or full cash collateralization of the Litigation L/C Obligations and the aggregate of such proceeds exceeds the amount of such excess to prepayment or cash collateralization, then the Agent for Borrower shall further prepay the respective accounts of Loans or cash collateralize the Revolving Credit Lenders for application to the Revolving Credit Loans denominated in the applicable Alternative Currencies, together with any additional amounts payable pursuant to §4.7. (b) For purposes of determining compliance with §3.2(a) and the covenants set forth in §9, the Outstanding amount of the Revolving Credit Loans and the Letters of Credit Liabilities which are denominated in Alternative Currencies shall be re-determined on the Revaluation Date occurring on the last calendar day of each calendar month prior to the Revolving Credit Maturity Date based on the Dollar Equivalent of the aggregate outstanding principal amount of such Revolving Credit Loans and Letter of Credit Liabilities Obligations in an amount equal to fifty percent (determined as 50%) of such day prior to 11:00 a.m. Cleveland, Ohio time). If, excess proceeds as a result of prepayment or cash collateralization under clause (i) above. All such re-determination, a prepayment of such Revolving Credit Loans prepayments shall be required under §3.2(a), the Agent shall promptly notify the Lenders and the Borrower thereof and Borrower shall within five (5) Business Days of receiving such notice from Agent make a prepayment of such Revolving Credit Loans to the extent required under §3.2(aapplied in accordance with Section 1.3(c).

Mandatory Prepayments. (a) Within ten (10) days of the date of receipt by Borrower or any of its Subsidiaries of any Net Cash Proceeds, the Borrower shall make a mandatory prepayment, without premium or penalty (other than costs required to be paid pursuant to Section 2.17(d)), of the outstanding Advances (without any reduction of the Revolving Credit Commitment Amount). (b) If at any time (iA) the sum of the aggregate outstanding principal amount of the Revolving Credit Loans, outstanding Advances plus the Swing Loans and the Letter aggregate undrawn amount of all outstanding Letters of Credit Liabilities exceeds the Total Revolving Credit Commitment, (ii) the sum of the aggregate outstanding principal amount of the Revolving Credit Loans, the Term Loans, the Swing Loans and the Letter of Credit Liabilities exceeds the Total Commitment; provided that, for purposes of this §3.2(a)(ii), the Revaluation Date for purposes of determining the Dollar Equivalent of any amount of Term Loans, or of the portion of the Total Commitment consisting of Term Loan Commitments, shall be deemed to be the Revaluation Date determined upon the incurrence of such Term Loans or Term Loan Commitments, as the case may be, pursuant to clause (a) of the definition of Revaluation Date, or (iii) the sum of (A) the aggregate outstanding principal amount of the Revolving Credit Loans, the Term Loans, the Swing Loans and the Letter of Credit Liabilities, and (B) plus the aggregate amount of all other Unsecured Indebtedness unreimbursed drawings under Letters of REIT and its Subsidiaries causes a violation of Credit shall exceed (B) the covenants set forth in §§9.3 or 9.4Revolving Credit Commitment Amount, then the Borrower shall, within five (5) Business Days without demand or notice, prepay Advances or cash collateralize or replace Letters of Credit in such occurrence pay amount as may be necessary to eliminate such excess, and Borrower shall take such action on the amount of such excess to the Agent for the respective accounts Banking Day on which Borrower learns or is notified of the Revolving Credit Lenders excess, if Borrower so learns or is so notified prior to 1:00 p.m. (in the case of clause (i)New York City time) or all of the Lenders (in the case of clauses (ii) and (iii)), as applicable, for application to the Revolving Credit Loans and Term Loans as provided in §3.4, together with any additional amounts payable pursuant to §4.7on such day, and deposit in otherwise on the Collateral Account and pledge to Agent immediately succeeding Banking Day. Notwithstanding any contrary provision contained herein, the prepayment of any Advance or cash in collateralization or replacement of any additional amount necessary to secure the Outstanding Letter of Credit Liabilitieshereunder (including, except that without limitation, pursuant to this Section 2.13 or Section 2.11) shall be accompanied by the payment of accrued interest on the amount of any Swing Loans shall be paid solely prepaid to the Swing Loan Lender. Without limiting the foregoing, if at any time (W) the Dollar Equivalent date of the outstanding principal amount of all Alternative Currency Loans shall exceed the Non-U.S. Dollar Sublimit, (X) the Dollar Equivalent of the outstanding principal amount of all Revolving Credit Loans denominated in Swiss Francs shall exceed the Swiss Francs Sublimit, (Y) the Dollar Equivalent of the outstanding principal amount of all Revolving Credit Loans denominated in Norwegian Krone shall exceed the Norwegian Krone Sublimit, or (Z) the Dollar Equivalent of the outstanding principal amount of all Revolving Credit Loans denominated in Swedish Krona shall exceed the Swedish Krona Sublimit, then, in each case, the Borrower shall, within five (5) Business Days of such occurrence pay the amount of such excess to the Agent for the respective accounts of the Revolving Credit Lenders for application to the Revolving Credit Loans denominated in the applicable Alternative Currencies, together with any additional amounts payable pursuant to §4.7payment. (bc) For purposes of determining compliance with §3.2(a) and the covenants set forth in §9, the Outstanding amount of the Revolving Credit Loans and the Letters of Credit Liabilities which are denominated in Alternative Currencies Any prepayments made pursuant to this Section 2.13 shall be re-determined on the Revaluation Date occurring on the last calendar day of each calendar month prior applied first to the Revolving Credit Maturity Date based on the Dollar Equivalent of the aggregate outstanding principal amount of such Revolving Credit Loans and Letter of Credit Liabilities (determined as of such day prior to 11:00 a.m. Cleveland, Ohio time). If, as a result of such re-determination, a prepayment of such Revolving Credit Loans shall be required under §3.2(a), the Agent shall promptly notify the Lenders and the Borrower thereof and Borrower shall within five (5) Business Days of receiving such notice from Agent make a prepayment of such Revolving Credit Loans Reference Rate Advances to the extent required under §3.2(athen outstanding and then to Eurodollar Rate Advances to the extent then outstanding, subject to Section 2.17(d).

Mandatory Prepayments. (a) If at any time (i) the sum of the aggregate outstanding principal amount of the Outstanding Revolving Credit Loans, the Outstanding Swing Loans, Outstanding Bid Loans and the aggregate Letter of Credit Liabilities exceeds the Total Revolving Credit Commitment, (ii) the sum of the aggregate outstanding principal amount of the Revolving Credit Loans, the Term Loans, the Swing Loans and the Letter of Credit Liabilities exceeds the Total Commitment; provided that, for purposes of this §3.2(a)(ii), the Revaluation Date for purposes of determining the Dollar Equivalent of any amount of Term Loans, or of the portion of the Total Commitment consisting of Term Loan Commitments, shall be deemed to be the Revaluation Date determined upon the incurrence of such Term Loans or Term Loan Commitments, as the case may be, pursuant to clause (a) of the definition of Revaluation Date, or (iii) the sum of (A) the aggregate outstanding principal amount of the Revolving Credit Loans, the Term Loans, the Swing Loans and the Letter of Credit Liabilities, and (B) the aggregate amount of all other Unsecured Indebtedness of REIT and its Subsidiaries causes a violation of the covenants set forth in §§9.3 or 9.4, then the Borrower shall, within five (5) Business Days of such occurrence pay the amount of such excess to the Agent for the respective accounts of the Revolving Credit Lenders (in the case of clause (i)) or all of the Lenders (in the case of clauses (ii) and (iii))Lenders, as applicable, for application to the Revolving Credit Loans and Term Loans as provided in §3.4, together with any additional amounts payable pursuant to §4.7, and deposit in the Collateral Account and pledge to Agent cash in any additional amount necessary to secure the Outstanding Letter of Credit Liabilities4.8, except that the amount of any Swing Loans shall be paid solely to the Swing Loan Lender and the amount of any Bid Loan shall be paid solely to the applicable Bid Loan Lender. Without limiting the foregoing, if . (b) If at any time the sum of the aggregate Outstanding Revolving Credit Loans, Outstanding Swing Loans, Outstanding Bid Loans, Outstanding Term Loans and the aggregate Letter of Credit Liabilities exceeds (Wa) the Dollar Equivalent of the outstanding principal amount of all Alternative Currency Loans shall exceed the Non-U.S. Dollar Sublimit, Total Commitment or (Xb) the Dollar Equivalent of the outstanding principal amount of all Revolving Credit Loans denominated in Swiss Francs shall exceed the Swiss Francs SublimitUnencumbered Asset Pool Availability , (Y) the Dollar Equivalent of the outstanding principal amount of all Revolving Credit Loans denominated in Norwegian Krone shall exceed the Norwegian Krone Sublimit, or (Z) the Dollar Equivalent of the outstanding principal amount of all Revolving Credit Loans denominated in Swedish Krona shall exceed the Swedish Krona Sublimit, then, in each case, then the Borrower shall, within five (5) Business Days of such occurrence pay the amount of such excess to the Agent for the respective accounts of the Revolving Credit Lenders Lenders, as applicable, for application applications to the Revolving Credit Loans denominated as provided in the applicable Alternative Currencies§3.4, together with any additional amounts payable pursuant to §4.74.8, except that the amount of any Swing Loans shall be paid solely to the Swing Loan Lender and the amount of any Bid Loan shall be paid solely to the applicable Bid Loan Lender. (bc) For purposes of determining compliance with §3.2(a) and If at any time the covenants set forth in §9, the Outstanding amount of the Revolving Credit Loans and the Letters of Credit Liabilities which are denominated in Alternative Currencies shall be re-determined on the Revaluation Date occurring on the last calendar day of each calendar month prior to the Revolving Credit Maturity Date based on the Dollar Equivalent sum of the aggregate outstanding principal amount of such Revolving Credit the Bid Loans and Letter of Credit Liabilities (determined as of such day prior to 11:00 a.m. Clevelandexceeds the Bid Loan Sublimit, Ohio time). Ifthen Borrower shall, as a result of such re-determination, a prepayment of such Revolving Credit Loans shall be required under §3.2(a), the Agent shall promptly notify the Lenders and the Borrower thereof and Borrower shall within five (5) Business Days of receiving such notice from Agent make a prepayment occurrence pay the amount of such Revolving Credit Loans excess to the extent required under Agent for the respective accounts of the Bid Loan Lenders, as applicable, for application to the Bid Loans as provided in §3.2(a)3.4, together with any additional amounts payable pursuant to §4.8.

Mandatory Prepayments. (ai) If at any time (i) the sum of the aggregate outstanding principal amount balances of the Revolving Credit Loans, Loan and the Swing Loans and Line Loan exceed the Letter of Credit Liabilities exceeds the Total Revolving Credit Commitment, (ii) the sum of the aggregate outstanding principal amount of the Revolving Credit Loans, the Term Loans, the Swing Loans and the Letter of Credit Liabilities exceeds the Total Commitment; provided that, for purposes of this §3.2(a)(ii), the Revaluation Date for purposes of determining the Dollar Equivalent of any amount of Term Loans, or of the portion of the Total Commitment consisting of Term Loan Commitments, shall be deemed to be the Revaluation Date determined upon the incurrence of such Term Loans or Term Loan Commitments, as the case may be, pursuant to clause (a) of the definition of Revaluation Date, or (iii) the sum lesser of (A) the aggregate outstanding principal amount of the Revolving Credit Loans, the Term Loans, the Swing Loans and the Letter of Credit Liabilities, Maximum Amount and (B) the Borrowing Base, Borrower shall immediately repay the aggregate amount of all other Unsecured Indebtedness of REIT and its Subsidiaries causes a violation outstanding Revolving Credit Advances to the extent required to eliminate such excess. If any such excess remains after repayment in full of the covenants aggregate outstanding Revolving Credit Advances, Borrower shall provide cash collateral for the Letter of Credit Obligations in the manner set forth in §§9.3 or 9.4, then the Borrower shall, within five (5) Business Days of such occurrence pay the amount of such excess 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) Immediately upon receipt by any Credit Party of any cash proceeds of any asset disposition, Borrower shall prepay the Loans in an amount equal to all such proceeds, net of (A) commissions and other reasonable and customary transaction costs, fees and expenses properly attributable to such transaction and payable by Borrower in connection therewith (in each case, paid to non-Affiliates), (B) transfer taxes, (C) amounts payable to holders of senior Liens on such asset (to the extent such Liens constitute Permitted Encumbrances hereunder), if any, and (D) an appropriate reserve for income taxes in accordance with GAAP in connection therewith (all such proceeds net of amounts described in clauses (A), (B), (C) and (D) being the "Net Asset Disposition Proceeds"). Any such prepayment shall be applied in accordance with Section 1.3(c). The following shall not be subject to mandatory prepayment under this clause (ii): (1) proceeds of sales of Inventory in the ordinary course of business; (2) Net Asset Disposition Proceeds of less than $100,000 in the aggregate in any Fiscal Year and (3) asset disposition proceeds that are reinvested in Equipment, Fixtures or Real Estate within one hundred and twenty (120) days following receipt thereof; provided, that Borrower notifies Agent of its intent to reinvest at the time such proceeds are received and when such reinvestment occurs. (iii) Until the Termination Date, Borrower shall prepay the Obligations on the date that is ten (10) days after the earlier of (A) the date on which Borrower's annual audited Financial Statements for the respective accounts immediately preceding Fiscal Year are delivered pursuant to Annex E or (B) the date on which such annual audited Financial Statements were required to be delivered pursuant to Annex E, in an amount equal to fifty percent (50%) of Excess Cash Flow for the Revolving Credit Lenders (immediately preceding Fiscal Year, in the case of clause each Fiscal Year other than Fiscal Year 2004, and for the period from and including May 2, 2004 and ending on or about October 2, 2004 (isuch period being the "2004 Stub Period")) or all of the Lenders (, in the case of clauses Fiscal Year 2004. Any prepayments from Excess Cash Flow paid pursuant to this clause (ii) and (iii)iv), as applicable, for application to the Revolving Credit Loans and Term Loans as provided in §3.4, together with any additional amounts payable pursuant to §4.7, and deposit in the Collateral Account and pledge to Agent cash in any additional amount necessary to secure the Outstanding Letter of Credit Liabilities, except that the amount of any Swing Loans shall be paid solely applied in accordance with Section 1.3(c), Each such prepayment shall be accompanied by a certificate signed by Borrower's chief financial officer certifying the manner in which Excess Cash Flow and the resulting prepayment were calculated, which certificate shall be in form and substance satisfactory to the Swing Loan Lender. Without limiting the foregoing, if at any time (W) the Dollar Equivalent of the outstanding principal amount of all Alternative Currency Loans shall exceed the Non-U.S. Dollar Sublimit, (X) the Dollar Equivalent of the outstanding principal amount of all Revolving Credit Loans denominated in Swiss Francs shall exceed the Swiss Francs Sublimit, (Y) the Dollar Equivalent of the outstanding principal amount of all Revolving Credit Loans denominated in Norwegian Krone shall exceed the Norwegian Krone Sublimit, or (Z) the Dollar Equivalent of the outstanding principal amount of all Revolving Credit Loans denominated in Swedish Krona shall exceed the Swedish Krona Sublimit, then, in each case, the Borrower shall, within five (5) Business Days of such occurrence pay the amount of such excess to the Agent for the respective accounts of the Revolving Credit Lenders for application to the Revolving Credit Loans denominated in the applicable Alternative Currencies, together with any additional amounts payable pursuant to §4.7Agent. (biv) For purposes Any proceeds of determining compliance with §3.2(a) Keyman Life Insurance (whether such proceeds arise by reason of death benefit, at maturity, surrendering the policy and receiving the covenants set forth in §9surrender value thereof (unless upon such receipt of such surrender value, Keyman Life Insurance is purchased which has a death benefit that is not less than the Outstanding amount death benefit of the Revolving Credit Loans and the Letters of Credit Liabilities Keyman Life Insurance which are denominated in Alternative Currencies was surrendered) or otherwise) shall be re-determined on immediately used to prepay the Revaluation Date occurring on the last calendar day of each calendar month prior Obligations in an amount equal to the Revolving Credit Maturity Date based on the Dollar Equivalent of the aggregate outstanding principal amount of such Revolving Credit Loans and Letter of Credit Liabilities (determined as of such day prior to 11:00 a.m. Clevelandproceeds, Ohio time). If, as a result of such re-determination, a prepayment of such Revolving Credit Loans which shall be required under §3.2(a), the Agent shall promptly notify the Lenders and the Borrower thereof and Borrower shall within five (5applied in accordance with Section 1.3(c) Business Days of receiving such notice from Agent make a prepayment of such Revolving Credit Loans to the extent required under §3.2(a)above.

Mandatory Prepayments. In accordance with Section 2.1(f)(iii), (aA) If at any time (i) the sum of the aggregate outstanding principal amount of the Revolving Credit Loansduring a Repayment Event, on each Scheduled Payment Date, the Swing Borrower shall prepay the Loans and the Letter of Credit Liabilities exceeds the Total Revolving Credit Commitment, (ii) the sum of the aggregate outstanding principal amount of the Revolving Credit Loans, the Term Loans, the Swing Loans and the Letter of Credit Liabilities exceeds the Total Commitment; provided that, for purposes of this §3.2(a)(ii), the Revaluation Date for purposes of determining the Dollar Equivalent of any amount of Term Loans, or of the portion of the Total Commitment consisting of Term Loan Commitments, shall be deemed to be the Revaluation Date determined upon the incurrence of such Term Loans or Term Loan Commitments, as the case may be, required pursuant to clause (aSection 3.3(d)(3) of the definition of Revaluation Date, or (iii) the sum of (A) the aggregate outstanding principal amount of the Revolving Credit Loans, the Term Loans, the Swing Loans and the Letter of Credit Liabilities, and CADA; (B) the aggregate amount of all other Unsecured Indebtedness of REIT and its Subsidiaries causes a violation of the covenants set forth in §§9.3 if any Loan Party or 9.4, then the Borrower shall, within five (5) Business Days any of such occurrence pay Loan Party’s Subsidiaries (x) incurs or issues any Debt after the amount of such excess Closing Date that is not otherwise permitted to the Agent for the respective accounts of the Revolving Credit Lenders (in the case of clause (i)) or all of the Lenders (in the case of clauses (ii) and (iii)), as applicable, for application to the Revolving Credit Loans and Term Loans as provided in §3.4, together with any additional amounts payable be incurred pursuant to §4.7, and deposit in the Collateral Account and pledge to Agent cash in any additional amount necessary to secure the Outstanding Letter of Credit Liabilities, except that the amount of any Swing Loans shall be paid solely to the Swing Loan Lender. Without limiting the foregoing, if at any time (W) the Dollar Equivalent of the outstanding principal amount of all Alternative Currency Loans shall exceed the Non-U.S. Dollar Sublimit, (X) the Dollar Equivalent of the outstanding principal amount of all Revolving Credit Loans denominated in Swiss Francs shall exceed the Swiss Francs Sublimit, (Y) the Dollar Equivalent of the outstanding principal amount of all Revolving Credit Loans denominated in Norwegian Krone shall exceed the Norwegian Krone Sublimit, Section 6.3 or (Zy) the Dollar Equivalent of the outstanding principal amount of all Revolving Credit Loans denominated in Swedish Krona shall exceed the Swedish Krona Sublimitissues any capital stock, then, in each case, the Borrower shallshall prepay the Loans, within five in an aggregate principal amount equal to 100% of all net proceeds received therefrom, on or prior to the date which is two (52) Business Days after the receipt by the Borrower or such Loan Party of such occurrence pay the amount net proceeds; (C) upon receipt of such excess to the Agent any funds for the respective accounts prepayment of the Revolving Credit Lenders for application to the Revolving Credit Loans denominated in the applicable Alternative Currencies, together with any additional amounts payable principal pursuant to §4.7. Section 2.10(b), the Borrower shall cause such funds to be applied as a prepayment of Outstanding Principal; (bD) For purposes of determining compliance with §3.2(a) and the covenants except as otherwise set forth in §9Section 2.10(b), upon receipt of any proceeds of any sale of a Subject Fund, the Borrower shall cause such proceeds to be deposited in the Revenue Account and applied as a prepayment of Outstanding amount of the Revolving Credit Loans and the Letters of Credit Liabilities which are denominated in Alternative Currencies shall be re-determined on the Revaluation Date occurring on the last calendar day of each calendar month prior to the Revolving Credit Maturity Date based on the Dollar Equivalent of Principal; (D) if for any reason the aggregate outstanding principal amount of such Revolving Credit any Lender’s Loans and Letter of Credit Liabilities (determined as exceeds the Commitment of such day prior Lender during the Availability Period, the Borrower shall immediately prepay such Loans in an amount equal to 11:00 a.m. Cleveland, Ohio time). If, as a result such excess (and any such prepayment shall be applied to the outstanding principal of such re-determinationLender’s Loans); and (E) upon receipt of any Equity Contributions for the purpose of curing a Default under Section 8.1(l), the Borrower shall cause the proceeds of such Equity Contribution to be applied as a prepayment of such Revolving Credit Loans shall be Outstanding Principal in an amount not less than the amount required under §3.2(a), to satisfy the Agent shall promptly notify the Lenders and Applicable Threshold Test; provided that the Borrower thereof and Borrower shall may cure any Default under Section 8.1(l) by, within five ten (510) Business Days from the date of receiving such notice from Agent make the Borrowing Base Certificate referred to in Section 8.1(l), making a prepayment of such Revolving Credit Loans request to the extent required Administrative Agent to add additional Systems or Subject Funds to the Available Borrowing Base in accordance with the terms set forth in this Agreement in order to cause the Outstanding Principal to be less than the Available Borrowing Base. In the event that adding such additional Systems or Subject Funds to the Available Borrowing Base would [***] DESIGNATES PORTIONS OF THIS DOCUMENT THAT HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND FILED SEPARATELY WITH THE COMMISSION. cause the Available Borrowing Base to exceed the Outstanding Principal, as evidenced by a new Borrowing Base Certificate approved by the Administrative Agent, and such new Systems or Subject Funds are subsequently added to the Available Borrowing Base in accordance with the terms of this Agreement within such ten (10) Business Day period, then any Default under §3.2(a)Section 8.1(l) shall be deemed to be cured. For the avoidance of doubt, no such Default shall be deemed cured if the inclusion of new Systems or Subject Funds does not otherwise reduce the Outstanding Principal to an amount less than the Available Borrowing Base.

Mandatory Prepayments. (ai) If at any time (A) the outstanding balances of the Revolving Loan and the Swing Line Loan exceed the lesser of (i) the sum of Maximum Amount and (ii) the aggregate Aggregate Borrowing Base, or (B) the outstanding principal amount balance of the Revolving Credit Loans, Loan and the Swing Loans Line Loan plus the outstanding balance of the Canadian Revolving Loan and the Letter Canadian Swing Line Loan exceed the least of Credit Liabilities exceeds (i) the Total Revolving Credit CommitmentMaximum Amount, (ii) the sum of the Aggregate Borrowing Base and the Canadian Aggregate Borrowing Base, and (iii) the Revolving Loan Commitment, then Borrowers shall immediately repay 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 aggregate outstanding Revolving Credit LoansAdvances, the Term Loans, the Swing Loans and Borrowers shall provide cash collateral for the Letter of Credit Liabilities exceeds Obligations in the Total Commitment; provided thatmanner set forth in ANNEX B to the extent required to eliminate such excess. (ii) Within five Business Days of receipt (or at all times following the occurrence of a Dominion Activation Event, for purposes immediately upon receipt) by any Credit Party of this §3.2(a)(iiany cash proceeds of any asset disposition (including as a result of permitted sale/leaseback transactions under Section 6.12), Borrowers shall prepay the Revaluation Date for purposes of determining the Dollar Equivalent of any Loans in an amount of Term Loansequal to all such proceeds, or of the portion of the Total Commitment consisting of Term Loan Commitments, shall be deemed to be the Revaluation Date determined upon the incurrence of such Term Loans or Term Loan Commitments, as the case may be, pursuant to clause (a) of the definition of Revaluation Date, or (iii) the sum net of (A) commissions and other reasonable and customary transaction costs, fees and expenses properly attributable to such transaction and payable by Borrowers in connection therewith (in each case, paid to non-Affiliates), (B) transfer taxes, (C) amounts payable to holders of senior Liens on such asset (to the aggregate outstanding principal amount of the Revolving Credit Loansextent such Liens constitute Permitted Encumbrances hereunder), the Term Loansif any, the Swing Loans and the Letter of Credit Liabilities(D) an appropriate reserve for income taxes in accordance with GAAP in connection therewith, and (BE) the aggregate amount of all other Unsecured Indebtedness of REIT and its Subsidiaries causes a violation of the covenants set forth in §§9.3 or 9.4so long as no Dominion Activation Event has occurred, then the Borrower shall, within five (5) Business Days of such occurrence pay the amount of such excess to the Agent for the respective accounts of the Revolving Credit Lenders (in the case of clause (i)) or all of the Lenders (in the case of clauses (ii) and (iii)), as applicable, for application to the Revolving Credit Loans and Term Loans as provided in §3.4, together with any additional amounts payable pursuant to §4.7, and deposit in the Collateral Account and pledge to Agent cash in any additional amount necessary to secure the Outstanding Letter of Credit Liabilities, except that the amount of any Swing Loans voluntary reductions in the Revolving Loan Commitment made pursuant to Section 1.3(a) during the immediately preceding 12 months. Any such prepayment shall be paid solely to the Swing Loan Lenderapplied in accordance with Section 1.3(c). Without limiting the foregoing, if at any time (W) the Dollar Equivalent of the outstanding principal amount of all Alternative Currency Loans shall exceed the Non-U.S. Dollar Sublimit, (X) the Dollar Equivalent of the outstanding principal amount of all Revolving Credit Loans denominated in Swiss Francs shall exceed the Swiss Francs Sublimit, (Y) the Dollar Equivalent of the outstanding principal amount of all Revolving Credit Loans denominated in Norwegian Krone shall exceed the Norwegian Krone Sublimit, or (Z) the Dollar Equivalent of the outstanding principal amount of all Revolving Credit Loans denominated in Swedish Krona shall exceed the Swedish Krona Sublimit, then, in each caseSo long as no Dominion Activation Event has occurred, the following shall not be subject to mandatory prepayment under this clause (ii): (1) proceeds of sales of Inventory in the ordinary course of business; (2) asset disposition proceeds of less than $300,000 in the aggregate in any Fiscal Year; (3) proceeds not to exceed $500,000 in the aggregate in any Fiscal Year from the disposition of property or assets, including Intellectual Property, that are no longer used or useful in the ordinary course of business; (4) asset disposition proceeds, and insurance recovery and condemnation proceeds that are reinvested in Equipment, Fixtures or Real Estate within 180 days following receipt thereof, provided that Borrower shall, within five notifies Agent of its intent to reinvest at the time such proceeds are received and when such reinvestment occurs; and (5) Business Days proceeds of such occurrence pay the amount of such excess to the Agent for the respective accounts of the Revolving Credit Lenders for application to the Revolving Credit Loans denominated in the applicable Alternative Currencies, together with any additional amounts payable pursuant to §4.7asset dispositions allowed under SECTION 6.8(E). (biii) For purposes If any Borrower or Subsidiary Guarantor issues Stock, no later than the Business Day following the date of determining compliance with §3.2(a) and the covenants set forth in §9, the Outstanding amount receipt of the Revolving Credit proceeds thereof, Borrowers shall prepay the Loans (and the Letters of Credit Liabilities which are denominated in Alternative Currencies shall be re-determined on the Revaluation Date occurring on the last calendar day of each calendar month prior to the Revolving Credit Maturity Date based on the Dollar Equivalent of the aggregate outstanding principal amount of such Revolving Credit Loans and cash collateralize Letter of Credit Liabilities (determined as Obligations) 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. Any such day prior to 11:00 a.m. Cleveland, Ohio time). If, as a result of such re-determination, a prepayment of such Revolving Credit Loans shall be required under §3.2(a), the Agent shall promptly notify the Lenders and the Borrower thereof and Borrower shall within five (5) Business Days of receiving such notice from Agent make a prepayment of such Revolving Credit Loans to the extent required under §3.2(aapplied in accordance with SECTION 1.3(C).

Mandatory Prepayments. (a) If i. If, at any time time, the Lenders’ total Revolving Credit Exposures exceeds the Loan Limit, then the Borrower shall promptly prepay the Borrowings (iother than Roll-Up Loans) the sum in an aggregate principal amount equal to such excess, and if any excess remains after prepaying all of the aggregate outstanding principal amount Borrowings (other than Roll-Up Loans) as a result of an LC Exposure, pay to the Administrative Agent on behalf of the Revolving Credit Loans, Lenders an amount equal to such excess to be held as cash collateral as provided in Section 2.08(j). ii. Promptly following the Swing Loans and the Letter of Credit Liabilities exceeds the Total Revolving Credit Commitment, (ii) the sum receipt by one or more of the aggregate outstanding principal amount of the Revolving Credit Loans, the Term Loans, the Swing Loans and the Letter of Credit Liabilities exceeds the Total Commitment; provided that, for purposes of this §3.2(a)(ii), the Revaluation Date for purposes of determining the Dollar Equivalent of any amount of Term Loans, or of the portion of the Total Commitment consisting of Term Loan Commitments, shall be deemed to be the Revaluation Date determined upon the incurrence of such Term Loans or Term Loan Commitments, as the case may be, pursuant to clause (a) of the definition of Revaluation Date, or (iii) the sum Parties of (A) Net Proceeds from any Asset Sale or (B) any Extraordinary Receipt in excess of $5,000,000, individually or in the aggregate outstanding principal amount of aggregate, on a combined basis for the Revolving Credit Loans, the Term Loans, the Swing Loans and the Letter of Credit Liabilities, foregoing clauses (A) and (B) during the aggregate term of this Agreement, an amount equal to 100% of all other Unsecured Indebtedness of REIT and its Subsidiaries causes a violation of the covenants set forth in §§9.3 or 9.4, then the Borrower shall, within five (5) Business Days of such occurrence pay the amount of such excess shall be applied as a mandatory repayment in accordance with the requirements of Section 3.04(c)(iii)-(v). Nothing in this paragraph is intended to permit any Credit Party to consummate any Asset Sale other than as permitted under Section 9.11, and any such Asset Sale not permitted under Section 9.11 shall be a breach of this Agreement, unless consented to by the Majority Lenders in accordance with the terms hereof. iii. Each prepayment of Borrowings pursuant to ‎Section 3.04(c)(ii) shall be applied by the Borrower, in accordance with the DIP Order, and to the Agent for extent not in contravention with the respective accounts of the Revolving Credit Lenders (in the case of clause DIP Order: (i)) or all of first, to be remitted by the Lenders (in Borrower to the case of clauses Administrative Agent and applied by the Administrative Agent ratably to repay the Loans then outstanding and (ii) second, to be remitted by the Borrower to the Pre-Petition Agent to repay the Pre-Petition Secured Indebtedness. iv. Each prepayment of Borrowings pursuant to this Section 3.04(c) shall be applied, first, ratably to any ABR Borrowings then outstanding, and, second, to any Eurodollar Borrowings then outstanding, and if more than one Eurodollar Borrowing is then outstanding, to each such Eurodollar Borrowing in order of priority beginning with the Eurodollar Borrowing with the least number of days remaining in the Interest Period applicable thereto and ending with the Eurodollar Borrowing with the most number of days remaining in the Interest Period applicable thereto. v. Each prepayment of Borrowings pursuant to this Section 3.04(c) shall be applied ratably to the Loans included in the prepaid Borrowings. Prepayments pursuant to this Section 3.04(c) shall be accompanied by accrued interest to the extent required by Section 3.02. vi. The Borrower shall notify the Administrative Agent by written notice of any mandatory prepayment under Section 3.04(c) not later than 11:00 a.m., New York City time, two Business Days before the date of such prepayment. Each such notice shall specify the prepayment date (iii)which shall be a Business Day), as applicable, for application to the Revolving Credit Loans and Term Loans as provided in §3.4, together with any additional amounts payable pursuant to §4.7, and deposit in the Collateral Account and pledge to Agent cash in any additional amount necessary to secure the Outstanding Letter of Credit Liabilities, except that the amount of any Swing Loans shall be paid solely to the Swing Loan Lender. Without limiting the foregoing, if at any time (W) the Dollar Equivalent of the outstanding principal amount of all Alternative Currency Loans shall exceed the Non-U.S. Dollar Sublimit, (X) the Dollar Equivalent each Borrowing or portion thereof to be prepaid and a reasonably detailed calculation of the outstanding principal amount of all Revolving Credit Loans denominated in Swiss Francs shall exceed the Swiss Francs Sublimit, (Y) the Dollar Equivalent of the outstanding principal amount of all Revolving Credit Loans denominated in Norwegian Krone shall exceed the Norwegian Krone Sublimit, or (Z) the Dollar Equivalent of the outstanding principal amount of all Revolving Credit Loans denominated in Swedish Krona shall exceed the Swedish Krona Sublimit, then, in each case, the Borrower shall, within five (5) Business Days of such occurrence pay the amount of such excess to prepayment. Promptly following receipt of any such notice, the Administrative Agent for shall advise the respective accounts Lenders of the Revolving Credit Lenders for application to the Revolving Credit Loans denominated in the applicable Alternative Currencies, together with any additional amounts payable pursuant to §4.7contents thereof. (b) For purposes of determining compliance with §3.2(a) and the covenants set forth in §9, the Outstanding amount of the Revolving Credit Loans and the Letters of Credit Liabilities which are denominated in Alternative Currencies shall be re-determined on the Revaluation Date occurring on the last calendar day of each calendar month prior to the Revolving Credit Maturity Date based on the Dollar Equivalent of the aggregate outstanding principal amount of such Revolving Credit Loans and Letter of Credit Liabilities (determined as of such day prior to 11:00 a.m. Cleveland, Ohio time). If, as a result of such re-determination, a prepayment of such Revolving Credit Loans shall be required under §3.2(a), the Agent shall promptly notify the Lenders and the Borrower thereof and Borrower shall within five (5) Business Days of receiving such notice from Agent make a prepayment of such Revolving Credit Loans to the extent required under §3.2(a).

Mandatory Prepayments. (a) If at any time (i) Borrower shall immediately prepay the sum of the aggregate outstanding principal amount of the Revolving Credit LoansTerm Loan B in the event that the Revolver Commitment is terminated and accelerated for any reason prior to its scheduled termination under Section 3.3(a). Immediately upon any voluntary or involuntary sale or disposition by Borrower or any of its Subsidiaries of property or assets (other than in accordance with Section 7.4), Borrower shall prepay the outstanding Obligations in accordance with Section 2.4(c)(iii) in an amount equal to 100% of the net cash proceeds received by such Person in connection with such sales or dispositions. Nothing contained in this Section 2.4(c)(ii)(B) shall permit Borrower or any of its Subsidiaries to sell or otherwise dispose of any property or assets other than in accordance with Section 7.4. Immediately upon the receipt by Borrower or any of its Subsidiaries of any Extraordinary Proceeds in any one or series of related events, Borrower shall prepay the outstanding Obligations in accordance with Section 2.4(c)(iii) in an amount equal to 100% of such Extraordinary Proceeds, net of any reasonable expenses incurred in collecting such Extraordinary Proceeds. Immediately upon the issuance or incurrence by Borrower or any of its Subsidiaries of any Indebtedness other than Indebtedness referred to in Section 7.1(a) through (i), Borrower shall prepay the outstanding Obligations in accordance with Section 2.4(c)(iii) in an amount equal to 100% of the net cash proceeds received by such Person in connection with such issuance or incurrence. Nothing contained in this Section 2.4(c)(ii)(D) shall permit Borrower or any of its Subsidiaries to issue or incur any Indebtedness other than in accordance with the terms and conditions of this Agreement. [Reserved]. If, on any date, the Swing Loans aggregate amount of all Revolving Advances, Unsecured Notes Reserve, and the Letter of Credit Liabilities Usage exceeds the Total Revolving Credit CommitmentBorrowing Base, (iiBorrower shall immediately prepay the outstanding Obligations in accordance with Section 2.4(c)(iii) in an amount equal to such excess. Upon the sum receipt of Liquidity Event Proceeds, Borrower shall prepay the aggregate outstanding principal amount of the Revolving Credit Loans, the Term Loans, the Swing Loans and the Letter of Credit Liabilities exceeds the Total Commitment; provided that, for purposes of this §3.2(a)(ii), the Revaluation Date for purposes of determining the Dollar Equivalent of any Obligations in accordance with Section 2.4(c)(iii) in an amount of Term Loans, or of the portion of the Total Commitment consisting of Term Loan Commitments, shall be deemed equal to be the Revaluation Date determined upon the incurrence of such Term Loans or Term Loan Commitments, as the case may be, pursuant to clause (a) of the definition of Revaluation Date, or (iii) the sum of (A) the aggregate outstanding principal amount of the Revolving Credit Loans, the Term Loans, the Swing Loans and the Letter of Credit Liabilities, and (B) the aggregate amount of all other Unsecured Indebtedness of REIT and its Subsidiaries causes a violation of the covenants set forth in §§9.3 or 9.4, then the Borrower shall, within five (5) Business Days of such occurrence pay the amount of such excess to the Agent for the respective accounts of the Revolving Credit Lenders (in the case of clause (i)) or all of the Lenders (in the case of clauses (ii) and (iii)), as applicable, for application to the Revolving Credit Loans and Term Loans as provided in §3.4, together with any additional amounts payable pursuant to §4.7, and deposit in the Collateral Account and pledge to Agent cash in any additional amount necessary to secure the Outstanding Letter of Credit Liabilities, except that the amount of any Swing Loans shall be paid solely to the Swing Loan Lender. Without limiting the foregoing, if at any time (W) the Dollar Equivalent of the outstanding principal amount of all Alternative Currency Loans shall exceed the Non-U.S. Dollar Sublimit, (X) the Dollar Equivalent of the outstanding principal amount of all Revolving Credit Loans denominated in Swiss Francs shall exceed the Swiss Francs Sublimit, (Y) the Dollar Equivalent of the outstanding principal amount of all Revolving Credit Loans denominated in Norwegian Krone shall exceed the Norwegian Krone Sublimit, or (Z) the Dollar Equivalent of the outstanding principal amount of all Revolving Credit Loans denominated in Swedish Krona shall exceed the Swedish Krona Sublimit, then, in each case, the Borrower shall, within five (5) Business Days of such occurrence pay the amount of such excess to the Agent for the respective accounts of the Revolving Credit Lenders for application to the Revolving Credit Loans denominated in the applicable Alternative Currencies, together with any additional amounts payable pursuant to §4.7Liquidity Event Proceeds. (b) For purposes of determining compliance with §3.2(a) and the covenants set forth in §9, the Outstanding amount of the Revolving Credit Loans and the Letters of Credit Liabilities which are denominated in Alternative Currencies shall be re-determined on the Revaluation Date occurring on the last calendar day of each calendar month prior to the Revolving Credit Maturity Date based on the Dollar Equivalent of the aggregate outstanding principal amount of such Revolving Credit Loans and Letter of Credit Liabilities (determined as of such day prior to 11:00 a.m. Cleveland, Ohio time). If, as a result of such re-determination, a prepayment of such Revolving Credit Loans shall be required under §3.2(a), the Agent shall promptly notify the Lenders and the Borrower thereof and Borrower shall within five (5) Business Days of receiving such notice from Agent make a prepayment of such Revolving Credit Loans to the extent required under §3.2(a).

Mandatory Prepayments. If any Indebtedness shall be issued or incurred by any Consolidated Entity (other than as permitted under Section 6.01), an amount equal to 100% of the Net Cash Proceeds shall be applied on the date of such issuance or incurrence toward the prepayment of the Term Loans ratably in accordance with the respective outstanding principal amounts thereof and as otherwise set forth in Section 2.14(c); provided that no prepayment shall be required to be made pursuant to this subsection (a) if the Leverage Ratio on the last the day of the fiscal quarter most recently ended is 3.00 to 1.00 or less. (a) If at on any time (i) date any Consolidated Entity shall receive Net Cash Proceeds in connection with any Receivables Financing Program then such Net Cash Proceeds shall be applied on such date toward the sum prepayment of the aggregate Term Loans ratably in accordance with the respective outstanding principal amount of the Revolving Credit Loans, the Swing Loans amounts thereof and the Letter of Credit Liabilities exceeds the Total Revolving Credit Commitment, (ii) the sum of the aggregate outstanding principal amount of the Revolving Credit Loans, the Term Loans, the Swing Loans and the Letter of Credit Liabilities exceeds the Total Commitment; provided that, for purposes of this §3.2(a)(ii), the Revaluation Date for purposes of determining the Dollar Equivalent of any amount of Term Loans, or of the portion of the Total Commitment consisting of Term Loan Commitments, shall be deemed to be the Revaluation Date determined upon the incurrence of such Term Loans or Term Loan Commitments, as the case may be, pursuant to clause (a) of the definition of Revaluation Date, or (iii) the sum of (A) the aggregate outstanding principal amount of the Revolving Credit Loans, the Term Loans, the Swing Loans and the Letter of Credit Liabilities, and (B) the aggregate amount of all other Unsecured Indebtedness of REIT and its Subsidiaries causes a violation of the covenants otherwise set forth in §§9.3 or 9.4, then the Borrower shall, within five (5) Business Days of such occurrence pay the amount of such excess to the Agent for the respective accounts of the Revolving Credit Lenders (in the case of clause (iSection 2.14(c)) or all of the Lenders (in the case of clauses (ii) and (iii)), as applicable, for application to the Revolving Credit Loans and Term Loans as provided in §3.4, together with any additional amounts payable pursuant to §4.7, and deposit in the Collateral Account and pledge to Agent cash in any additional amount necessary to secure the Outstanding Letter of Credit Liabilities, except that the amount of any Swing Loans shall be paid solely to the Swing Loan Lender. Without limiting the foregoing, if at any time (W) the Dollar Equivalent of the outstanding principal amount of all Alternative Currency Loans shall exceed the Non-U.S. Dollar Sublimit, (X) the Dollar Equivalent of the outstanding principal amount of all Revolving Credit Loans denominated in Swiss Francs shall exceed the Swiss Francs Sublimit, (Y) the Dollar Equivalent of the outstanding principal amount of all Revolving Credit Loans denominated in Norwegian Krone shall exceed the Norwegian Krone Sublimit, or (Z) the Dollar Equivalent of the outstanding principal amount of all Revolving Credit Loans denominated in Swedish Krona shall exceed the Swedish Krona Sublimit, then, in each case, the Borrower shall, within five (5) Business Days of such occurrence pay the amount of such excess to the Agent for the respective accounts of the Revolving Credit Lenders for application to the Revolving Credit Loans denominated in the applicable Alternative Currencies, together with any additional amounts payable pursuant to §4.7. (b) For purposes of determining compliance Amounts to be applied in connection with §3.2(aprepayments made pursuant to this Section 2.14 shall (i) be applied to the remaining installments thereof as directed by the Parent Borrower and in accordance with Section 2.21(b) and (ii) be reduced (but not below zero) to the covenants set forth in §9, the Outstanding amount extent of prepayments of the Revolving Credit Term Loans prepaid pursuant to Section 2.13 at any time during the twelve month period ending on the date such prepayment would otherwise be required under this Section 2.14. Prepayments shall be made, first, to ABR Loans and, second, to Eurocurrency Loans and in each case, together with accrued interest to the Letters date of Credit Liabilities which are denominated in Alternative Currencies shall be re-determined such prepayment on the Revaluation Date occurring on amount prepaid and the last calendar day of each calendar month prior to the Revolving Credit Maturity Date based on the Dollar Equivalent of the aggregate outstanding principal amount of such Revolving Credit Term Loans and Letter accrued interest thereon to be paid by the applicable Borrower pursuant to any such prepayment shall not exceed in the aggregate the applicable portion of Credit Liabilities (determined as of Net Cash Proceeds with respect to such day prior to 11:00 a.m. Cleveland, Ohio time). If, as a result of such re-determination, a prepayment of such Revolving Credit Loans shall be required under §3.2(a), the Agent shall promptly notify the Lenders and the Borrower thereof and Borrower shall within five (5) Business Days of receiving such notice from Agent make a prepayment of such Revolving Credit Loans to the extent required under §3.2(a)prepayment.

Mandatory Prepayments. (ai) If at any time the outstanding balances of the Revolving Loan and the Swing Line Loan exceed the lesser of (iA) the sum Maximum Amount and (B) the Borrowing Base, Borrower shall immediately repay the aggregate outstanding Revolving Credit Advances to the extent required to eliminate such excess. If any such excess remains after repayment in full of the aggregate outstanding Revolving Credit Advances, Borrower shall provide cash -5- 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 only on demand. (ii) Immediately upon receipt by any Credit Party of proceeds of any asset disposition (excluding proceeds of asset dispositions permitted by Sections 6.8(a) and 6.8(c)), but including any sale of Stock of any Subsidiary of any Credit Party, and the amount of such proceeds from any single transaction or series of related transactions equals or exceeds $1,000,000, if the daily average Borrowing Availability for the 30-day period preceding such asset disposition exceeds $5,000,000, Borrower shall prepay the Loans in an amount equal to one hundred percent (100%) of the amount of such proceeds, net of (A) commissions and other reasonable and customary transaction costs, fees and expenses properly attributable to such transaction and payable by Borrower in connection therewith (in each case, paid to non-Affiliates), (B) transfer taxes, (C) amounts payable to holders of senior Liens (to the extent such Liens constitute Permitted Encumbrances hereunder), if any, and (D) an appropriate reserve for income taxes in accordance with GAAP in connection therewith; provided that no amount shall be required to be prepaid pursuant to this clause (ii) to the extent the prepayment of such amount would result in Borrowing Availability for the 30-day period preceding such asset disposition to be less than $5,000,000. Any such prepayment shall be applied in accordance with Section 1.3(c). (iii) If Holdings or Borrower issues Stock, 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. Any such prepayment shall be applied in accordance with Section 1.3(c). Notwithstanding the foregoing, no prepayments of the Loans shall be required if the proceeds from Holdings’ or Borrower’s issuance of Stock shall be used for the purposes permitted by Sections 6.3(b)(iii), 6.3(b)(iv), 6.14(f) or 6.14(g).. (iv) Until the Termination Date, Borrower shall prepay the Obligations on the date that is 10 days after the earlier of (A) the date on which Borrower’s annual audited Financial Statements for the immediately preceding Fiscal Year are delivered pursuant to Annex E or (B) the date on which such annual audited Financial Statements were required to be delivered pursuant to Annex E in an amount equal to seventy-five percent (75%) of Excess Cash Flow for the immediately preceding Fiscal Year; provided that, Borrower shall make such payment on such date only to the extent that Borrowing Availability for the 30-day period preceding the end of each first Fiscal Quarter in any year exceeds $4,000,000, with any remaining amount being paid ten (10) days after the end of each fiscal month thereafter to the extent Borrowing Availability for the 30-day period preceding the end of such fiscal month exceeds $4,000,000 until paid in full. To the extent that Borrower does not have sufficient Borrowing Availability to both make the prepayments required by this clause and the prepayments required by Section 1.3(b)(i) of the Second Lien Credit Agreement, Borrower shall split its prepayments seventy-five percent (75%) to the Obligations and twenty-five percent (25%) to the Second Lien Indebtedness. Any prepayments from Excess Cash Flow paid pursuant to this clause (iv) shall be applied in accordance with Section 1.3(c). Each such prepayment shall be accompanied by a certificate signed by Borrower’s chief financial officer -6- (v) Immediately upon receipt by any Credit Party of proceeds of Indebtedness from Monroe Capital in connection with the Second Lien Credit Agreement, Borrower shall prepay the Loans and outstanding Obligations as follows: first, $14,000,000 of such proceeds shall be used to prepay the entire outstanding principal amount of the Revolving Term Loan B (as defined in the Existing Credit LoansAgreement); second, $2,000,000 of such proceeds shall be used to prepay the Swing Loans and the Letter of Credit Liabilities exceeds the Total Revolving Credit Commitment, (ii) the sum of the aggregate outstanding principal amount balance of the Revolving Credit Loans, Advances (which payment shall permanently reduce the Term Loans, the Swing Loans and the Letter Revolving Loan Commitment on a dollar-for-dollar basis leaving a Revolving Loan Commitment of Credit Liabilities exceeds the Total Commitment; provided that, for purposes of this §3.2(a)(ii), the Revaluation Date for purposes of determining the Dollar Equivalent of any amount of Term Loans, or $45,000,000 as of the portion Closing Date); and third, $3,500,000 of the Total Commitment consisting of Term Loan Commitments, such remaining proceeds shall be deemed used to be prepay the Revaluation Date determined upon the incurrence of such Term Loans or Term Loan Commitments, as the case may be, pursuant to clause (a) of the definition of Revaluation Date, or (iii) the sum of (A) the aggregate outstanding principal amount balance of the Revolving Credit Loans, Advances (which payment shall not permanently reduce the Term Loans, Revolving Loan Commitment on a dollar-for-dollar basis) with the Swing Loans and remaining $2,000,000 used by Borrower to cash collateralize the Montvale Letter of Credit Liabilities, and (B) the aggregate amount of all other Unsecured Indebtedness of REIT and its Subsidiaries causes a violation of the covenants set forth in §§9.3 or 9.4, then the Borrower shall, within five (5) Business Days of such occurrence pay the amount of such excess to the Agent for the respective accounts of the Revolving Credit Lenders (in the case of clause (i)) or all of the Lenders (in the case of clauses (ii) and (iii)), as applicable, for application to the Revolving Credit Loans and Term Loans as provided in §3.4, together with any additional amounts payable pursuant to §4.7, and deposit in the Collateral Account and pledge to Agent cash in any additional amount necessary to secure the Outstanding Letter of Credit Liabilities, except that the amount of any Swing Loans shall be paid solely to the Swing Loan Lender. Without limiting the foregoing, if at any time (W) the Dollar Equivalent of the outstanding principal amount of all Alternative Currency Loans shall exceed the Non-U.S. Dollar Sublimit, (X) the Dollar Equivalent of the outstanding principal amount of all Revolving Credit Loans denominated in Swiss Francs shall exceed the Swiss Francs Sublimit, (Y) the Dollar Equivalent of the outstanding principal amount of all Revolving Credit Loans denominated in Norwegian Krone shall exceed the Norwegian Krone Sublimit, or (Z) the Dollar Equivalent of the outstanding principal amount of all Revolving Credit Loans denominated in Swedish Krona shall exceed the Swedish Krona Sublimit, then, in each case, the Borrower shall, within five (5) Business Days of such occurrence pay the amount of such excess to the Agent for the respective accounts of the Revolving Credit Lenders for application to the Revolving Credit Loans denominated in the applicable Alternative Currencies, together with any additional amounts payable pursuant to §4.7Credit. (b) For purposes of determining compliance with §3.2(a) and the covenants set forth in §9, the Outstanding amount of the Revolving Credit Loans and the Letters of Credit Liabilities which are denominated in Alternative Currencies shall be re-determined on the Revaluation Date occurring on the last calendar day of each calendar month prior to the Revolving Credit Maturity Date based on the Dollar Equivalent of the aggregate outstanding principal amount of such Revolving Credit Loans and Letter of Credit Liabilities (determined as of such day prior to 11:00 a.m. Cleveland, Ohio time). If, as a result of such re-determination, a prepayment of such Revolving Credit Loans shall be required under §3.2(a), the Agent shall promptly notify the Lenders and the Borrower thereof and Borrower shall within five (5) Business Days of receiving such notice from Agent make a prepayment of such Revolving Credit Loans to the extent required under §3.2(a).

Mandatory Prepayments. (ai) If at any time (i) the sum outstanding balance of the aggregate outstanding principal amount of the Revolving Credit Loans, the Swing Loans and the Letter of Credit Liabilities Loan exceeds the Total Revolving Credit Commitment, (ii) the sum of the aggregate outstanding principal amount of the Revolving Credit Loans, the Term Loans, the Swing Loans and the Letter of Credit Liabilities exceeds the Total Commitment; provided that, for purposes of this §3.2(a)(ii), the Revaluation Date for purposes of determining the Dollar Equivalent of any amount of Term Loans, or of the portion of the Total Commitment consisting of Term Loan Commitments, shall be deemed to be the Revaluation Date determined upon the incurrence of such Term Loans or Term Loan Commitments, as the case may be, pursuant to clause (a) of the definition of Revaluation Date, or (iii) the sum lesser of (A) the aggregate outstanding principal amount of the Revolving Credit Loans, the Term Loans, the Swing Loans and the Letter of Credit Liabilities, Maximum Amount and (B) the aggregate amount of all other Unsecured Indebtedness of REIT and its Subsidiaries causes a violation of the covenants set forth in §§9.3 or 9.4Aggregate Borrowing Base, then the Borrower shall, within five (5) Business Days of such occurrence pay the amount of such excess to the Agent for the respective accounts of the Revolving Credit Lenders (in the case of clause (i)) or all of the Lenders (in the case of clauses (ii) and (iii)), as applicable, for application to the Revolving Credit Loans and Term Loans as provided in §3.4, together with any additional amounts payable pursuant to §4.7, and deposit in the Collateral Account and pledge to Agent cash in any additional amount necessary to secure the Outstanding Letter of Credit Liabilities, except that the amount of any Swing Loans shall be paid solely to the Swing Loan Lender. Without limiting the foregoing, if at any time (W) the Dollar Equivalent of the outstanding principal amount of all Alternative Currency Loans shall exceed the Non-U.S. Dollar Sublimit, (X) the Dollar Equivalent of the outstanding principal amount of all Revolving Credit Loans denominated in Swiss Francs shall exceed the Swiss Francs Sublimit, (Y) the Dollar Equivalent of the outstanding principal amount of all Revolving Credit Loans denominated in Norwegian Krone shall exceed the Norwegian Krone Sublimit, or (Z) the Dollar Equivalent of the outstanding principal amount of all Revolving Credit Loans denominated in Swedish Krona shall exceed the Swedish Krona Sublimit, thenless, in each case, the aggregate outstanding Swing Line Loan at such time, Borrowers shall immediately repay the aggregate outstanding Revolving Credit Advances to the extent required to eliminate such excess. If any such excess remains after repayment in full of the aggregate outstanding Revolving Credit Advances, Borrowers shall provide cash collateral for the Letter of Credit Obligations in the manner set forth in Annex B to the extent required to eliminate such excess. Furthermore, if the outstanding balance of the Revolving Loan of any Borrower shall, within five (5) Business Days exceeds that Borrower's separate Borrowing Base at any time less the outstanding balance of the Swing Line Loan of such occurrence pay Borrower at such time, the applicable Borrower shall immediately repay its Revolving Credit Advances in the amount of such excess to (and, if necessary, shall provide cash collateral for its Letter of Credit Obligations as described above). Notwithstanding the Agent for the respective accounts of the Revolving Credit Lenders for application to the Revolving Credit Loans denominated in the applicable Alternative Currenciesforegoing, together with any additional amounts payable Overadvance made pursuant to §4.7Section 1.1(a)(iii) shall be repaid on demand. (bii) For purposes Immediately upon receipt by any Credit Party of determining compliance with §3.2(aproceeds of any asset disposition (including condemnation proceeds, but excluding proceeds of asset dispositions permitted by Sections 6.8 (a) and 6.8(b)) or any sale of Stock of any Subsidiary of any Credit Party, Borrowers shall prepay the covenants set forth Loans in §9an amount equal to all such proceeds, the Outstanding amount net of the Revolving Credit Loans (A) commissions and the Letters of Credit Liabilities which are denominated other reasonable and customary transaction costs, fees and expenses properly attributable to such transaction and payable by Borrowers in Alternative Currencies shall be reconnection therewith (in each case, paid to non-determined on the Revaluation Date occurring on the last calendar day of each calendar month prior to the Revolving Credit Maturity Date based on the Dollar Equivalent of the aggregate outstanding principal amount of such Revolving Credit Loans and Letter of Credit Liabilities (determined as of such day prior to 11:00 a.m. Cleveland, Ohio time). If, as a result of such re-determination, a prepayment of such Revolving Credit Loans shall be required under §3.2(aAffiliates), the Agent shall promptly notify the Lenders and the Borrower thereof and Borrower shall within five (5B) Business Days transfer taxes, (C) amounts payable to holders of receiving such notice from Agent make a prepayment of such Revolving Credit Loans senior Liens (to the extent such Liens constitute Permitted Encumbrances hereunder), if any, and (D) an appropriate reserve for income taxes in accordance with GAAP in connection therewith. Any such prepayment shall be applied in accordance with clause (c)(1) below. (iii) Except for the proceeds of approximately $1,500,000 of Holdings Stock to be put into escrow pursuant to the Acquisition Agreement as security for Holdings' and Selfix's obligation to reimburse the stockholders of Tamor under Section 2.5(d) of the Acquisition Agreement, if Holdings or any Borrower issues Stock, no later than the Business Day following the date of receipt of the proceeds thereof, all Borrowers (in the case of an issuance by Holdings) or the issuing Borrower shall prepay the Loans in an amount equal to all or a portion of such proceeds, in accordance with clause (c)(2) below, net of underwriting discounts and commissions and other reasonable costs paid to non-Affiliates in connection therewith. (iv) Until the Termination Date, Borrowers shall prepay the Obligations on the earlier of the date which is ten (10) days after (A) the date on which Borrowers' annual audited Financial Statements for the immediately preceding Fiscal Year are delivered pursuant to Annex E or (B) the date on which such annual audited Financial Statements were required under §3.2(a).to be delivered

Mandatory Prepayments. The Borrowers shall be required to prepay the Obligations in accordance with the following: (i) immediately upon the receipt by any Obligor of the proceeds of any voluntary or involuntary sale or disposition of property or assets of an Obligor (including casualty losses or condemnations but excluding sales or dispositions which are permitted under clauses (a), (b), (c), (d), (e), (f), (h), (i) If or (j) of Section 6.5), the Borrowers shall prepay the outstanding Obligations in accordance with Section 2.13(c)(iv) in an amount equal to 100% of the Net Cash Proceeds (including condemnation awards and payments in lieu thereof) received by such Obligor in connection with such sales or dispositions; provided, that, nothing contained in this Section 2.13(c)(i) shall permit the Borrowers or any of their Subsidiaries to sell or otherwise dispose of any property or assets other than in accordance with Section 6.5; (ii) immediately upon the receipt by any Obligor of any Extraordinary Receipts, the Borrowers shall prepay the outstanding Obligations in accordance with Section 2.13(c)(iv) in an amount equal to 100% of such Extraordinary Receipts; (iii) in the event that at any time an Overadvance exists, the Borrowers shall immediately prepay the outstanding Obligations in accordance with Section 2.13(c)(iv) in such amount as may be necessary to cure such Overadvance; and (iiv) each prepayment pursuant to this Section 2.13(c) shall (A) so long as no Application Event shall have occurred and be continuing, be applied, first, to the sum of the aggregate outstanding principal amount of the Revolving Credit Loans, until paid in full, and second, to cash collateralize the Swing Loans and Letters of Credit in an amount equal to the then extant Letter of Credit Liabilities exceeds the Total Revolving Credit Commitment, (ii) the sum of the aggregate outstanding principal amount of the Revolving Credit Loans, the Term Loans, the Swing Loans and the Letter of Credit Liabilities exceeds the Total Commitment; provided that, for purposes of this §3.2(a)(ii), the Revaluation Date for purposes of determining the Dollar Equivalent of any amount of Term Loans, or of the portion of the Total Commitment consisting of Term Loan Commitments, shall be deemed to be the Revaluation Date determined upon the incurrence of such Term Loans or Term Loan Commitments, as the case may be, pursuant to clause (a) of the definition of Revaluation Date, or (iii) the sum of (A) the aggregate outstanding principal amount of the Revolving Credit Loans, the Term Loans, the Swing Loans and the Letter of Credit LiabilitiesObligations, and (B) if an Application Event shall have occurred and be continuing, be applied in the aggregate amount of all other Unsecured Indebtedness of REIT and its Subsidiaries causes a violation of the covenants manner set forth in §§9.3 or 9.4Section 2.14(f). The Revolving Commitment Amount and, then the Borrower shall, within five (5) Business Days of such occurrence pay the amount of such excess except to the Agent for the respective accounts of the Revolving Credit Lenders (extent provided in the case of clause (i)) or all of the Lenders (in the case of clauses (ii) and (iii)), as applicable, for application to the Revolving Credit Loans and Term Loans as provided in §3.4, together with any additional amounts payable pursuant to §4.7, and deposit in the Collateral Account and pledge to Agent cash in any additional amount necessary to secure the Outstanding Letter of Credit Liabilities, except that the amount of any Swing Loans shall be paid solely to the Swing Loan Lender. Without limiting the foregoing, if at any time (W) the Dollar Equivalent of the outstanding principal amount of all Alternative Currency Loans shall exceed the Non-U.S. Dollar Sublimit, (X) the Dollar Equivalent of the outstanding principal amount of all Revolving Credit Loans denominated in Swiss Francs shall exceed the Swiss Francs Sublimit, (Y) the Dollar Equivalent of the outstanding principal amount of all Revolving Credit Loans denominated in Norwegian Krone shall exceed the Norwegian Krone Sublimit, or (Z) the Dollar Equivalent of the outstanding principal amount of all Revolving Credit Loans denominated in Swedish Krona shall exceed the Swedish Krona Sublimit, then, in each casedefinition thereof, the Borrower shallOveradvance Basket, within five (5) Business Days of such occurrence pay the amount of such excess to the Agent for the respective accounts of the Revolving Credit Lenders for application to the Revolving Credit Loans denominated in the applicable Alternative Currencies, together with any additional amounts payable pursuant to §4.7. (b) For purposes of determining compliance with §3.2(a) and the covenants set forth in §9, the Outstanding amount of the Revolving Credit Loans and the Letters of Credit Liabilities which are denominated in Alternative Currencies shall be re-determined on the Revaluation Date occurring on the last calendar day of each calendar month prior to the Revolving Credit Maturity Date based on the Dollar Equivalent of the aggregate outstanding principal amount of such Revolving Credit Loans and Letter of Credit Liabilities (determined as of such day prior to 11:00 a.m. Cleveland, Ohio time). If, will remain unchanged as a result of any such re-determination, a prepayment of such Revolving Credit Loans shall be required under §3.2(a), the Agent shall promptly notify the Lenders and the Borrower thereof and Borrower shall within five (5) Business Days of receiving such notice from Agent make a prepayment of such Revolving Credit Loans to the extent required under §3.2(a)prepayments.

Mandatory Prepayments. (ai) If at any time (i) the sum of the aggregate outstanding principal amount balances of the Revolving Credit Loans, Loan exceed the Swing Loans and the Letter of Credit Liabilities exceeds the Total Revolving Credit Commitment, (ii) the sum of the aggregate outstanding principal amount of the Revolving Credit Loans, the Term Loans, the Swing Loans and the Letter of Credit Liabilities exceeds the Total Commitment; provided that, for purposes of this §3.2(a)(ii), the Revaluation Date for purposes of determining the Dollar Equivalent of any amount of Term Loans, or of the portion of the Total Commitment consisting of Term Loan Commitments, shall be deemed to be the Revaluation Date determined upon the incurrence of such Term Loans or Term Loan Commitments, as the case may be, pursuant to clause (a) of the definition of Revaluation Date, or (iii) the sum lesser of (A) the aggregate outstanding principal amount of the Revolving Credit Loans, the Term Loans, the Swing Loans and the Letter of Credit Liabilities, Maximum Amount and (B) the Aggregate Borrowing Base, Borrowers shall immediately repay the aggregate amount of all other Unsecured Indebtedness of REIT and its Subsidiaries causes a violation outstanding Revolving Credit Advances to the extent required to eliminate such excess. If any such excess remains after repayment in full of the covenants aggregate outstanding Revolving Credit Advances, Borrowers shall provide cash collateral for the Letter of Credit Obligations in the manner set forth in §§9.3 or 9.4Annex B to the extent required to eliminate such excess. Furthermore, then if, at any time, the outstanding balance of the Revolving Loan of any Borrower shallexceeds that Borrower's separate Borrowing Base, within five (5) Business Days of such occurrence pay the applicable 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 foregoing, any Overadvance made pursuant to the Agent for the respective accounts Section 1.1(a)(iii) shall be repaid in accordance with Section 1.1(a)(iii). (ii) Within three (3) Business Days after receipt by any Credit Party of the Revolving Credit Lenders cash proceeds of any asset disposition (in the case excluding proceeds of clause asset dispositions permitted by Section 6.8 (ia)) or all any sale of the Lenders Stock of any Subsidiary of any Credit Party (in the case of clauses (ii) and (iii)other than a sale to any Credit Party), as applicableBorrowers shall prepay the Loans in an amount equal to all such proceeds, for application net of (A) commissions and other reasonable and customary transaction costs, fees and expenses properly attributable to the Revolving Credit Loans such transaction and Term Loans as provided payable by Borrowers in §3.4, together with any additional amounts payable pursuant to §4.7, and deposit in the Collateral Account and pledge to Agent cash in any additional amount necessary to secure the Outstanding Letter of Credit Liabilities, except that the amount of any Swing Loans shall be paid solely to the Swing Loan Lender. Without limiting the foregoing, if at any time connection therewith (W) the Dollar Equivalent of the outstanding principal amount of all Alternative Currency Loans shall exceed the Non-U.S. Dollar Sublimit, (X) the Dollar Equivalent of the outstanding principal amount of all Revolving Credit Loans denominated in Swiss Francs shall exceed the Swiss Francs Sublimit, (Y) the Dollar Equivalent of the outstanding principal amount of all Revolving Credit Loans denominated in Norwegian Krone shall exceed the Norwegian Krone Sublimit, or (Z) the Dollar Equivalent of the outstanding principal amount of all Revolving Credit Loans denominated in Swedish Krona shall exceed the Swedish Krona Sublimit, then, in each case, the Borrower shallpaid to non-Affiliates), within five (5B) Business Days transfer taxes, (C) amounts payable to holders of senior Liens on such occurrence pay the amount of such excess assets (to the Agent extent such Liens constitute Permitted Encumbrances hereunder), if any, and (D) an appropriate reserve for the respective accounts of the Revolving Credit Lenders for application to the Revolving Credit Loans denominated income taxes in the applicable Alternative Currencies, together accordance with any additional amounts payable pursuant to §4.7GAAP in connection therewith. Any such prepayment shall be applied in accordance with Section 1.3(c). (biii) For purposes If any Borrower issues Stock, no later than the Business Day following the date of determining compliance with §3.2(a) and receipt of the covenants set forth in §9proceeds thereof, the Outstanding amount of issuing Borrower shall prepay the Revolving Credit Loans (and the Letters of Credit Liabilities which are denominated in Alternative Currencies shall be re-determined on the Revaluation Date occurring on the last calendar day of each calendar month prior to the Revolving Credit Maturity Date based on the Dollar Equivalent of the aggregate outstanding principal amount of such Revolving Credit Loans and cash collateralize Letter of Credit Liabilities (determined as Obligations) 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. Any such day prior prepayment shall be applied in accordance with Section 1.3(c) provided that proceeds of the issuance of Stock in connection with the Additional Capitalization Requirement shall be applied solely to 11:00 a.m. Cleveland, Ohio time). If, as a result the outstanding balance of such re-determination, a prepayment of such Revolving Credit Loans shall be required under §3.2(a), Advances until the Agent shall promptly notify the Lenders and the Borrower thereof and Borrower shall within five (5) Business Days of receiving such notice from Agent make a prepayment of such Revolving Credit Loans to the extent required under §3.2(a)same have been paid in full.

Mandatory Prepayments. Immediately upon receipt by Borrower of Net Cash Proceeds of any Permitted Disposition (other than an Ordinary Course Disposition), Borrower shall (a) If at any time (i) prepay Term Loan A in an amount equal to the sum of the aggregate outstanding principal amount of the Revolving Credit Loans, the Swing Loans Required Amount applicable to such Permitted Disposition and the Letter of Credit Liabilities exceeds amount so prepaid automatically shall reduce the Total Revolving Credit Term Loan A Commitment, on a dollar-for-dollar basis, (iib) if Term Loan A has been repaid or prepaid in full, prepay Term Loan B in an amount equal to the sum of Required Amount applicable to such Permitted Disposition (or the aggregate outstanding principal amount of balance remaining after the Revolving Credit Loans, the Term Loans, the Swing Loans and the Letter of Credit Liabilities exceeds the Total Commitment; provided that, for purposes of this §3.2(a)(ii), the Revaluation Date for purposes of determining the Dollar Equivalent of any amount of Term Loans, or of the portion of the Total Commitment consisting prepayment of Term Loan Commitments, shall be deemed to be the Revaluation Date determined upon the incurrence of such Term Loans or Term Loan Commitments, as the case may be, A pursuant to clause (a) of above, as applicable), and the definition of Revaluation Dateamount so prepaid automatically shall reduce the Term Loan A Commitment, or (iii) the sum of (A) the aggregate outstanding principal amount of the Revolving Credit Loansif any, on a dollar-for-dollar basis and, thereafter, the Term LoansLoan B Commitment, the Swing Loans and the Letter of Credit Liabilitiesif any, on a dollar-for-dollar basis, and (Bc) if Term Loan A and Term Loan B have been repaid or prepaid in full, prepay the aggregate Advances made by Foothill to Borrower under Section 2.1 in an amount of all other Unsecured Indebtedness of REIT and its Subsidiaries causes a violation of the covenants set forth in §§9.3 or 9.4, then the Borrower shall, within five (5) Business Days of such occurrence pay the amount of such excess equal to the Agent for Required Amount applicable to such Permitted Disposition (or the respective accounts balance remaining after the prepayment of the Revolving Credit Lenders (in the case of Term Loan A pursuant to clause (i)a) above or all the prepayment of the Lenders Term Loan B pursuant to clause (in the case of clauses (iib) and (iii))above, as applicable, for application to the Revolving Credit Loans and Term Loans as provided in §3.4, together with any additional amounts payable pursuant to §4.7), and deposit in the Collateral Account and pledge to Agent cash in any additional amount necessary to secure the Outstanding Letter of Credit Liabilities, except that the amount of any Swing Loans so prepaid automatically shall be paid solely to reduce the Swing Term Loan Lender. Without limiting the foregoingA Commitment, if at any time (W) the Dollar Equivalent of the outstanding principal amount of all Alternative Currency Loans shall exceed the Nonany, on a dollar-U.S. Dollar Sublimitfor-dollar basis and, (X) the Dollar Equivalent of the outstanding principal amount of all Revolving Credit Loans denominated in Swiss Francs shall exceed the Swiss Francs Sublimit, (Y) the Dollar Equivalent of the outstanding principal amount of all Revolving Credit Loans denominated in Norwegian Krone shall exceed the Norwegian Krone Sublimit, or (Z) the Dollar Equivalent of the outstanding principal amount of all Revolving Credit Loans denominated in Swedish Krona shall exceed the Swedish Krona Sublimit, then, in each casethereafter, the Borrower shallTerm Loan B Commitment, within five (5) Business Days of such occurrence pay if any, on a dollar-for-dollar basis and, thereafter the amount of such excess to the Agent for the respective accounts of the Maximum Revolving Credit Lenders for application to the Revolving Credit Loans denominated in the applicable Alternative CurrenciesAmount, together with any additional amounts payable pursuant to §4.7on a dollar-for-dollar basis. (b) For purposes of determining compliance with §3.2(a) and the covenants set forth in §9, the Outstanding amount of the Revolving Credit Loans and the Letters of Credit Liabilities which are denominated in Alternative Currencies shall be re-determined on the Revaluation Date occurring on the last calendar day of each calendar month prior to the Revolving Credit Maturity Date based on the Dollar Equivalent of the aggregate outstanding principal amount of such Revolving Credit Loans and Letter of Credit Liabilities (determined as of such day prior to 11:00 a.m. Cleveland, Ohio time). If, as a result of such re-determination, a prepayment of such Revolving Credit Loans shall be required under §3.2(a), the Agent shall promptly notify the Lenders and the Borrower thereof and Borrower shall within five (5) Business Days of receiving such notice from Agent make a prepayment of such Revolving Credit Loans to the extent required under §3.2(a).

Mandatory Prepayments. (ai) If at any time (i) the sum of the aggregate outstanding principal amount balances of the Revolving Loan plus all amounts owing by any Credit Loans, Party under the Swing Loans and the Letter of Pre-Petition Credit Liabilities exceeds the Total Revolving Credit Commitment, (ii) the sum Agreement or any of the aggregate outstanding principal amount of the Revolving Credit Loans, the Term Loans, the Swing Loans and the Letter of Credit Liabilities exceeds the Total Commitment; provided that, loan documents or instruments entered into in connection therewith (other than for purposes of this §3.2(a)(ii), providing cash collateral with respect to the Revaluation Date for purposes Existing Letters of determining Credit) then outstanding exceed the Dollar Equivalent of any amount of Term Loans, or of the portion of the Total Commitment consisting of Term Loan Commitments, shall be deemed to be the Revaluation Date determined upon the incurrence of such Term Loans or Term Loan Commitments, as the case may be, pursuant to clause (a) of the definition of Revaluation Date, or (iii) the sum lesser of (A) the aggregate outstanding principal amount of the Revolving Credit Loans, the Term Loans, the Swing Loans and the Letter of Credit Liabilities, Maximum Amount and (B) the Borrowing Base, Borrowers shall immediately repay the aggregate amount of all other Unsecured Indebtedness of REIT outstanding Revolving Credit Advances and its Subsidiaries causes a violation of amounts owing by any Credit Party under the covenants set forth in §§9.3 or 9.4, Pre-Petition Credit Agreement then outstanding to the Borrower shall, within five (5) Business Days of extent required to eliminate such occurrence pay the amount of excess. If any such excess to the Agent for the respective accounts of the Revolving Credit Lenders (remains after repayment in the case of clause (i)) or all of the Lenders (in the case of clauses (ii) and (iii)), as applicable, for application to the Revolving Credit Loans and Term Loans as provided in §3.4, together with any additional amounts payable pursuant to §4.7, and deposit in the Collateral Account and pledge to Agent cash in any additional amount necessary to secure the Outstanding Letter of Credit Liabilities, except that the amount of any Swing Loans shall be paid solely to the Swing Loan Lender. Without limiting the foregoing, if at any time (W) the Dollar Equivalent of the outstanding principal amount of all Alternative Currency Loans shall exceed the Non-U.S. Dollar Sublimit, (X) the Dollar Equivalent of the outstanding principal amount of all Revolving Credit Loans denominated in Swiss Francs shall exceed the Swiss Francs Sublimit, (Y) the Dollar Equivalent of the outstanding principal amount of all Revolving Credit Loans denominated in Norwegian Krone shall exceed the Norwegian Krone Sublimit, or (Z) the Dollar Equivalent of the outstanding principal amount of all Revolving Credit Loans denominated in Swedish Krona shall exceed the Swedish Krona Sublimit, then, in each case, the Borrower shall, within five (5) Business Days of such occurrence pay the amount of such excess to the Agent for the respective accounts of the Revolving Credit Lenders for application to the Revolving Credit Loans denominated in the applicable Alternative Currencies, together with any additional amounts payable pursuant to §4.7. (b) For purposes of determining compliance with §3.2(a) and the covenants set forth in §9, the Outstanding amount of the Revolving Credit Loans and the Letters of Credit Liabilities which are denominated in Alternative Currencies shall be re-determined on the Revaluation Date occurring on the last calendar day of each calendar month prior to the Revolving Credit Maturity Date based on the Dollar Equivalent full of the aggregate outstanding principal amount of such Revolving Credit Loans Advances and all amounts owing by any Credit Party under the Pre-Petition Credit Agreement or any of the loan documents or instruments entered into in connection therewith (other than for purposes of providing cash collateral with respect to the Existing Letters of Credit) then outstanding, Borrowers shall provide cash collateral for the Letter of Credit Liabilities (determined as of such day prior to 11:00 a.m. Cleveland, Ohio time). If, as a result of such re-determination, a prepayment of such Revolving Credit Loans shall be required under §3.2(a), Obligations in the Agent shall promptly notify the Lenders and the Borrower thereof and Borrower shall within five (5) Business Days of receiving such notice from Agent make a prepayment of such Revolving Credit Loans manner set forth in Annex B to the extent required to eliminate such excess. If no Event of Default shall have occurred and be continuing, all or a portion of such cash collateral shall be returned to Borrowers at such time as the aggregate outstanding balances of the Revolving Loan plus all amounts owing by any Credit Party under §3.2(athe Pre-Petition Credit Agreement or any of the loan documents or instruments entered into in connection therewith (other than for purposes of providing cash collateral with respect to the Existing Letters of Credit) then outstanding no longer exceed the lesser of (A) the Maximum Amount and (B) the Borrowing Base. (ii) Subject to the terms of the Intercreditor Agreement, the Senior Secured Notes Indenture and the DIP Term Loan Agreement (as in effect on the Closing Date or as amended in accordance with the terms hereof), upon receipt by any Credit Party of any Net Cash Proceeds of any asset Disposition, Borrowers shall promptly (and, in no event, later than one (1) Business Day after any such Disposition) prepay the Loans in an amount equal to all such Net Cash Proceeds; provided, however, this clause (ii) shall not apply to Net Cash Proceeds from asset Dispositions of less than $500,000 in the aggregate during the term of this Agreement. Any such prepayment shall be applied in accordance with Section 1.3(c). (iii) If Parent issues Stock, or if any Credit Party issues any Indebtedness that is not otherwise permitted hereunder, no later than the Business Day following the date of receipt of the Net Cash Proceeds thereof, Parent shall prepay the Loans in an amount equal to all such Net Cash Proceeds. Any such prepayment shall be applied in accordance with Section 1.3(c).

Mandatory Prepayments. (a) If at any time (i) In case of receipt by any Loan Party or any of its Subsidiaries of any Net Asset Sale Proceeds, in excess, individually or in the sum aggregate, of U.S.$25,000,000 (or the aggregate outstanding principal amount of the Revolving Credit Loans, the Swing Loans and the Letter of Credit Liabilities exceeds the Total Revolving Credit Commitment, (ii) the sum of the aggregate outstanding principal amount of the Revolving Credit Loans, the Term Loans, the Swing Loans and the Letter of Credit Liabilities exceeds the Total Commitment; provided that, for purposes of this §3.2(a)(iiequivalent thereof in other currencies), the Revaluation Date for purposes of determining Borrower shall prepay the Dollar Equivalent of any amount of Term Loans, or on the Business Day immediately succeeding the day of the portion of the Total Commitment consisting of Term Loan Commitments, shall be deemed to be the Revaluation Date determined upon the incurrence receipt of such Term Loans or Term Loan CommitmentsNet Asset Sale Proceeds, as in an amount equal to the case may be, pursuant to clause (a) of the definition of Revaluation Date, or (iii) the sum lesser of (Ax) the aggregate outstanding principal amount of the Revolving Credit Loansof, and interest on, the Term Loans, the Swing Loans and the Letter of Credit Liabilitiesthen outstanding, and (By) the aggregate amount of all other Unsecured Indebtedness such Net Asset Sale Proceeds. (ii) In case of REIT and receipt by any Loan Party or any of its Subsidiaries causes a violation of any Net Equity Issuance Proceeds, in excess, individually or in the covenants set forth aggregate, of U.S.$5,000,000 (or the equivalent thereof in §§9.3 or 9.4, then other currencies) the Borrower shallshall prepay the Loans, within five (5) on the Business Days Day immediately succeeding the day of receipt of such occurrence pay Net Equity Issuance Proceeds, in an amount equal to the lesser of (x) the aggregate principal of and interest on the Loans then outstanding, and (y) the aggregate amount of such excess Net Equity Issuance Proceeds. (iii) In case of receipt by any Loan Party or any of its Subsidiaries of any Net Debt Issuance Proceeds, the Borrower shall prepay the Loans, on the Business Day immediately succeeding the day of receipt of such Net Debt Issuance Proceeds, in an amount equal to the Agent for lesser of (x) the respective accounts aggregate principal of and interest on the Loans then outstanding, and (y) the aggregate amount of such Net Debt Issuance Proceeds. (iv) In case of receipt by any Loan Party or any of its Subsidiaries of any Net Insurance/Condemnation Proceeds, in an amount exceeding, individually or in the aggregate, U.S.$5,000,000 (or the equivalent thereof in other currencies) the Borrower shall prepay the Loans, on the Business Day immediately succeeding the day of receipt of such Net Insurance/Condemnation Proceeds, in an amount equal to the lesser of (x) the aggregate amount of such Net Insurance/Condemnation Proceeds and (y) the then aggregate principal amount outstanding of the Revolving Credit Lenders Loans; provided, however, that (A) for so long as no Event of Default shall have occurred and be continuing, the Borrower or such Loan Party shall have the option, by notifying the Administrative Agent (who shall promptly notify each Lender) of its intent prior to such prepayment date, to invest such Net Insurance/Condemnation Proceeds within 60 days from the receipt thereof (which period may be extended for up to 30 days thereafter if the Borrower or the applicable Guarantor has entered into binding commitments with respect thereto with an unaffiliated third party within such 60-day period) in assets of the general type used by the Loan Parties and their Subsidiaries in the case Line of Business, which investment may include the repair, restoration or replacement of the applicable assets thereof; and (B) any portion of such Net Insurance/Condemnation Proceeds not invested by the Borrower or such Loan Party or such Subsidiary as provided herein, shall be applied to prepay the Loans as contemplated by this clause (i)iv) or all no later than on the Business Day immediately following the expiration of the Lenders 60-day (in the case of clauses (ii) and (iii))or, as if applicable, for application to 90 day) period mentioned above. (v) In the Revolving Credit Loans and Term Loans as provided event a Change in §3.4, together with any additional amounts payable pursuant to §4.7, and deposit in the Collateral Account and pledge to Agent cash in any additional amount necessary to secure the Outstanding Letter of Credit Liabilities, except that the amount of any Swing Loans shall be paid solely to the Swing Loan Lender. Without limiting the foregoing, if at any time (W) the Dollar Equivalent of the outstanding principal amount of all Alternative Currency Loans shall exceed the Non-U.S. Dollar Sublimit, (X) the Dollar Equivalent of the outstanding principal amount of all Revolving Credit Loans denominated in Swiss Francs shall exceed the Swiss Francs Sublimit, (Y) the Dollar Equivalent of the outstanding principal amount of all Revolving Credit Loans denominated in Norwegian Krone shall exceed the Norwegian Krone Sublimit, or (Z) the Dollar Equivalent of the outstanding principal amount of all Revolving Credit Loans denominated in Swedish Krona shall exceed the Swedish Krona Sublimit, then, in each caseControl occurs, the Borrower shall, within five concurrently with (5and on the same day of) Business Days the occurrence of such occurrence pay Change in Control, prepay all Loans then outstanding. (vi) In case of receipt by any Loan Party or any of its Subsidiaries of any Dollar Takeout Net Debt Issuance Proceeds, the Borrower shall prepay, (A) first, the Dollar Loans, on the Business Day immediately succeeding the day of receipt of such Dollar Takeout Net Debt Issuance Proceeds, in an amount equal to the lesser of (x) the aggregate principal of and interest on the Dollar Loans then outstanding, and (y) the aggregate amount of such excess to the Agent for the respective accounts of the Revolving Credit Lenders for application to the Revolving Credit Loans denominated in the applicable Alternative CurrenciesDollar Takeout Net Debt Issuance Proceeds, together with any additional amounts payable pursuant to §4.7. (b) For purposes of determining compliance with §3.2(a) and the covenants set forth in §9, the Outstanding amount of the Revolving Credit Loans and the Letters of Credit Liabilities which are denominated in Alternative Currencies shall be re-determined on the Revaluation Date occurring on the last calendar day of each calendar month prior to the Revolving Credit Maturity Date based on the Dollar Equivalent of the aggregate outstanding principal amount of such Revolving Credit Loans and Letter of Credit Liabilities (determined as of such day prior to 11:00 a.m. Cleveland, Ohio time). If, as a result of such re-determination, a prepayment of such Revolving Credit Loans shall be required under §3.2(a), the Agent shall promptly notify the Lenders and the Borrower thereof and Borrower shall within five (5) Business Days of receiving such notice from Agent make a prepayment of such Revolving Credit Loans to the extent required under §3.2(a).and

Mandatory Prepayments. (ai) If at any time (i) the sum of the aggregate outstanding principal amount balances of the Revolving Credit Loans, Loan and the Swing Loans and Line Loan exceed the Letter of Credit Liabilities exceeds the Total Revolving Credit Commitment, (ii) the sum of the aggregate outstanding principal amount of the Revolving Credit Loans, the Term Loans, the Swing Loans and the Letter of Credit Liabilities exceeds the Total Commitment; provided that, for purposes of this §3.2(a)(ii), the Revaluation Date for purposes of determining the Dollar Equivalent of any amount of Term Loans, or of the portion of the Total Commitment consisting of Term Loan Commitments, shall be deemed to be the Revaluation Date determined upon the incurrence of such Term Loans or Term Loan Commitments, as the case may be, pursuant to clause (a) of the definition of Revaluation Date, or (iii) the sum lesser of (A) the aggregate outstanding principal amount of the Revolving Credit Loans, the Term Loans, the Swing Loans and the Letter of Credit Liabilities, Maximum Amount and (B) the Borrowing Base, Borrowers shall immediately repay the aggregate amount of all other Unsecured Indebtedness of REIT and its Subsidiaries causes a violation outstanding Revolving Credit Advances to the extent required to eliminate such excess. If any such excess remains after repayment in full of the covenants aggregate outstanding Revolving Credit Advances, Borrowers shall provide cash collateral for the Letter of Credit Obligations in the manner set forth in §§9.3 or 9.4, then the Borrower shall, within five (5) Business Days of such occurrence pay the amount of such excess Annex B to the Agent for the respective accounts of the Revolving Credit Lenders (in the case of clause (i)) or all of the Lenders (in the case of clauses extent required to eliminate such excess. (ii) and (iii)), as applicable, for application to the Revolving Immediately upon receipt by any Credit Loans and Term Loans as provided in §3.4, together with any additional amounts payable pursuant to §4.7, and deposit in the Collateral Account and pledge to Agent cash in any additional amount necessary to secure the Outstanding Letter of Credit Liabilities, except that the amount Party of any Swing cash proceeds of any asset disposition, Borrowers shall prepay the Loans shall be paid solely in an amount equal to the Swing Loan Lender. Without limiting the foregoingall such proceeds, if at any time net of (WA) the Dollar Equivalent of the outstanding principal amount of all Alternative Currency Loans shall exceed the Non-U.S. Dollar Sublimitcommissions and other reasonable and customary transaction costs, fees and expenses properly attributable to such transaction and payable by Borrowers in connection therewith (X) the Dollar Equivalent of the outstanding principal amount of all Revolving Credit Loans denominated in Swiss Francs shall exceed the Swiss Francs Sublimit, (Y) the Dollar Equivalent of the outstanding principal amount of all Revolving Credit Loans denominated in Norwegian Krone shall exceed the Norwegian Krone Sublimit, or (Z) the Dollar Equivalent of the outstanding principal amount of all Revolving Credit Loans denominated in Swedish Krona shall exceed the Swedish Krona Sublimit, then, in each case, the Borrower shallpaid to non-Affiliates), within five (5B) Business Days transfer taxes, (C) amounts payable to holders of senior Liens on such occurrence pay the amount of such excess asset (to the Agent extent such Liens constitute Permitted Encumbrances hereunder), if any, and (D) an appropriate reserve for the respective accounts income taxes in accordance with GAAP in connection therewith. Any such prepayment shall be applied in accordance with Section 1.3(c). The following shall not be subject to mandatory prepayment under this clause (ii): (1) proceeds of the Revolving Credit Lenders for application to the Revolving Credit Loans denominated sales of Inventory in the applicable Alternative Currenciesordinary course of business; (2) asset disposition proceeds of less than $250,000 in the aggregate in any Fiscal Year; and (3) asset disposition proceeds that are reinvested in Equipment, together with Fixtures or Real Estate within one hundred and eighty (180) days following receipt thereof; provided that Borrower notifies Agent of its intent to reinvest at the time such proceeds are received and when such reinvestment occurs, so long as no Default or Event of Default has occurred and is continuing at the time of any additional amounts payable pursuant to §4.7such disposition. (biii) For purposes If any Credit Party issues Stock or the Stock of determining compliance with §3.2(aany Credit Party (other than Perfumania Holdings) and is sold, no later than the covenants set forth in §9, Business Day following the Outstanding amount date of receipt of the Revolving Credit proceeds thereof, Borrowers shall prepay the Loans (and the Letters of Credit Liabilities which are denominated in Alternative Currencies shall be re-determined on the Revaluation Date occurring on the last calendar day of each calendar month prior to the Revolving Credit Maturity Date based on the Dollar Equivalent of the aggregate outstanding principal amount of such Revolving Credit Loans and cash collateralize Letter of Credit Liabilities (determined as Obligations) in an amount equal to 50% of all such day prior proceeds, net of underwriting discounts and commissions and other reasonable costs paid to 11:00 a.m. Cleveland, Ohio timenon-Affiliates in connection therewith. Any such prepayment shall be applied in accordance with Section 1.3(c). IfProceeds of Stock issuances to employees of any Credit Party shall not be subject to prepayment under this clause (iii). (iv) If any Credit Party incurs Indebtedness, as a result no later than the Business Day following the date of receipt of the proceeds thereof, Borrowers shall prepay the Loans (and cash collateralize Letter of Credit Obligations) in an amount equal to all such reproceeds, net of reasonable costs paid to non-determination, a Affiliates in connection therewith. Any such prepayment of such Revolving Credit Loans shall be required applied in accordance with Section 1.3(c). Proceeds of Indebtedness permitted under §3.2(a), the Agent Section 6.3(a) shall promptly notify the Lenders and the Borrower thereof and Borrower shall within five not be subject to prepayment under this clause (5) Business Days of receiving such notice from Agent make a prepayment of such Revolving Credit Loans to the extent required under §3.2(aiv).

Mandatory Prepayments. (ai) If at any time (i) the sum outstanding balance of the Revolving Loan exceeds the Maximum Amount, 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 principal amount of the Revolving Credit LoansAdvances, the Swing Loans and Borrower shall provide cash collateral for the Letter of Credit Liabilities exceeds Obligations in the Total Revolving Credit Commitment, manner set forth in Annex B to the extent required to eliminate such excess. (ii) the sum of the aggregate outstanding principal amount of the Revolving Immediately upon receipt by any Credit Loans, the Term Loans, the Swing Loans and the Letter of Credit Liabilities exceeds the Total Commitment; provided that, for purposes of this §3.2(a)(ii), the Revaluation Date for purposes of determining the Dollar Equivalent Party of any cash proceeds of any asset disposition, Borrower shall prepay the Loans in an amount of Term Loansequal to all such proceeds, or of the portion of the Total Commitment consisting of Term Loan Commitments, shall be deemed to be the Revaluation Date determined upon the incurrence of such Term Loans or Term Loan Commitments, as the case may be, pursuant to clause (a) of the definition of Revaluation Date, or (iii) the sum net of (A) commissions and other reasonable transaction costs, fees and expenses properly attributable to such transaction and payable by such Credit Party in connection therewith (in each case, paid to non-Affiliates), (B) transfer taxes, (C) amounts payable to holders of Liens on such asset (to the aggregate outstanding principal amount of the Revolving Credit Loansextent such Liens constitute Liens permitted hereunder), the Term Loans, the Swing Loans and the Letter of Credit Liabilitiesif any, and (BD) an appropriate reserve for income taxes paid or payable in accordance with GAAP in connection therewith, including any reserves required to be established in accordance with GAAP against liabilities reasonably anticipated and attributable to the aggregate subject asset disposition, including, without limitation, pension and other post-employment benefit liabilities, liabilities related to environmental matters and liabilities under indemnification obligations associated with such asset disposition; provided that upon the reversal of any such reserve, such amounts so reversed shall be immediately used to repay the Loans in accordance herewith. Any such prepayment shall be applied in accordance with Section 1.3(c). The following shall not be subject to mandatory prepayment under this clause (ii): (1) proceeds of sales and dispositions permitted under Section 6.8 (a), (b), (c) or (d), and (2) asset disposition proceeds that are reinvested in the Business within two hundred seventy (270) days following receipt thereof and until reinvested are used to repay outstanding Revolving Loans or if no Revolving Loans are then outstanding are deposited in a Blocked Account in which Agent has a first priority perfected Lien; provided that Borrower notifies Agent of its intent to reinvest at the time such proceeds are received and when such reinvestment occurs. Thereafter, such funds shall be made available to such Credit Party for reinvestment as follows: (i) Borrower shall request a Revolving Credit Advance or release from the Blocked Account be made to such Credit Party in the amount of all other Unsecured Indebtedness of REIT requested to be released; and its Subsidiaries causes a violation of (ii) so long as the covenants conditions set forth in §§9.3 or 9.4Section 2.2 have been met, then the Borrower shall, within five (5) Business Days of Revolving Lenders shall make such occurrence pay the amount of such excess to the Agent for the respective accounts of the Revolving Credit Lenders (Advance or Agent shall release funds from such Blocked Account. To the extent not reinvested, such proceeds shall be applied in accordance with Section 1.3(c); provided that in the case of clause proceeds pertaining to any Credit Party other than Borrower, such proceeds shall be applied to the Loans owing by Borrower. (i)iii) If any Credit Party issues Stock (other than Stock issuances to Reading or its Affiliates the proceeds of which are contributed to the Borrower and used for the improvement or expansion of the Business, Permitted Acquisitions, Capital Expenditures or Investments permitted hereunder) or all any Credit Party incurs Indebtedness (other than Indebtedness incurred pursuant to Section 6.3), no later than the Business Day following the date of receipt of the Lenders proceeds thereof, Borrower shall prepay the Loans (in the case of clauses (ii) and (iii)), as applicable, for application to the Revolving Credit Loans and Term Loans as provided in §3.4, together with any additional amounts payable pursuant to §4.7, and deposit in the Collateral Account and pledge to Agent cash in any additional amount necessary to secure the Outstanding collateralize Letter of Credit LiabilitiesObligations) in an amount equal to all such proceeds from the issuance of such Stock or incurrence of Indebtedness, except that the amount net of any Swing Loans underwriting discounts and commissions and other reasonable costs paid to non-Affiliates in connection therewith. Any such prepayment shall be paid solely to the Swing Loan Lender. Without limiting the foregoing, if at any time (W) the Dollar Equivalent of the outstanding principal amount of all Alternative Currency Loans shall exceed the Non-U.S. Dollar Sublimit, (X) the Dollar Equivalent of the outstanding principal amount of all Revolving Credit Loans denominated applied in Swiss Francs shall exceed the Swiss Francs Sublimit, (Y) the Dollar Equivalent of the outstanding principal amount of all Revolving Credit Loans denominated in Norwegian Krone shall exceed the Norwegian Krone Sublimit, or (Z) the Dollar Equivalent of the outstanding principal amount of all Revolving Credit Loans denominated in Swedish Krona shall exceed the Swedish Krona Sublimit, then, in each case, the Borrower shall, within five (5) Business Days of such occurrence pay the amount of such excess to the Agent for the respective accounts of the Revolving Credit Lenders for application to the Revolving Credit Loans denominated in the applicable Alternative Currencies, together accordance with any additional amounts payable pursuant to §4.7. (b) For purposes of determining compliance with §3.2(a) and the covenants set forth in §9, the Outstanding amount of the Revolving Credit Loans and the Letters of Credit Liabilities which are denominated in Alternative Currencies shall be re-determined on the Revaluation Date occurring on the last calendar day of each calendar month prior to the Revolving Credit Maturity Date based on the Dollar Equivalent of the aggregate outstanding principal amount of such Revolving Credit Loans and Letter of Credit Liabilities (determined as of such day prior to 11:00 a.m. Cleveland, Ohio timeSection 1.3(c). If, as a result The following shall not be subject to prepayment under this clause (iii): proceeds of such re-determination, a prepayment Stock issuances to employees of such Revolving Credit Loans shall be required under §3.2(a), the Agent shall promptly notify the Lenders Holdings and the Borrower thereof and Borrower shall within five (5) Business Days of receiving such notice from Agent make a prepayment of such Revolving Credit Loans to the extent required under §3.2(a)its Subsidiaries.

Mandatory Prepayments. (ai) If at any time (i) the sum of the aggregate outstanding principal amount balance of the Revolving Credit Loans, the Swing Loans and the Letter of Credit Liabilities Loan exceeds the Total Revolving Credit Commitment, (ii) the sum of the aggregate outstanding principal amount of the Revolving Credit Loans, the Term Loans, the Swing Loans and the Letter of Credit Liabilities exceeds the Total Commitment; provided that, for purposes of this §3.2(a)(ii), the Revaluation Date for purposes of determining the Dollar Equivalent of any amount of Term Loans, or of the portion of the Total Commitment consisting of Term Loan Commitments, shall be deemed to be the Revaluation Date determined upon the incurrence of such Term Loans or Term Loan Commitments, as the case may be, pursuant to clause (a) of the definition of Revaluation Date, or (iii) the sum lesser of (A) the aggregate outstanding principal amount of the Revolving Credit Loans, the Term Loans, the Swing Loans and the Letter of Credit Liabilities, Maximum Amount and (B) the Borrowing Base, Borrowers shall immediately repay the aggregate amount of all other Unsecured Indebtedness of REIT and its Subsidiaries causes a violation outstanding Revolving Credit Advances to the extent required to eliminate such excess. Furthermore, if, at any time, the outstanding balance of the covenants set forth (a) Tranche A Advances exceeds the Tranche A Borrowing Availability, or (b) the Tranche B Advances exceeds the Tranche B Borrowing Availability, the Borrowers shall immediately repay their Revolving Credit Advances in §§9.3 or 9.4, then the Borrower shall, within five (5) Business Days of such occurrence pay the amount of such excess to the Agent for the respective accounts excess. (ii) Immediately upon receipt by any Credit Party of the Revolving Credit Lenders proceeds of any asset disposition (in the case excluding proceeds of clause asset dispositions permitted by Sections 6.8 (ia), (d), and (e)) or all any sale of the Lenders (in the case Stock of clauses (ii) and (iii))any Subsidiary of any Credit Party, as applicable, for application to Borrowers shall prepay the Revolving Credit Loans Loan in an amount equal to all such cash proceeds net of (A) underwriting discounts, commissions and Term Loans as provided other reasonable and customary transaction costs, fees and expenses properly attributable to such transaction and payable by Borrowers in §3.4, together with any additional amounts payable pursuant to §4.7, and deposit in the Collateral Account and pledge to Agent cash in any additional amount necessary to secure the Outstanding Letter of Credit Liabilities, except that the amount of any Swing Loans shall be paid solely to the Swing Loan Lender. Without limiting the foregoing, if at any time connection therewith (W) the Dollar Equivalent of the outstanding principal amount of all Alternative Currency Loans shall exceed the Non-U.S. Dollar Sublimit, (X) the Dollar Equivalent of the outstanding principal amount of all Revolving Credit Loans denominated in Swiss Francs shall exceed the Swiss Francs Sublimit, (Y) the Dollar Equivalent of the outstanding principal amount of all Revolving Credit Loans denominated in Norwegian Krone shall exceed the Norwegian Krone Sublimit, or (Z) the Dollar Equivalent of the outstanding principal amount of all Revolving Credit Loans denominated in Swedish Krona shall exceed the Swedish Krona Sublimit, then, in each case, paid to non-Affiliates), (B) sales, transfer, and similar taxes, (C) amounts payable to holders of senior Liens (to the Borrower shallextent such Liens constitute Permitted Encumbrances hereunder), within five if any, (5D) Business Days amounts required to be placed in escrow in connection with such transaction; provided that such amounts and terms of escrow are customary for transactions of such occurrence pay nature and are reasonably satisfactory to Agent, and provided, further, that upon the amount release of any such excess escrowed funds such funds are applied in accordance with this Section 1.2 and (E) amounts that Agent reasonably determines are appropriate to the Agent meet indemnity and similar obligations, including post-closing purchase price adjustments in connection with such transaction, provided, that upon such obligations terminating, any such amounts not used for the respective accounts of the Revolving Credit Lenders for application to the Revolving Credit Loans denominated such purposes shall be applied in the applicable Alternative Currencies, together accordance with any additional amounts payable pursuant to §4.7this Section 1.2. Any such prepayment shall be applied in accordance with Section 1.2(c). (biii) For purposes of determining compliance with §3.2(a) and Subject to the covenants provisions set forth in §9Section 6.5 of this Agreement, if Credit Party issues Stock or any debt securities, no later than the Outstanding amount Business Day following the date of receipt of the cash proceeds thereof, Borrowers shall prepay the Revolving Credit Loans Loan in an amount equal to all such cash proceeds, net of underwriting discounts and the Letters of Credit Liabilities which are denominated commissions and other reasonable and customary transaction costs paid to non-Affiliates in Alternative Currencies connection therewith. Any such prepayment shall be re-determined on the Revaluation Date occurring on the last calendar day of each calendar month prior to the Revolving Credit Maturity Date based on the Dollar Equivalent of the aggregate outstanding principal amount of such Revolving Credit Loans and Letter of Credit Liabilities (determined as of such day prior to 11:00 a.m. Cleveland, Ohio time). If, as a result of such re-determination, a prepayment of such Revolving Credit Loans shall be required under §3.2(a), the Agent shall promptly notify the Lenders and the Borrower thereof and Borrower shall within five (5) Business Days of receiving such notice from Agent make a prepayment of such Revolving Credit Loans to the extent required under §3.2(aapplied in accordance with Section 1.2(c).

Mandatory Prepayments. (ai) If at any time (i) the sum of the aggregate outstanding principal amount balances of the Revolving Credit Loans, Loan and the Swing Loans and Line Loan exceed the Letter of Credit Liabilities exceeds the Total Revolving Credit Commitment, (ii) the sum of the aggregate outstanding principal amount of the Revolving Credit Loans, the Term Loans, the Swing Loans and the Letter of Credit Liabilities exceeds the Total Commitment; provided that, for purposes of this §3.2(a)(ii), the Revaluation Date for purposes of determining the Dollar Equivalent of any amount of Term Loans, or of the portion of the Total Commitment consisting of Term Loan Commitments, shall be deemed to be the Revaluation Date determined upon the incurrence of such Term Loans or Term Loan Commitments, as the case may be, pursuant to clause (a) of the definition of Revaluation Date, or (iii) the sum lesser of (A) the aggregate outstanding principal amount of the Revolving Credit Loans, the Term Loans, the Swing Loans and the Letter of Credit Liabilities, Maximum Amount and (B) the Revolver Borrowing Base, Borrower shall immediately repay the aggregate amount of all other Unsecured Indebtedness of REIT and its Subsidiaries causes a violation outstanding Tranche A Revolving Credit Advances to the extent required to eliminate such excess. If any such excess remains after repayment in full of the covenants aggregate outstanding Tranche A Revolving Credit Advances, Borrower shall provide cash collateral for the Letter of Credit Obligations in the manner set forth in §§9.3 or 9.4, then Annex B to the Borrower shall, within five (5) Business Days of extent required to eliminate such occurrence pay the amount of excess. If any such excess remains after so cash collateralizing the Letter of Credit Obligations, Borrower shall repay the aggregate outstanding Tranche B Revolving Credit Advances to the Agent for extent required to eliminate such excess and the respective accounts of Tranche B Revolving Loan Commitments shall automatically be correspondingly permanently reduced. Notwithstanding the Revolving Credit Lenders (in the case of clause (i)foregoing, any Overadvance made pursuant to Section 1.1(a)(iii) or all of the Lenders (in the case of clauses shall be repaid only on demand. (ii) and Immediately upon receipt by any Credit Party of proceeds of any asset disposition (iii)excluding proceeds of asset dispositions permitted by Section 6.8(a), as applicableand proceeds from the condemnation, casualty or other disposition of any Store Lease or any fee-owned Real Property Asset other than those fee-owned Real Property Assets on which Agent, for application its benefit and the benefit of Lenders, has been granted a first-priority Lien, to the Revolving extent such proceeds are required to be paid to the lenders under the Kimco DIP Credit Loans and Term Loans as provided in §3.4, together with any additional amounts payable Agreement pursuant to §4.7, and deposit in the Collateral Account and pledge to Agent cash in Section 1.3(b)(i) thereof) or any additional amount necessary to secure the Outstanding Letter sale of Credit Liabilities, except that the amount Stock of any Swing Credit Party or any Subsidiary of any Credit Party, Borrower shall (and, in addition, each Credit Party shall) prepay the Loans shall be paid solely in an amount equal to the Swing Loan Lender. Without limiting the foregoingall such proceeds, if at any time net of (WA) the Dollar Equivalent of the outstanding principal amount of all Alternative Currency Loans shall exceed the Non-U.S. Dollar Sublimitcommissions and other reasonable and customary transaction costs, fees and expenses properly attributable to such transaction and payable by Borrower or such Credit Party in connection therewith (X) the Dollar Equivalent of the outstanding principal amount of all Revolving Credit Loans denominated in Swiss Francs shall exceed the Swiss Francs Sublimit, (Y) the Dollar Equivalent of the outstanding principal amount of all Revolving Credit Loans denominated in Norwegian Krone shall exceed the Norwegian Krone Sublimit, or (Z) the Dollar Equivalent of the outstanding principal amount of all Revolving Credit Loans denominated in Swedish Krona shall exceed the Swedish Krona Sublimit, then, in each case, the Borrower shallpaid to non-Affiliates), within five (5B) Business Days transfer taxes, (C) amounts payable to holders of such occurrence pay the amount of such excess senior Liens (to the Agent extent such Liens constitute Permitted Encumbrances hereunder), if any, and (D) an appropriate reserve for the respective accounts of the Revolving Credit Lenders for application to the Revolving Credit Loans denominated income taxes in the applicable Alternative Currencies, together accordance with any additional amounts payable pursuant to §4.7GAAP in connection therewith. Any such prepayment shall be applied in accordance with Section 1.3(c). (biii) For purposes If Parent or Borrower issues Stock, no later than the Business Day following the date of determining compliance with §3.2(a) and the covenants set forth in §9, the Outstanding amount receipt of the Revolving Credit proceeds thereof, Borrower shall (and, in addition, Parent shall) prepay the Loans in an amount equal to all such proceeds, net of underwriting discounts and the Letters of Credit Liabilities which are denominated commissions and other reasonable costs paid to non-Affiliates in Alternative Currencies connection therewith. Any such prepayment shall be re-determined on the Revaluation Date occurring on the last calendar day of each calendar month prior to the Revolving Credit Maturity Date based on the Dollar Equivalent of the aggregate outstanding principal amount of such Revolving Credit Loans and Letter of Credit Liabilities (determined as of such day prior to 11:00 a.m. Cleveland, Ohio time). If, as a result of such re-determination, a prepayment of such Revolving Credit Loans shall be required under §3.2(a), the Agent shall promptly notify the Lenders and the Borrower thereof and Borrower shall within five (5) Business Days of receiving such notice from Agent make a prepayment of such Revolving Credit Loans to the extent required under §3.2(aapplied in accordance with Section 1.3(c).

Mandatory Prepayments. (ai) If at any time time, (iA) other than as a result of fluctuations in currency exchange rates, the sum of the aggregate outstanding principal amount Dollar Amount of all of the Revolving Credit LoansExposures (calculated, with respect to those Borrowings denominated in Foreign Currencies, as of the Swing Loans and the Letter of Credit Liabilities most recent Computation Date with respect to each such Borrowing) exceeds the Total Aggregate Revolving Credit CommitmentCommitment or (B) solely as a result of fluctuations in currency exchange rates, (ii) the sum of the aggregate principal Dollar Amount of all of the outstanding Revolving Credit Exposures (as so calculated as of the most recent Computation Date with respect to such Borrowing) exceeds 105% of the Aggregate Revolving Commitment, the Borrowers shall within one (1) Business Day after demand repay Borrowings and, if no Borrowings are then outstanding, cash collateralize LC Exposure in an account with the Administrative Agent pursuant to Section 2.06(j), in an aggregate principal amount sufficient to cause the aggregate Dollar Amount of all Revolving Credit Exposures (so calculated) to be less than or equal to the Aggregate Revolving Commitment. (ii) In the event the Company or any Subsidiary receives any Net Proceeds from an Asset Sale (other than an Asset Sale of the Revolving Credit Loanstype permitted by Section 6.10(a), the Term Loans, the Swing Loans and the Letter of Credit Liabilities exceeds the Total Commitment; provided that, for purposes of this §3.2(a)(ii(b) or (c)), the Revaluation Date for purposes Borrowers shall make a mandatory prepayment of determining the Dollar Equivalent Loans, within five (5) Business Days after the Company’s or any Subsidiary’s receipt of such Net Proceeds, in an aggregate amount equal to 100% of such Net Proceeds. Notwithstanding the foregoing, Net Proceeds of any amount of Term Loans, or of such Asset Sales with respect to which the portion of Company shall have given the Total Commitment consisting of Term Loan Commitments, shall be deemed to be the Revaluation Date determined upon the incurrence of such Term Loans or Term Loan Commitments, as the case may be, pursuant to clause (a) of the definition of Revaluation Date, or (iii) the sum of (A) the aggregate outstanding principal amount of the Revolving Credit Loans, the Term Loans, the Swing Loans and the Letter of Credit Liabilities, and (B) the aggregate amount of all other Unsecured Indebtedness of REIT and its Subsidiaries causes a violation of the covenants set forth in §§9.3 or 9.4, then the Borrower shallAdministrative Agent written notice, within five (5) Business Days of such occurrence pay the amount receipt of such excess Net Proceeds, of its intention to replace the Agent for property subject to any such Asset Sale or invest such Net Proceeds in the respective accounts purchase of assets (other than securities, unless those securities represent Equity Interests in an entity that becomes a Subsidiary Guarantor) to be used by one or more of the Revolving Credit Lenders Company or its Subsidiaries in their businesses within three hundred and fifty (350) days following such Asset Sale (or, in the case of an Asset Sale (other than an Asset Sale of the type permitted by Section 6.10(a), (b) or (c)) in excess of 20% of the Consolidated Total Assets Basket in aggregate amount during any twelve- month period, within one hundred and eighty (180) days following such Asset Sale with respect to such portion in excess of 20% of the Consolidated Total Assets Basket), shall not be subject to the provisions of the first sentence of this Section 2.11(b)(ii) unless and to the extent that such applicable period shall have expired without such Net Proceeds being used for such replacement or investment. (iii) Each mandatory prepayment required by clause (ib)(ii) of this Section 2.11 shall be referred to in this clause (iii) as a “Designated Prepayment.” Designated Prepayments shall be applied first, to repay any installments of any Incremental Term Loans then outstanding (allocated ratably between or among multiple tranches of Incremental Term Loans (and applied more specifically as set forth in any Incremental Term Loan Amendment)) or all , second, upon repayment in full of any such Incremental Term Loans, the Aggregate Revolving Commitments shall be permanently reduced ratably among the Lenders (in the case of clauses (ii) and (iii)), as applicable, for application to the Revolving Credit Loans and Term Loans as provided in §3.4, together with any additional amounts payable pursuant to §4.7, and deposit in the Collateral Account and pledge to Agent cash in any additional amount necessary to secure the Outstanding Letter of Credit Liabilities, except that the amount of any Swing such Designated Prepayment effective as of the time of any such Designated Prepayment (whether or not Revolving Loans are outstanding in such amount), and to repay with proceeds of such Designated Prepayment first any Revolving Loans and thereafter Swingline Loans then outstanding prior to effecting any such reduction of the Aggregate Revolving Commitments. Designated Prepayments of Loans shall first be paid solely applied to ABR Loans and to any Eurocurrency Loans maturing on such date and then to subsequently maturing Eurocurrency Loans in order of maturity. Each prepayment of a Borrowing shall be applied ratably to the Swing Loan Lender. Without limiting the foregoing, if at any time (W) the Dollar Equivalent of the outstanding principal amount of all Alternative Currency Loans shall exceed the Non-U.S. Dollar Sublimit, (X) the Dollar Equivalent of the outstanding principal amount of all Revolving Credit Loans denominated in Swiss Francs shall exceed the Swiss Francs Sublimit, (Y) the Dollar Equivalent of the outstanding principal amount of all Revolving Credit Loans denominated in Norwegian Krone shall exceed the Norwegian Krone Sublimit, or (Z) the Dollar Equivalent of the outstanding principal amount of all Revolving Credit Loans denominated in Swedish Krona shall exceed the Swedish Krona Sublimit, then, in each case, the Borrower shall, within five (5) Business Days of such occurrence pay the amount of such excess to the Agent for the respective accounts of the Revolving Credit Lenders for application to the Revolving Credit Loans denominated included in the applicable Alternative Currencies, together with any additional amounts payable pursuant to §4.7. (b) For purposes of determining compliance with §3.2(a) and the covenants set forth in §9, the Outstanding amount of the Revolving Credit Loans and the Letters of Credit Liabilities which are denominated in Alternative Currencies prepaid Borrowing. All mandatory prepayment hereunder shall be re-determined on the Revaluation Date occurring on the last calendar day of each calendar month prior to the Revolving Credit Maturity Date based on the Dollar Equivalent of the aggregate outstanding principal amount of such Revolving Credit Loans and Letter of Credit Liabilities accompanied by (determined as of such day prior to 11:00 a.m. Cleveland, Ohio time). If, as a result of such re-determination, a prepayment of such Revolving Credit Loans shall be required under §3.2(a), the Agent shall promptly notify the Lenders and the Borrower thereof and Borrower shall within five (5x) Business Days of receiving such notice from Agent make a prepayment of such Revolving Credit Loans accrued interest to the extent required under §3.2(a)by Section 2.13 and (y) break fund payments pursuant to Section 2.16.

Mandatory Prepayments. (ai) If at any time (i) the sum outstanding balance of the aggregate outstanding principal amount of the Revolving Credit Loans, the Swing Loans and the Letter of Credit Liabilities Loan exceeds the Total Revolving Credit Commitment, (ii) the sum of the aggregate outstanding principal amount of the Revolving Credit Loans, the Term Loans, the Swing Loans and the Letter of Credit Liabilities exceeds the Total Commitment; provided that, for purposes of this §3.2(a)(ii), the Revaluation Date for purposes of determining the Dollar Equivalent of any amount of Term Loans, or of the portion of the Total Commitment consisting of Term Loan Commitments, shall be deemed to be the Revaluation Date determined upon the incurrence of such Term Loans or Term Loan Commitments, as the case may be, pursuant to clause (a) of the definition of Revaluation Date, or (iii) the sum lesser of (A) the aggregate outstanding principal amount of the Revolving Credit Loans, the Term Loans, the Swing Loans and the Letter of Credit Liabilities, Maximum Amount and (B) the Aggregate Borrowing Base, in each case less the aggregate amount of all other Unsecured Indebtedness of REIT and its Subsidiaries causes a violation outstanding Swing Line Loan at such time, then 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 covenants aggregate outstanding Revolving Credit Advances, Borrowers shall provide cash collateral for the Letter of Credit Obligations in the manner set forth in §§9.3 or 9.4ANNEX 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 the such Borrower shall, within five (5) Business Days of such occurrence pay 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 foregoing, any Overadvance made pursuant to SECTION 1.1(a)(iii) shall be repaid only on demand. (ii) Immediately upon receipt by any Credit Party of any cash proceeds of any asset disposition (excluding, so long as no Default or Event of Default has occurred and is continuing, proceeds of asset dispositions permitted by SECTION 6.8(a)) or any sale of Stock of any Subsidiary of any Credit Party, Borrowers shall repay the Loans, in each case in an amount equal to all such proceeds, net of (A) commissions and other reasonable and customary transaction costs, fees and expenses properly attributable to such transaction and payable by Borrowers in connection therewith (in each case, paid to non-Affiliates), (B) transfer taxes, (C) amounts payable to holders of senior Liens (to the Agent extent such Liens constitute Permitted Encumbrances hereunder), if any, and (D) an appropriate reserve for income taxes in accordance with GAAP in connection therewith. Any such prepayment shall be applied in accordance with SECTION 1.3(c). (iii) If Holdings or any Borrower issues Stock or debt securities, then no later than the respective accounts Business Day following the date of the Revolving Credit Lenders receipt of any cash proceeds thereof, all Borrowers (in the case of clause (i)an issuance by Holdings) or the issuing Borrower shall repay the Loans in an amount equal to all such proceeds, net of the Lenders (underwriting discounts and commissions and other reasonable costs paid to non-Affiliates in the case of clauses (ii) and (iii)), as applicable, for application to the Revolving Credit Loans and Term Loans as provided in §3.4, together with any additional amounts payable pursuant to §4.7, and deposit in the Collateral Account and pledge to Agent cash in any additional amount necessary to secure the Outstanding Letter of Credit Liabilities, except that the amount of any Swing Loans connection therewith. Any such prepayment shall be paid solely to the Swing Loan Lender. Without limiting the foregoing, if at any time (W) the Dollar Equivalent of the outstanding principal amount of all Alternative Currency Loans shall exceed the Non-U.S. Dollar Sublimit, (X) the Dollar Equivalent of the outstanding principal amount of all Revolving Credit Loans denominated applied in Swiss Francs shall exceed the Swiss Francs Sublimit, (Y) the Dollar Equivalent of the outstanding principal amount of all Revolving Credit Loans denominated in Norwegian Krone shall exceed the Norwegian Krone Sublimit, or (Z) the Dollar Equivalent of the outstanding principal amount of all Revolving Credit Loans denominated in Swedish Krona shall exceed the Swedish Krona Sublimit, then, in each case, the Borrower shall, within five (5) Business Days of such occurrence pay the amount of such excess to the Agent for the respective accounts of the Revolving Credit Lenders for application to the Revolving Credit Loans denominated in the applicable Alternative Currencies, together accordance with any additional amounts payable pursuant to §4.7. (b) For purposes of determining compliance with §3.2(a) and the covenants set forth in §9, the Outstanding amount of the Revolving Credit Loans and the Letters of Credit Liabilities which are denominated in Alternative Currencies shall be re-determined on the Revaluation Date occurring on the last calendar day of each calendar month prior to the Revolving Credit Maturity Date based on the Dollar Equivalent of the aggregate outstanding principal amount of such Revolving Credit Loans and Letter of Credit Liabilities (determined as of such day prior to 11:00 a.m. Cleveland, Ohio time). If, as a result of such re-determination, a prepayment of such Revolving Credit Loans shall be required under §3.2(a), the Agent shall promptly notify the Lenders and the Borrower thereof and Borrower shall within five (5) Business Days of receiving such notice from Agent make a prepayment of such Revolving Credit Loans to the extent required under §3.2(aSECTION 1.3(c).

Mandatory Prepayments. (ai) If at any time (i) the sum of the aggregate outstanding principal amount balance of the Revolving Credit Loans, Loan (net of any cash held by Lender in the Swing Loans and the Letter of Credit Liabilities Cash Collateral Account at such time) exceeds the Total Revolving Credit Commitment, (ii) the sum of the aggregate outstanding principal amount of the Revolving Credit Loans, the Term Loans, the Swing Loans and the Letter of Credit Liabilities exceeds the Total Commitment; provided that, for purposes of this §3.2(a)(ii), the Revaluation Date for purposes of determining the Dollar Equivalent of any amount of Term Loans, or of the portion of the Total Commitment consisting of Term Loan Commitments, shall be deemed to be the Revaluation Date determined upon the incurrence of such Term Loans or Term Loan Commitments, as the case may be, pursuant to clause (a) of the definition of Revaluation Date, or (iii) the sum lesser of (A) the aggregate outstanding principal amount of the Revolving Credit Loans, the Term Loans, the Swing Loans and the Letter of Credit Liabilities, Loan Commitment and (B) the Borrowing Base, then Borrowers shall immediately repay the aggregate amount of all other Unsecured Indebtedness of REIT and its Subsidiaries causes a violation outstanding Revolving Credit Advances to the extent required to eliminate such excess. If any such excess remains after repayment in full of the covenants aggregate outstanding Revolving Credit Advances, Borrowers shall provide cash collateral for the Letter of Credit Obligations in the manner set forth in §§9.3 or 9.4, then the Borrower shall, within five (5) Business Days of such occurrence pay the amount of such excess Annex B to the Agent for the respective accounts extent required to eliminate such excess. (ii) Immediately upon receipt by any Borrower of the Revolving Credit Lenders proceeds of any asset disposition (in the case excluding proceeds of clause (iasset dispositions permitted by Section 6.8(a)) or all any sale of the Lenders Stock of any Subsidiary of any Borrower (in each case excluding proceeds from the case of clauses (ii) and (iii)Mill Sales), as applicable, for application to Borrowers shall prepay the Revolving Credit Loans Loan in an amount equal to all such proceeds, net of (A) commissions and Term Loans as provided other reasonable and customary transaction costs, fees and expenses properly attributable to such transaction and payable by Borrowers in §3.4, together with any additional amounts payable pursuant to §4.7, and deposit in the Collateral Account and pledge to Agent cash in any additional amount necessary to secure the Outstanding Letter of Credit Liabilities, except that the amount of any Swing Loans shall be paid solely to the Swing Loan Lender. Without limiting the foregoing, if at any time connection therewith (W) the Dollar Equivalent of the outstanding principal amount of all Alternative Currency Loans shall exceed the Non-U.S. Dollar Sublimit, (X) the Dollar Equivalent of the outstanding principal amount of all Revolving Credit Loans denominated in Swiss Francs shall exceed the Swiss Francs Sublimit, (Y) the Dollar Equivalent of the outstanding principal amount of all Revolving Credit Loans denominated in Norwegian Krone shall exceed the Norwegian Krone Sublimit, or (Z) the Dollar Equivalent of the outstanding principal amount of all Revolving Credit Loans denominated in Swedish Krona shall exceed the Swedish Krona Sublimit, then, in each case, the Borrower shallpaid to non-Affiliates), within five (5B) Business Days of such occurrence pay the amount of such excess to the Agent for the respective accounts of the Revolving Credit Lenders for application to the Revolving Credit Loans denominated in the applicable Alternative Currenciestransfer taxes, together with any additional (C) amounts payable pursuant to §4.7. holders of senior Liens (b) For purposes of determining compliance with §3.2(a) and the covenants set forth in §9, the Outstanding amount of the Revolving Credit Loans and the Letters of Credit Liabilities which are denominated in Alternative Currencies shall be re-determined on the Revaluation Date occurring on the last calendar day of each calendar month prior to the Revolving Credit Maturity Date based on the Dollar Equivalent of the aggregate outstanding principal amount of such Revolving Credit Loans and Letter of Credit Liabilities (determined as of such day prior to 11:00 a.m. Cleveland, Ohio time). If, as a result of such re-determination, a prepayment of such Revolving Credit Loans shall be required under §3.2(a), the Agent shall promptly notify the Lenders and the Borrower thereof and Borrower shall within five (5) Business Days of receiving such notice from Agent make a prepayment of such Revolving Credit Loans to the extent required under §3.2(asuch Liens constitute Permitted Encumbrances hereunder), if any, and (D) an appropriate reserve for income taxes in accordance with GAAP in connection therewith. Any such prepayment shall be applied in accordance with Section 1.3(c).

Mandatory Prepayments. (a) If at any time (i) Within forty-five (45) days (or, in the sum case of the aggregate outstanding principal amount of the Revolving Credit Loans, the Swing Loans and the Letter of Credit Liabilities exceeds the Total Revolving Credit Commitment, (ii) the sum of the aggregate outstanding principal amount of the Revolving Credit Loans, the Term Loans, the Swing Loans and the Letter of Credit Liabilities exceeds the Total Commitment; provided that, for purposes of this §3.2(a)(ii), the Revaluation Date for purposes of determining the Dollar Equivalent of any amount of Term Loans, or of the portion of the Total Commitment consisting a reduction of Term Loan Commitments, shall be deemed to be the Revaluation Date determined upon the incurrence of such Term Loans or Term Loan Commitments, as the case may be, pursuant to clause (a) of the definition of Revaluation Date, or (iii) the sum of (A) the aggregate outstanding principal amount of the Revolving Credit Loans, the Term Loans, the Swing Loans and the Letter of Credit Liabilities, and (B) the aggregate amount of all other Unsecured Indebtedness of REIT and its Subsidiaries causes a violation of the covenants set forth in §§9.3 or 9.4, then the Borrower shall, within five (5) Business Days Days) of the receipt by the Borrower or any of its Wholly-owned Subsidiaries of any Net Debt Proceeds from the incurrence of any Indebtedness pursuant to clause (a) the definition thereof by the Borrower or any of its Wholly-owned Subsidiaries (other than Excluded Debt), the Borrower shall prepay any outstanding Term Loans or reduce any outstanding Term Loan Commitments in an amount equal to one hundred percent (100%) of such occurrence pay Net Debt Proceeds, to be applied as set forth in Section 2.9. Nothing in this Section 2.8(c)(i) shall be construed to permit or waive any Default or Event of Default arising from any incurrence of Indebtedness not permitted under the amount terms of such excess to the Agent for the respective accounts of the Revolving Credit Lenders (this Agreement unless resulting in the case of clause (i)) or all of the Lenders (a payment in the case of clauses full. (ii) and [Reserved]. (iii))) [Reserved]. (iv) [Reserved]. (v) [Reserved]. (vi) [Reserved]. (vii) [Reserved]. (viii) Unless the Borrower otherwise directs, as applicable, for application to the Revolving Credit Loans and prepayments of Term Loans as provided under this Section 2.8(c) shall be applied first to Borrowings of Base Rate Loans until payment in §3.4, full thereof with any balance applied to Borrowings of Term Benchmark Loans in the order in which their Interest Periods expire. Each prepayment of Loans under this Section 2.8(c) shall be made by the payment of the principal amount to be prepaid together with any additional amounts payable pursuant to §4.7, and deposit in the Collateral Account and pledge to Agent cash in any additional amount necessary to secure the Outstanding Letter of Credit Liabilities, except that the amount of any Swing Loans shall be paid solely to the Swing Loan Lender. Without limiting the foregoing, if at any time (W) the Dollar Equivalent of the outstanding principal amount of all Alternative Currency Loans shall exceed the Non-U.S. Dollar Sublimit, (X) the Dollar Equivalent of the outstanding principal amount of all Revolving Credit Loans denominated in Swiss Francs shall exceed the Swiss Francs Sublimit, (Y) the Dollar Equivalent of the outstanding principal amount of all Revolving Credit Loans denominated in Norwegian Krone shall exceed the Norwegian Krone Sublimit, or (Z) the Dollar Equivalent of the outstanding principal amount of all Revolving Credit Loans denominated in Swedish Krona shall exceed the Swedish Krona Sublimit, then, in each case, the Borrower shall, within five (5) Business Days of such occurrence pay the amount of such excess to the Agent for the respective accounts of the Revolving Credit Lenders for application to the Revolving Credit Loans denominated in the applicable Alternative Currencies, together with any additional amounts payable pursuant to §4.7. (b) For purposes of determining compliance with §3.2(a) and the covenants set forth in §9, the Outstanding amount of the Revolving Credit Loans and the Letters of Credit Liabilities which are denominated in Alternative Currencies shall be re-determined on the Revaluation Date occurring on the last calendar day of each calendar month prior to the Revolving Credit Maturity Date based on the Dollar Equivalent of the aggregate outstanding principal amount of such Revolving Credit Loans and Letter of Credit Liabilities (determined as of such day prior to 11:00 a.m. Cleveland, Ohio time). If, as a result of such re-determination, a prepayment of such Revolving Credit Loans shall be required under §3.2(a), the Agent shall promptly notify due the Lenders and the Borrower thereof and Borrower shall within five (5) Business Days of receiving such notice from Agent make a prepayment of such Revolving Credit Loans to the extent required under §3.2(a)Section 8.1.

Mandatory Prepayments. (a) If at any time (i) The Issuer shall, within two Business Days after the sum date of receipt of Net Cash Proceeds in excess of $5,000,000 in the aggregate outstanding in any fiscal year by any Obligor from (A) the sale, lease, transfer or other disposition of any assets of any Obligor or any Subsidiary of an Obligor (other than leases in the ordinary course of business or any sale, lease, transfer or other disposition of assets pursuant to clause (i), (ii), (iii), (v), (vi), (vii) or (ix) of Section 5.02(e)) prepay an aggregate principal amount of the Revolving Credit Loans, the Swing Loans and the Letter of Credit Liabilities exceeds the Total Revolving Credit Commitment, (ii) the sum Notes equal to 100% of the amount of such Net Cash Proceeds; provided, that no portion of the Net Cash Proceeds retained by the Obligors pursuant to this subsection (i) shall be used by any Obligor in connection with any merger with any Person or acquisition of assets of any Person (other than assets acquired in the ordinary course of such Obligors’ business); and (B) any Extraordinary Receipt received by, or paid to, or for the account of, any Obligor or any Subsidiary of an Obligor and not otherwise included in clause (A) above, prepay an aggregate outstanding principal amount of the Revolving Credit Loans, Notes in an amount equal to 100% of the Term Loans, the Swing Loans and the Letter of Credit Liabilities exceeds the Total Commitment; provided that, for purposes of this §3.2(a)(ii), the Revaluation Date for purposes of determining the Dollar Equivalent of any amount of Term Loanssuch Net Cash Proceeds. (ii) The Issuer shall, or within two Business Days after the date of receipt thereof, prepay the Notes in an amount equal to 100% of the portion proceeds, if any, received from an Obligor’s issuance of the Total Commitment consisting of Term Loan CommitmentsDebt, shall be deemed other than Debt permitted to be the Revaluation Date determined upon the incurrence of such Term Loans or Term Loan Commitments, as the case may be, Incurred under this Agreement that is Incurred pursuant to clause (a) of the definition of Revaluation Date, or (iii) the sum terms of (A) the aggregate outstanding principal amount of the Revolving Credit LoansNote Purchase Documents, the Term Loans, the Swing Loans and the Letter of Credit Liabilities, and (B) the aggregate Second Lien Documents, or (C) the New Third Lien Documents. All mandatory prepayments under this Section 2.09 shall be made together with accrued interest to the date of such prepayment on the principal amount of all other Unsecured Indebtedness of REIT and its Subsidiaries causes a violation of prepaid, shall include the covenants Prepayment Fee set forth in §§9.3 or 9.4, then the Borrower shall, within five (5) Business Days of such occurrence pay the amount of such excess to the Agent Section 2.10 for the respective accounts of the Revolving Credit Lenders (in the case of clause (i)) or all of the Lenders (in the case of clauses (ii) and (iii)), as applicable, for application to the Revolving Credit Loans and Term Loans as provided in §3.4, together with any additional amounts payable pursuant to §4.7applicable period, and deposit in the Collateral Account and pledge to Agent cash in any additional amount necessary to secure the Outstanding Letter of Credit Liabilities, except that the amount of any Swing Loans shall be paid solely applied to the Swing Loan Lender. Without limiting the foregoing, if at any time (W) the Dollar Equivalent of the outstanding principal amount of all Alternative Currency Loans shall exceed the Non-U.S. Dollar Sublimit, (X) the Dollar Equivalent of the outstanding principal amount of all Revolving Credit Loans denominated each Note Purchaser in Swiss Francs shall exceed the Swiss Francs Sublimit, (Y) the Dollar Equivalent of the outstanding principal amount of all Revolving Credit Loans denominated in Norwegian Krone shall exceed the Norwegian Krone Sublimit, or (Z) the Dollar Equivalent of the outstanding principal amount of all Revolving Credit Loans denominated in Swedish Krona shall exceed the Swedish Krona Sublimit, then, in each case, the Borrower shall, within five (5) Business Days of such occurrence pay the amount of such excess to the Agent for the respective accounts of the Revolving Credit Lenders for application to the Revolving Credit Loans denominated in the applicable Alternative Currencies, together accordance with any additional amounts payable pursuant to §4.7Section 9.01. (b) For purposes of determining compliance with §3.2(a) and the covenants set forth in §9, the Outstanding amount of the Revolving Credit Loans and the Letters of Credit Liabilities which are denominated in Alternative Currencies shall be re-determined on the Revaluation Date occurring on the last calendar day of each calendar month prior to the Revolving Credit Maturity Date based on the Dollar Equivalent of the aggregate outstanding principal amount of such Revolving Credit Loans and Letter of Credit Liabilities (determined as of such day prior to 11:00 a.m. Cleveland, Ohio time). If, as a result of such re-determination, a prepayment of such Revolving Credit Loans shall be required under §3.2(a), the Agent shall promptly notify the Lenders and the Borrower thereof and Borrower shall within five (5) Business Days of receiving such notice from Agent make a prepayment of such Revolving Credit Loans to the extent required under §3.2(a).

Mandatory Prepayments. (a) If at any time (i) Subject to the sum payment of the Make-Whole Amount, if on any date the Borrower or any Subsidiary thereof shall receive any cash proceeds from any Extraordinary Receipts in an amount equal to or exceeding $250,000 in the aggregate outstanding principal amount of since the Revolving Credit LoansClosing Date, the Swing Loans and the Letter of Credit Liabilities exceeds the Total Revolving Credit Commitment, (ii) the sum of the aggregate outstanding principal amount of the Revolving Credit Loans, the Term Loans, the Swing Loans and the Letter of Credit Liabilities exceeds the Total Commitment; provided that, for purposes of this §3.2(a)(ii), the Revaluation Date for purposes of determining the Dollar Equivalent of any amount of Term Loans, or of the portion of the Total Commitment consisting of Term Loan Commitments, shall be deemed to be the Revaluation Date determined upon the incurrence of such Term Loans or Term Loan Commitments, as the case may be, pursuant to clause (a) of the definition of Revaluation Date, or (iii) the sum of (A) the aggregate outstanding principal amount of the Revolving Credit Loans, the Term Loans, the Swing Loans and the Letter of Credit Liabilities, and (B) the aggregate amount of all other Unsecured Indebtedness of REIT Borrower and its Subsidiaries causes a violation shall, at the option of the covenants set forth Lender in §§9.3 or 9.4accordance with Section 2.6(g), then prepay the Borrower shall, Term Loan within five (5) Business Days of such occurrence pay receipt by the Borrower or such Subsidiary of such cash proceeds, in an amount equal to one hundred percent (100%) of the cash proceeds of such Extraordinary Receipt, in each case, to be applied as set forth in Section 2.6(g). (b) Subject to the payment of the Make-Whole Amount, if any Indebtedness shall be incurred by the Borrower or any Subsidiary thereof (excluding any Indebtedness incurred in accordance with Section 7.1), at the option of the Lender in accordance with Section 2.6(g), an amount equal to 100% of the Net Cash Proceeds thereof shall be applied on the date of incurrence or receipt toward the prepayment of the Term Loan as set forth in Section 2.6(g). (c) Subject to the payment of the Make-Whole Amount, if on any date the Borrower or any Subsidiary thereof shall receive Net Cash Proceeds in an amount equal to or exceeding (i) $250,000 in any single transaction or series of related transactions or (ii) $250,000 in the aggregate for all transactions during the term of this Agreement from any Asset Sale or Recovery Event then the Borrower or such Subsidiary shall, at the option of the Lender in accordance with Section 2.6(g), prepay, or cause to be prepaid, the Term Loan, on or prior to the date which is five (5) Business Days after the date of the realization or receipt by the Borrower or such Subsidiary of such Net Cash Proceeds, in an amount equal to one hundred percent (100%) of such Net Cash Proceeds, in each case, to be applied as set forth in Section 2.6(g). (d) If the Borrower or its Subsidiaries receive payment of accounts receivable on or after January 1, 2026, the Borrower or such Subsidiary shall, at the option of the Lender in accordance with Section 2.6(g), prepay, or cause to be prepaid the Term Loan, on a monthly basis, no later than five (5) Business Days after the end of each month (provided that such date for payment is prior to the Maturity Date), in an amount equal to fifteen percent (15.0%) of the aggregate amount of payments of accounts receivable actually received during such excess prior month, net of any cost of collection incurred not in the ordinary course of business. For avoidance of doubt, neither the Make-Whole Amount nor the Prepayment Premium is due or payable on any prepayment under this Section 2.6(d). (e) Subject to the Agent for the respective accounts payment of the Revolving Credit Lenders (Make-Whole Amount and the Prepayment Premium, in the case event that a Change of clause (iControl shall occur, the Borrower or such Subsidiary shall, at the option of the Lender in accordance with Section 2.6(g)) , prepay, or cause to be prepaid, all of the Lenders outstanding Term Loan, on or prior to the date which is two (2) Business Days after the date of such Change of Control. (f) Notwithstanding any provision of this Agreement to the contrary, in connection with (i) any voluntary prepayment of the case of clauses Term Loan pursuant to Section 2.5, (ii) and any mandatory prepayment of the Term Loan pursuant to Section 2.6(a), Section 2.6(b), Section 2.6(c) or Section 2.6(e) or (iii)), as applicable, for application to the Revolving Credit Loans and Term Loans as provided in §3.4, together with ) any additional amounts payable pursuant to §4.7, and deposit in the Collateral Account and pledge to Agent cash in any additional amount necessary to secure the Outstanding Letter of Credit Liabilities, except that the amount of any Swing Loans shall be paid solely to the Swing Loan Lender. Without limiting the foregoing, if at any time (W) the Dollar Equivalent payment of the outstanding principal amount Term Loan after the occurrence and during the continuance of all Alternative Currency Loans shall exceed the Non-U.S. Dollar Sublimit, (X) the Dollar Equivalent an Event of Default or after acceleration of the outstanding principal amount of all Revolving Credit Loans denominated in Swiss Francs shall exceed the Swiss Francs Sublimit, (Y) the Dollar Equivalent of the outstanding principal amount of all Revolving Credit Loans denominated in Norwegian Krone shall exceed the Norwegian Krone Sublimit, or (Z) the Dollar Equivalent of the outstanding principal amount of all Revolving Credit Loans denominated in Swedish Krona shall exceed the Swedish Krona Sublimit, thenObligations, in each case, the Borrower shallshall pay to the Lender the Make-Whole Amount, within five as the case may be, plus accrued and unpaid interest (5including, for the avoidance of doubt, accrued interest that has not yet been paid or capitalized) on the principal amount of the Term Loan being prepaid to the date of such prepayment. Furthermore, notwithstanding any provision of this Agreement to the contrary, in connection with any mandatory prepayment of the Term Loan pursuant to Section 2.6(e), the Borrower shall also pay to the Lender the Prepayment Premium. (g) Amounts to be applied in connection with prepayments made pursuant to this Section 2.6 not constituting Declined Proceeds shall be applied to the Term Loan in accordance with Section 2.11(d). Each prepayment of the Term Loan under this Section 2.6 shall be accompanied by accrued and unpaid interest to the date of such prepayment on the amount prepaid. The Borrower shall deliver to the Lender by 12:00 P.M., New York City time, not less than three (3) Business Days prior to the date such prepayment shall be made (each, a “Prepayment Date”) (i) a written notice of each prepayment of the Term Loan in whole or in part pursuant to this Section 2.6, which such notice shall set forth (1) the Prepayment Date, (2) the aggregate amount of such occurrence pay prepayment and (3) the applicable clause under this Section 2.6 that such prepayment relates to, and (ii) a certificate signed by a Responsible Officer setting forth in reasonable detail the calculation of the amount of such excess prepayment or reduction. The Lender may decline to accept all (or any portion) of any prepayment under this Section 2.6 (any such declined amounts, “Declined Proceeds”) by providing written notice to the Agent for Borrower that the respective accounts of the Revolving Credit Lenders for application to the Revolving Credit Loans denominated in the applicable Alternative Currencies, together with Lender has declined any additional amounts payable pursuant to §4.7. (b) For purposes of determining compliance with §3.2(a) prepayment under this Section 2.6 and the covenants set forth in §9, the Outstanding amount of the Revolving Credit Loans and the Letters of Credit Liabilities which are denominated in Alternative Currencies Declined Proceeds. Any Declined Proceeds shall be re-determined on retained by the Revaluation Date occurring on Borrower in a Control Account (as defined in the last calendar day of each calendar month prior Guarantee and Collateral Agreement) subject to the Revolving Credit Maturity Date based on the Dollar Equivalent a Control Agreement in favor of the aggregate outstanding principal amount Lender until used to acquire, maintain, develop, construct, improve, upgrade or repair assets useful in the business of such Revolving Credit Loans and Letter the Borrower or the other Loan Parties. For the avoidance of Credit Liabilities (determined as of such day prior to 11:00 a.m. Clevelanddoubt, Ohio time). If, as a result of such reno Prepayment Premium or Make-determination, a prepayment of such Revolving Credit Loans Whole Amount shall be required payable in the event the Lender has declined any prepayment under §3.2(a), the Agent shall promptly notify the Lenders and the Borrower thereof and Borrower shall within five (5) Business Days of receiving this Section 2.6 solely in connection with such notice from Agent make a prepayment of such Revolving Credit Loans to the extent required under §3.2(a)declined prepayment.

Mandatory Prepayments. (ai) If at any time the aggregate outstanding balance of the Revolving Loan exceeds the Maximum Amount (i) an “Overadvance”), Borrowers shall, within one Business Day of the sum earlier of Borrower’s knowledge of the existence of such Overadvance or notice from Agent of the existence of such Overadvance, 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 principal amount of the Revolving Credit LoansAdvances, the Swing Loans and Borrowers shall provide cash collateral for the Letter of Credit Liabilities exceeds Obligations in the Total Revolving Credit Commitment, manner set forth in Annex B to the extent required to eliminate such excess. (ii) the sum Within three Business Days of the aggregate outstanding principal amount receipt by any Credit Party of the Revolving Credit Loans, the Term Loans, the Swing Loans and the Letter of Credit Liabilities exceeds the Total Commitment; provided that, for purposes of this §3.2(a)(ii), the Revaluation Date for purposes of determining the Dollar Equivalent proceeds of any amount asset disposition, including the Sale of Term Loans, or Stock of the portion any of the Total Commitment consisting its Subsidiaries (excluding proceeds of Term Loan Commitments, shall be deemed to be the Revaluation Date determined upon the incurrence of such Term Loans or Term Loan Commitments, as the case may be, pursuant to clause asset dispositions permitted by clauses (a) or (c) of Section 6.8) in an aggregate amount exceeding $1,000,000 in any Fiscal Year, Borrowers shall prepay the definition Loans in an amount equal to all such proceeds, net of Revaluation Date(A) reasonable and customary commissions and other reasonable and customary transaction costs, fees and expenses properly attributable to such transaction and payable by Borrowers in connection therewith (in each case, paid to non-Affiliates), (B) transfer taxes, (C) amounts payable to holders of senior Liens (to the extent such Liens constitute Permitted Encumbrances hereunder), if any, and (D) an appropriate reserve for income taxes in accordance with GAAP in connection therewith. Any such prepayment shall be applied in accordance with Section 1.3(c). Each Credit Party shall distribute or contribute such proceeds of each such asset disposition to one or more Borrowers, as applicable, in order for the Borrowers to make such prepayment. (iii) If any Credit Party incurs Indebtedness (other than Indebtedness permitted by Section 6.3), no later than three Business Days following the sum date of receipt of the proceeds thereof, Borrowers 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. Any such prepayment shall be applied in accordance with Section 1.3(c). Each Credit Party shall distribute or contribute such proceeds of such Indebtedness to one or more Borrowers, as applicable, in order for the Borrowers to make such prepayment. (iv) Until the Termination Date, Borrowers shall prepay the Term Loan on the date that is ten (10) days after the earlier of (A) the aggregate outstanding principal amount of date on which Holdings’ annual audited Financial Statements for the Revolving Credit Loans, the Term Loans, the Swing Loans and the Letter of Credit Liabilities, and immediately preceding Fiscal Year are delivered pursuant to Annex E or (B) the aggregate date on which such annual audited Financial Statements were required to be delivered pursuant to Annex E, in an amount equal to fifty percent (50%) of all other Unsecured Indebtedness of REIT and its Subsidiaries causes a violation Excess Cash Flow for the immediately preceding Fiscal Year. Any prepayments from Excess Cash Flow paid pursuant to this clause (iv) shall be applied pro rata to the remaining installments of the covenants Term Loan. Each such prepayment shall be accompanied by a certificate substantially in the form of Exhibit 1.3(b)(iv) signed by Holdings’ chief financial officer certifying the manner in which Excess Cash Flow and the resulting prepayment were calculated. Notwithstanding anything to the contrary herein, after the occurrence and during the continuation of an Event of Default, Borrowers shall prepay the Obligations in the amounts and at the times required under this Section 1.3(b)(iv) and each such prepayment shall be applied as set forth in §§9.3 or 9.4, then the Borrower shall, within Section 1.3(c). (v) Within five (5) Business Days of such occurrence pay the amount of such excess to the Agent for the respective accounts receipt by any Credit Party of the proceeds of any auction rate securities owned by such Credit Party on the Closing Date, such Credit Party shall, in an amount equal to such proceeds, prepay the principal balance of any Revolving Credit Lenders Advances outstanding until the same has been paid in full. (in the case of clause (i)vi) or all of the Lenders (in the case of clauses (ii) and (iii)), as applicable, for application to the Revolving Credit Loans and Term Loans as provided in §3.4, together with any additional amounts payable pursuant to §4.7, and deposit in the Collateral Account and pledge to Agent cash in any additional amount necessary to secure the Outstanding Letter of Credit Liabilities, except that the amount of any Swing Loans shall be paid solely to the Swing Loan Lender. Without limiting the foregoing, if at any time (W) the Dollar Equivalent of the outstanding principal amount of all Alternative Currency Loans shall exceed the Non-U.S. Dollar Sublimit, (X) the Dollar Equivalent of the outstanding principal amount of all Revolving Credit Loans denominated in Swiss Francs shall exceed the Swiss Francs Sublimit, (Y) the Dollar Equivalent of the outstanding principal amount of all Revolving Credit Loans denominated in Norwegian Krone shall exceed the Norwegian Krone Sublimit, or (Z) the Dollar Equivalent of the outstanding principal amount of all Revolving Credit Loans denominated in Swedish Krona shall exceed the Swedish Krona Sublimit, then, in each case, the Borrower shall, within Within five (5) Business Days after the Merger Funding Date, Borrowers shall prepay the principal balance of any Revolving Credit Advances outstanding at such occurrence pay time in an amount equal to the amount of such excess to the Agent for the respective accounts of the any Revolving Credit Lenders for application to the Revolving Credit Loans denominated in the applicable Alternative Currencies, together with any additional amounts payable pursuant to §4.7. (b) For purposes of determining compliance with §3.2(a) and the covenants set forth in §9, the Outstanding amount of the Revolving Credit Loans and the Letters of Credit Liabilities which are denominated in Alternative Currencies shall be re-determined Advances made on the Revaluation Date occurring on the last calendar day of each calendar month prior to the Revolving Credit Maturity Date based on the Dollar Equivalent of the aggregate outstanding principal amount of such Revolving Credit Loans and Letter of Credit Liabilities (determined as of such day prior to 11:00 a.m. Cleveland, Ohio time). If, as a result of such re-determination, a prepayment of such Revolving Credit Loans shall be required under §3.2(a), the Agent shall promptly notify the Lenders and the Borrower thereof and Borrower shall within five (5) Business Days of receiving such notice from Agent make a prepayment of such Revolving Credit Loans to the extent required under §3.2(a)Closing Date.