Common use of Mandatory Prepayments Clause in Contracts

Mandatory Prepayments. (i) 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 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. (ii) If as of the most recent Revaluation Date and for any reason (including, without limitation, due to currency rate fluctuations) (A) the outstanding Letter of Credit Obligations exceed the Letter of Credit Limit or (B) the outstanding Alternative Currency Letter of Credit Obligations exceed the Alternative Currency Letter of Credit Sublimit, then the Borrowers shall, promptly upon the earlier of (x) any Responsible Officer of the Administrative Borrower obtaining knowledge thereof and (y) demand from the Administrative Agent, by payment to the Administrative Agent for the account of the applicable Issuing Banks and the Lenders, make a payment of cash collateral in an amount equal to such excess into a cash collateral account opened by the Administrative Agent, for the benefit of the applicable Issuing Banks and the Lenders. (iii) If at any time any Loan Party or any of its Subsidiaries shall receive Net Cash Proceeds from (A) any insurance or condemnation award payable by reason of theft, loss, physical destruction or damage, taking or similar event with respect to any Collateral or (B) the sale (or series of sales) or other disposition of Collateral or Material Trademarks, the Borrowers shall prepay Loans in an amount equal to one hundred percent (100%) of such Net Cash Proceeds, which Net Cash 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; provided that such prepayment shall only be required (x) during a Cash Dominion Period or (y) if, after giving effect to any event described in this clause (ii), a Cash Dominion Period (without giving effect to any Cash Dominion Grace Period) would be triggered.

Mandatory Prepayments. The Administrative Agent shall calculate the Dollar Equivalent Amount of all Loans and Letter of Credit Usage denominated in an Alternate Currency at the time of (a) each Borrowing or issuance of a Letter of Credit, (b) on the last Business Day of each month during each Interest Period longer than one month in duration, and (c) at such times as may be deemed necessary by the Administrative Agent in its sole discretion, if the outstanding Dollar Equivalent Amount of the Loans and Letter of Credit Usage for any Tranche equals or exceeds ninety-eight percent (98%) of the Tranche Commitment or the outstanding Dollar Equivalent Amount of the Loans and Letters of Credit Usage for all Tranches equals or exceeds the Facility Amount. If at any such time the Dollar Equivalent Amount for a Tranche or for all Tranches, as the case may be, of the sum of: (i) Except all outstanding Loans in respect of such Tranche or all Loans, as provided in Section 2.8, if at any time the Total Outstandings exceed the lesser of (i) the Borrowing Base case may be; and (ii) the Aggregate Commitment, the Borrowers shall repay promptly 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 Letter of Credit then outstandingUsage in respect of such Tranche or all Letter of Credit Usage, to a payment of cash collateral into a cash collateral account opened as the case may be; so determined by the Administrative Agent, for in the benefit of the Lenders. (ii) If as of the most recent Revaluation Date and for any reason (includingaggregate, without limitation, due to currency rate fluctuations) (A) the outstanding Letter of Credit Obligations exceed the Letter of Credit Limit or (B) the outstanding Alternative Currency Letter of Credit Obligations exceed the Alternative Currency Letter of Credit Sublimit, then the Borrowers shall, promptly upon the earlier of (x) any Responsible Officer of the Administrative Borrower obtaining knowledge thereof and (y) demand from the Administrative Agent, by payment to the Administrative Agent for the account of the applicable Issuing Banks and the Lenders, make a payment of cash collateral in an amount equal to such excess into a cash collateral account opened by the Administrative Agent, for the benefit of the applicable Issuing Banks and the Lenders. (iii) If at any time any Loan Party or any of its Subsidiaries shall receive Net Cash Proceeds from (A) any insurance or condemnation award payable by reason of theft, loss, physical destruction or damage, taking or similar event with respect to any Collateral or (B) the sale (or series of sales) or other disposition of Collateral or Material Trademarks, the Borrowers shall prepay Loans in exceeds an amount equal to one hundred and five percent (100105%) of a Tranche Commitment or Facility Amount, as applicable, one or more Borrowers, within three (3) Business Days after notice thereof from the Administrative Agent, shall repay all or a portion of such Net Cash ProceedsLoans (or reduce the amount of outstanding Letter of Credit Usage), which Net Cash Proceeds shall promptly upon receipt thereof be deposited into a Blocked Account otherwise in accordance with the applicable terms of this Agreement, in such amount so that, following the making of such payment, the Dollar Equivalent Amount outstanding of such Loans and payments therefrom shall be applied Letter of Credit Usage does not exceed the applicable Tranche Commitments or the Facility Amount. If at any such time the sum of: (A) the Dollar Equivalent Amount of all outstanding Aggregate Loans; (B) the Dollar Equivalent Amount of all Letter of Credit Usage and (C) the Dollar Equivalent Amount of all Rupee Letter of Credit Usage; so determined by the Administrative Agent for Agent, in the account aggregate, exceeds an amount equal to one hundred and five percent (105%) of the Lenders first Facility Amount, one or more Borrowers, within three (3) Business Days after notice thereof from the Administrative Agent, shall repay all or a portion of Loans made pursuant to this Agreement (or reduce the principal amount of outstanding Swingline Loans and second to Letter of Credit Usage), otherwise in accordance with the principal applicable terms of this Agreement or, at the option of the Guarantors, the borrower or borrowers under the Rupee Facility shall repay all or a portion of loans made pursuant thereto (or reduce the amount of outstanding Revolving Rupee Letter of Credit Usage thereunder), in such amount so that, following the making of such payment, the Dollar Equivalent Amount outstanding of all Aggregate Loans, without a corresponding reduction Letter of Credit Usage and Rupee Letter of Credit Usage does not exceed the Aggregate Commitment; provided that such prepayment shall only be required (x) during a Cash Dominion Period or (y) if, after giving effect to any event described in this clause (ii), a Cash Dominion Period (without giving effect to any Cash Dominion Grace Period) would be triggeredFacility Amount.

Mandatory Prepayments. (i) Except as provided in Section 2.8, if If at any time the Total Outstandings exceed the lesser of time, (i) the Borrowing Base and aggregate German Revolving Credit Exposure of all Revolving Credit Lenders (ii) excluding the Aggregate Commitment, the Borrowers shall repay promptly upon the earlier L/C Obligations under any Letters 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 Credit issued for the account of the Lenders, an amount equal to such excess with each such repayment applied first German Borrower to the principal amount extent such L/C Obligations are Cash Collateralized in accordance with this Agreement or backstopped to the reasonable satisfaction of outstanding Swingline the Administrative Agent) exceeds the German Borrowing Base, (ii) the aggregate Maltese Revolving Credit Exposure of all Revolving Credit Lenders (excluding the L/C Obligations under any Letters of Credit issued for the account of the Maltese Borrower to the extent such L/C Obligations are Cash Collateralized in accordance with this Agreement or backstopped to the reasonable satisfaction of the Administrative Agent) exceeds the Maltese Borrowing Base or (iii) the aggregate Revolving Credit Exposure of all the Revolving Credit Lenders exceeds the Maximum Credit, then the applicable Borrower or the Borrowers shall within one Business Day, upon notification by the Administrative Agent, prepay the Swing Line Loans, second to first, and the principal other Loans, second, and then Cash Collateralize, in the amount of outstanding Revolving Loans and thirdrequired by Section 2.03(f), with respect to any the Letters of Credit then outstanding, in each case in the amount and in the manner required to eliminate such excess; provided that nothing in this clause (b)(i) shall reduce the Revolving Credit Commitments. (ii) Subject to Section 3.05, all such payments in respect of the Loans pursuant to this Section 2.05 shall be without premium or penalty. All interest accrued on the principal amount of the Loans paid pursuant to this Section 2.05 shall be paid, or may be charged by the Administrative Agent to any loan account(s) of the Borrowers, at the Administrative Agent’s option, on the date of such payment. (iii) At all times after the occurrence and during the continuance of a payment of cash collateral into a cash collateral Cash Dominion Period and notification thereof by the Administrative Agent to the Borrowers, on each Business Day, the Administrative Agent shall apply all same day funds credited to the Concentration Account to one or more accounts maintained by the Administrative Agent; provided that all amounts received in any such account opened shall be applied (and allocated) by the Administrative Agent, for on each Business Day, in accordance with Section 8.04; provided, further, that any amounts in the benefit of the Lenders. (ii) If as of the most recent Revaluation Date and for any reason (including, without limitation, due to currency rate fluctuations) (A) the outstanding Letter of Credit Obligations exceed the Letter of Credit Limit or (B) the outstanding Alternative Currency Letter of Credit Obligations exceed the Alternative Currency Letter of Credit Sublimit, then the Borrowers shall, promptly upon the earlier of (x) any Responsible Officer of the Administrative Borrower obtaining knowledge thereof and (y) demand Concentration Account transferred thereto from the Administrative Agent, by payment to the Administrative Agent for the account of the applicable Issuing Banks and the Lenders, make a payment of cash collateral in an amount equal to such excess into a cash collateral account opened by the Administrative Agent, for the benefit of the applicable Issuing Banks and the Lenders. (iii) If at any time any Loan Party or any of its Subsidiaries shall receive Net Cash Proceeds from (A) any insurance or condemnation award payable by reason of theft, loss, physical destruction or damage, taking or similar event with respect to any Collateral or (B) the sale (or series of sales) or other disposition of Collateral or Material TrademarksSpecified German Collection Deposit Account, the Borrowers shall prepay Loans in an amount equal to one hundred percent (100%) of such Net Cash Proceeds, which Net Cash Proceeds shall promptly upon receipt thereof be deposited into a Blocked JPM German Collection Deposit Account and payments therefrom or the U.K. Euro Concentration Deposit Account shall be applied (and allocated) by the Administrative Agent for the account first to amounts set forth in clauses “Second”, “Third”, “Fifth”, “Sixth”, “Seventh” and “Eighth” (other than clause (iii) thereof) of Section 8.04 that constitute Obligations (other than pursuant to its Guarantee) of the Lenders first German Borrower and thereafter, to the principal amount extent of outstanding Swingline Loans and second the remaining amounts thereof, in accordance with Section 8.04. Notwithstanding anything to the principal amount of outstanding Revolving Loans, without a corresponding reduction of the Aggregate Commitment; provided that such prepayment shall only be required (x) during a Cash Dominion Period or (y) if, after giving effect to any event described contrary in this clause (iiiii), a Cash Dominion Period unless any amounts referred to in the preceding sentence are required to be applied in accordance with Section 8.04 pursuant to the terms thereof, no such amounts shall be applied to clauses “First”, “Fourth”, clause (without giving effect to any Cash Dominion Grace Periodiii) would be triggeredof “Eighth” or “Ninth” through “Last” thereof.

Mandatory Prepayments. On and after the Closing Date, outstanding Advances shall be prepaid on a Dollar-for-Dollar basis within five (5) Business Days of receipt by any member of the Reporting Group of any Net Proceeds referred to in this paragraph (d) (or, in the case of clause (iv) below, within three (3) Business Days) by or with an amount equal to: (i) Except as provided 100% of the Net Proceeds received (including in Section 2.8, if at an escrow account) by such member of the Reporting Group from any time the Total Outstandings exceed the lesser sale or issuance of debt securities or any incurrence or borrowing of any other Debt for borrowed money (i) the Borrowing Base and other than Excluded Debt); (ii) 100% of the Aggregate CommitmentNet Proceeds received (including in an escrow account) from the issuance of any equity interests (including any equity-linked securities, hybrid securities and debt securities which are convertible into equity) by any member of the Borrowers shall repay promptly upon the earlier of Reporting Group (other than (A) issuances pursuant to employee stock plans or other benefit or employee incentive arrangements, (B) issuances of equity as consideration for any acquisition or other Investment, (C) issuances of equity interests of any Foreign Subsidiaries, (D) issuances of equity interests of Domestic Subsidiaries yielding Net Proceeds not to exceed $250 million in the aggregate and (E) issuances in connection with the Separation); (iii) 100% of the Net Proceeds received (including in an escrow account) by such member of the Reporting Group from Asset Sales outside the ordinary course of business (except for (A) Asset Sales between or among members of the Reporting Group and (B) Asset Sales, the Net Proceeds of which do not exceed $250 million in the aggregate); provided, that if no Event of Default exists and the Borrower shall deliver to the Administrative Agent a certificate of a Responsible Officer of the Administrative Borrower obtaining knowledge thereof and (B) demand from the Administrative Agent, by payment to the Administrative Agent for promptly following receipt of any such Net Proceeds setting forth the account Reporting Group’s intention to use any portion of such Net Proceeds to acquire, maintain, develop, construct, improve, upgrade or repair tangible or intangible assets useful in the business of the LendersReporting Group or to acquire equity interests in, an amount equal or all or substantially all the assets of (or all or substantially all the assets constituting a business unit, division, product line or line of business of), any Person engaged in a business of a type that the Reporting Group would not be prohibited, pursuant to Section 5.02(d), from conducting, in each case within the Reinvestment Period, such excess with each portion of such repayment applied first Net Proceeds shall not constitute Net Proceeds except to the principal amount of outstanding Swingline Loansextent not, second to within the principal amount of outstanding Revolving Loans and thirdReinvestment Period, so used (or with respect to a Casualty Event in each case within such period as shall be reasonably required to repair, replace or reinstate the affected assets); and (iv) 100% of any Letters of Credit then outstanding“Cash Payment” (as defined in the Disney Merger Agreement), if any, paid to a payment of cash collateral into a cash collateral account opened by the Administrative Agent, for the benefit Borrower in accordance with Section 2.01(f) of the LendersDisney Merger Agreement (as in effect on June 20, 2018). (ii) If as of the most recent Revaluation Date and for any reason (including, without limitation, due to currency rate fluctuations) (A) the outstanding Letter of Credit Obligations exceed the Letter of Credit Limit or (B) the outstanding Alternative Currency Letter of Credit Obligations exceed the Alternative Currency Letter of Credit Sublimit, then the Borrowers shall, promptly upon the earlier of (x) any Responsible Officer of the Administrative Borrower obtaining knowledge thereof and (y) demand from the Administrative Agent, by payment to the Administrative Agent for the account of the applicable Issuing Banks and the Lenders, make a payment of cash collateral in an amount equal to such excess into a cash collateral account opened by the Administrative Agent, for the benefit of the applicable Issuing Banks and the Lenders. (iii) If at any time any Loan Party or any of its Subsidiaries shall receive Net Cash Proceeds from (A) any insurance or condemnation award payable by reason of theft, loss, physical destruction or damage, taking or similar event with respect to any Collateral or (B) the sale (or series of sales) or other disposition of Collateral or Material Trademarks, the Borrowers shall prepay Loans in an amount equal to one hundred percent (100%) of such Net Cash Proceeds, which Net Cash 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; provided that such prepayment shall only be required (x) during a Cash Dominion Period or (y) if, after giving effect to any event described in this clause (ii), a Cash Dominion Period (without giving effect to any Cash Dominion Grace Period) would be triggered.

Mandatory Prepayments. (i) Except as provided in Section 2.8, if If at any time the Total Outstandings exceed outstanding principal amount of all Revolver Loans plus the lesser sum of (i) all outstanding Swingline Loans and LC Exposure exceeds the Borrowing Base and (ii) the then available Aggregate CommitmentMaximum Revolver Amount, the Borrowers shall Borrower agrees to repay promptly immediately upon the earlier of (A) any Responsible Officer of the Administrative Borrower obtaining knowledge thereof and (B) demand notice 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 Revolver 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 LendersLenders in an amount equal to the aggregate then undrawn and unexpired amount of such Letters of Credit (such cash collateral to be applied in accordance with Section 2.09(b)). (ii) If as of the most recent Revaluation Date and for any reason (including, without limitation, due to currency rate fluctuations) (A) the outstanding Letter of Credit Obligations exceed the Letter of Credit Limit or (B) the outstanding Alternative Currency Letter of Credit Obligations exceed the Alternative Currency Letter of Credit Sublimit, then the Borrowers shall, promptly upon the earlier of (x) any Responsible Officer of the Administrative The Borrower obtaining knowledge thereof and (y) demand from the Administrative Agent, by payment to the Administrative Agent for the account of the applicable Issuing Banks and the Lenders, make a payment of cash collateral in an amount equal to such excess into a cash collateral account opened by the Administrative Agent, for the benefit of the applicable Issuing Banks and the Lenders. (iii) If at any time any Loan Party or any of its Subsidiaries shall receive Net Cash Proceeds from (A) any insurance or condemnation award payable by reason of theft, loss, physical destruction or damage, taking or similar event with respect to any Collateral or (B) the sale (or series of sales) or other disposition of Collateral or Material Trademarks, the Borrowers shall prepay the Loans in an amount the manner set forth in clause (vi) below in amounts equal to one hundred percent (100%) of the aggregate Net Cash Proceeds from any Debt Issuance by the Borrower or any of its Subsidiaries or other Debt not permitted pursuant to this Agreement. Such prepayment shall be made within five (5) Business Days after the date of receipt of Net Cash Proceeds of any such transaction. (iii) The Borrower shall prepay the Loans in the manner set forth in clause (vi) below in amounts equal to fifty percent (50%) (or if the Borrower’s Leverage Ratio is less than 5.0:1.0, 0%) of the aggregate Net Cash Proceeds from any Equity Offering by or capital contribution to the Borrower or any of its Subsidiaries other than (a) the exercise price on stock options issued as part of employee compensation and (b) the Equity Issuance. Such prepayment shall be made within five (5) Business Days after the date of receipt of Net Cash Proceeds of any such transaction. (iv) The Borrower shall prepay the Loans in the manner set forth in clause (vi) below in amounts equal to one hundred percent (100%) of the aggregate Net Cash Proceeds from any Disposition by the Borrower or any of its Subsidiaries. Such prepayments shall be made within five (5) Business Days after receipt of Net Cash Proceeds of any such transaction by the Borrower or any of its Subsidiaries; provided that, so long as no Default or Event of Default has occurred and is continuing, no prepayments shall be required hereunder (A) in connection with up to $50,000,000 of aggregate Net Cash Proceeds in any fiscal year from Dispositions (other than any Disposition pursuant to the terms of the Pioneer Option Agreement) by the Borrower or any of its Subsidiaries which is reinvested within three hundred sixty (360) days after receipt of such Net Cash ProceedsProceeds by the Borrower or any of its Subsidiaries in similar replacement assets, which or (B) in connection with Dispositions permitted pursuant to Section 9.17 (other than Section 9.17(f)). (v) The Borrower shall prepay the Loans in the manner set forth in clause (vi) below in amounts equal to one hundred percent (100%) of the aggregate Net Cash Proceeds shall promptly upon receipt thereof be deposited into a Blocked Account from any Insurance and payments therefrom Condemnation Event by the Borrower or any of its Subsidiaries. Such prepayments shall be applied made within three (3) Business Days after receipt of Net Cash Proceeds of any such transaction by the Administrative Agent for the account Borrower or any 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 Commitmentits Subsidiaries; provided that such prepayment that, so long as no Default or Event of Default has occurred and is continuing, no prepayments shall only be required hereunder in connection with up to $50,000,000 of aggregate Net Cash Proceeds in any fiscal year from Insurance and Condemnation Events by the Borrower or any of its Subsidiaries which is reinvested within three hundred sixty (x360) during a days after receipt of such Net Cash Dominion Period Proceeds by the Borrower or (y) if, after giving effect to any event described of its Subsidiaries in this clause (ii), a Cash Dominion Period (without giving effect to any Cash Dominion Grace Period) would be triggeredsimilar replacement assets.

Mandatory Prepayments. (i) Except No later than the twenty-fifth (25th) Business Day following the last day of each calendar month, beginning with the calendar month ending June 30, 2016, the Borrower shall provide the Administrative Agent with reasonably detailed calculations of Excess Distributable Cash for such calendar month then ended and Borrower shall prepay outstanding Loans or First Lien Loans (as provided elected by the Borrower in Section 2.8, if at any time the Total Outstandings exceed the lesser its sole discretion) in an aggregate principal amount equal to 100.0% of (i) the Borrowing Base and Excess Distributable Cash for such calendar month then ended. (ii) the Aggregate Commitment, the Borrowers shall repay promptly upon the earlier of (A) If (x) the Parent or any Responsible Officer Restricted Subsidiary Disposes of any property or assets to any Person other than a Loan Party (other than any Disposition of any property or assets permitted by Section 9.11(a)), (y) any Casualty Event occurs, which in the Administrative Borrower obtaining knowledge thereof and (B) demand from aggregate results in the Administrative Agent, realization or receipt by payment to the Administrative Agent for the account Parent or such Restricted Subsidiary of the LendersNet Cash Proceeds in an amount in excess of $10,000,000, an amount equal to such excess 100% of the Net Cash Proceeds realized or received shall be applied as a mandatory repayment of the Loans in accordance with each such repayment applied first to the principal amount requirements of outstanding Swingline Loans, second to Sections 3.04(c)(v) and (vi) or the principal amount of outstanding Revolving First Lien Loans and third, with respect to any Letters of Credit then outstanding, to a payment of cash collateral into a cash collateral account opened (as elected by the Administrative Agent, for the benefit of the Lenders. (ii) If as of the most recent Revaluation Date and for any reason (including, without limitation, due to currency rate fluctuations) (A) the outstanding Letter of Credit Obligations exceed the Letter of Credit Limit or (B) the outstanding Alternative Currency Letter of Credit Obligations exceed the Alternative Currency Letter of Credit Sublimit, then the Borrowers shall, promptly upon the earlier of (x) any Responsible Officer of the Administrative Borrower obtaining knowledge thereof and (y) demand from the Administrative Agent, by payment to the Administrative Agent for the account of the applicable Issuing Banks and the Lenders, make a payment of cash collateral in an amount equal to such excess into a cash collateral account opened by the Administrative Agent, for the benefit of the applicable Issuing Banks and the Lenders.its sole discretion); (iii) If at any time any Loan Party the Parent or any Restricted Subsidiary issues or incurs any Debt (other than Debt permitted to be incurred pursuant to Section 9.02 as in effect on the Effective Date), an amount equal to 100% of the Net Cash Proceeds of the respective incurrence or issuance of Debt shall be applied on such date as a mandatory repayment of the Loans in accordance with the requirements of Sections 3.04(c)(v) and (vi) or the First Lien Loans (as elected by the Borrower in its Subsidiaries shall receive sole discretion). (iv) If any Restricted Subsidiary of Parent receives Net Cash Proceeds from any capital contributions or any Net Cash Proceeds from any sale or issuance of its Equity Interests (A) other than Net Cash Proceeds of any insurance or condemnation award payable by reason of theftExcluded Issuance), lossthen, physical destruction or damage, taking or similar event with respect to any Collateral or (B) the sale (or series of sales) or other disposition of Collateral or Material Trademarks, the Borrowers shall prepay Loans in an amount equal to one hundred percent (100%) % of such Net Cash Proceeds, which the Net Cash Proceeds shall promptly upon receipt thereof be deposited into a Blocked Account and payments therefrom shall of any such issuance, sale or advancement will be applied on such date as a mandatory repayment in accordance with the requirements of Section 3.04(c)(v) and 3.04(c)(vi) or the First Lien Loans (as elected 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; provided that such prepayment shall only be required (x) during a Cash Dominion Period or (y) if, after giving effect to any event described Borrower in this clause (iiits sole discretion), a Cash Dominion Period (without giving effect to any Cash Dominion Grace Period) would be triggered.

Mandatory Prepayments. (i) Except as provided in Section 2.8, if If at any time the Total Outstandings exceed the lesser of and for any reason (iother than fluctuations in currency exchange rates) the Borrowing Base and (ii) Dollar Amount of the Revolving Credit Obligations are greater than the Aggregate Revolving Loan Commitment, either the Borrowers Domestic Borrower or the Japanese Borrower shall repay promptly upon the earlier of (Aand in any case within three (3) any Responsible Officer Business Days) make a mandatory prepayment 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, Revolving Credit Obligations in an amount equal to such excess with each excess. In addition, if the L/C Obligations outstanding at any time are greater than the Aggregate Revolving Loan Commitment at such repayment applied first to time minus the sum of the outstanding principal amount of the Revolving Loans at such time and the outstanding Swingline Loans, second to the principal amount of outstanding Revolving the Swing Line Loans and thirdat such time, 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. (ii) If as of the most recent Revaluation Date and for any reason (including, without limitation, due to currency rate fluctuations) (A) the outstanding Letter of Credit Obligations exceed the Letter of Credit Limit or (B) the outstanding Alternative Currency Letter of Credit Obligations exceed the Alternative Currency Letter of Credit Sublimit, then the Borrowers shall, promptly upon shall either prepay the earlier of (x) any Responsible Officer of the Administrative Borrower obtaining knowledge thereof and (y) demand from the Administrative Agent, by payment to the Administrative Agent for the account of the applicable Issuing Banks and the Lenders, make a payment of cash collateral Obligations in an amount equal to such excess into a or deposit cash collateral account opened with the Administrative Agent in an amount in Dollars equal to such excess. On the date any prepayment is received by the Administrative Agent, such prepayment shall be applied first to Floating Rate Loans and to any Eurocurrency Rate Loans maturing on such date and then to subsequently maturing Eurocurrency Rate Loans in order of maturity. On the last Business Day of each month, the Administrative Agent shall calculate the aggregate outstanding principal balance of the Japanese Yen Loans in Dollars. If such balance, as calculated in Dollars exceeds the Japanese Yen Sublimit by more than US$1,000,000, then the Borrowers, within three (3) days of notice thereof from the Administrative Agent shall make a mandatory prepayment of the Japanese Yen Loans in such amount as necessary to cause the outstanding balance thereof to equal or be less than the Japanese Yen Sublimit. Such calculation (and resulting prepayments) may occur more frequently during the continuance of a Default in addition to the foregoing, if at any time: (x) the Dollar Amount of the Revolving Credit Obligations exceeds one hundred five percent (105%) of the Aggregate Revolving Loan Commitment, whether as a result of fluctuations in currency exchange rates or otherwise, the Borrowers for the ratable benefit of the applicable Issuing Banks and the Lenders. (iii) If at any time any Loan Party or any of its Subsidiaries Lenders shall receive Net Cash Proceeds from (A) any insurance or condemnation award payable by reason of theft, loss, physical destruction or damage, taking or similar event with respect to any Collateral or (B) the sale (or series of sales) or other disposition of Collateral or Material Trademarks, the Borrowers shall promptly prepay Loans in an aggregate amount equal to one hundred percent (100%) of such Net Cash Proceeds, which Net Cash 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; provided that such prepayment shall only be required (x) during a Cash Dominion Period or (y) if, after giving effect thereto the Dollar Amount of the Revolving Credit Obligations is less than or equal to any event described in this clause (ii), a Cash Dominion Period (without giving effect to any Cash Dominion Grace Period) would be triggeredthe Aggregate Revolving Loan Commitment.

Mandatory Prepayments. Notwithstanding the provisions of Section 6.4 hereof, and subject to the terms of Section 7.b. of the Term B Loan Intercreditor Agreement: (a) Upon the receipt by any Borrower or any of its Subsidiaries of any Extraordinary Receipts in excess of $250,000 in the aggregate in any fiscal year: (i) Except as provided in Section 2.8if such Extraordinary Receipts are the proceeds of any Canadian Pension Plan, if at any time the Total Outstandings exceed the lesser of (i) the Borrowing Base and (ii) the Aggregate Commitment, the then Borrowers shall repay promptly upon immediately prepay the earlier of (A) any Responsible Officer of Obligations and 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, Term B Loan Debt in an amount equal to fifty (50%) percent of such excess with each Extraordinary Receipts (net of any reasonable expenses incurred in collecting such repayment applied first Extraordinary Receipts) as follows: first, to the outstanding principal amount of outstanding Swingline Loansthe Term Loans until paid in full, second to the principal amount of outstanding Revolving Loans and thirdsecond, with respect to any Letters of Credit then outstandingat Borrowers’ option, to a payment of cash collateral into a cash collateral account opened by the Administrative Agent, for the benefit of the Lenders. (ii) If as of the most recent Revaluation Date and for any reason (including, without limitation, due to currency rate fluctuations) either (A) the outstanding Letter principal amount of Credit Obligations exceed the Letter of Credit Limit Term B Loan, or (B) the outstanding Alternative Currency Letter of Credit Obligations exceed the Alternative Currency Letter of Credit Sublimit, then the Borrowers shall, promptly upon the earlier of (x) any Responsible Officer principal amount of the Administrative Borrower obtaining knowledge thereof Revolving Loans so long as (in the case of this clause (B) only) Agent establishes and (y) demand from the Administrative Agent, by payment to the Administrative Agent for the account of the applicable Issuing Banks and the Lenders, make maintains a payment of cash collateral permanent Reserve in an amount equal to the amount of such excess into a cash collateral account opened proceeds that are so applied by the Administrative Agent, for the benefit prepayment of the applicable Issuing Banks Revolving Loans; (ii) if such Extraordinary Receipts are the proceeds of Inventory or Accounts, then Borrowers shall immediately prepay the Obligations and the Lenders. (iii) If at any time any Term B Loan Party or any of its Subsidiaries shall receive Net Cash Proceeds from (A) any insurance or condemnation award payable by reason of theft, loss, physical destruction or damage, taking or similar event with respect to any Collateral or (B) the sale (or series of sales) or other disposition of Collateral or Material Trademarks, the Borrowers shall prepay Loans Debt in an amount equal to one hundred percent (100%) percent of such Net Cash ProceedsExtraordinary Receipts (net of any reasonable expenses incurred in collecting such Extraordinary Receipts) as follows: first, which Net Cash 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 outstanding principal amount of outstanding Swingline the Revolving Loans and second until paid in full, second, to the outstanding principal amount of the Term Loans until paid in full, and third, to the outstanding principal amount of the Term B Loan until paid in full; and (iii) if such Extraordinary Receipts are the proceeds of any Collateral (other than Inventory or Accounts or the proceeds of any Canadian Pension Plan), then Borrowers shall immediately prepay the Obligations and the Term B Loan Debt in an amount equal to one hundred (100%) percent of such Extraordinary Receipts (net of any reasonable expenses incurred in collecting such Extraordinary Receipts) as follows: first, to the outstanding principal amount of the Term Loans until paid in full, and second, at Borrowers’ option, to either (A) the outstanding principal amount of the Term B Loan, or (B) the outstanding principal amount of the Revolving Loans so long as (in the case of this clause (B) only) Agent establishes and maintains a permanent Reserve in an amount equal to the amount of such Extraordinary Receipts that are so applied to the prepayment of the Revolving Loans; provided, without a corresponding reduction however, that (A) so long as no Default or Event of Default has occurred and is continuing, on the date any Borrower or any of its Subsidiaries receives Extraordinary Receipts consisting of insurance proceeds from one or more policies covering, or proceeds from any judgment, settlement, condemnation or other cause of action in respect of, the loss, damage, taking or theft of any property or assets, such Extraordinary Receipts may, at the option of the Aggregate Commitment; provided Borrowers, be applied to repair, refurbish or replace such property or assets or acquire replacement property or assets for the property or assets so lost, damaged or stolen or other property or assets used or useful in the business of any Borrower for the property or assets so disposed, provided, that (w) Agent has a first priority Lien on such prepayment shall only be required replacement (xor repaired or restored) during a Cash Dominion Period property or assets, (y) if(I) such insurance proceeds are delivered to Agent to hold in escrow until required to be used in accordance with this Agreement or (II) Agent establishes a Reserve in the amount of such insurance proceeds until such time as such proceeds are applied to repair, refurbish or replace such property or assets or acquire replacement property or assets for the property or assets so lost, damaged or stolen or other property or assets used or useful in the business of any Borrower for the property or assets so disposed, (y) Borrowers deliver to Agent within 10 days after giving effect the date of receipt of such Extraordinary Receipts a certificate stating that such Extraordinary Receipts shall be used to repair or refurbish such property or assets or to acquire such replacement property or assets for the property or assets so lost, damaged or stolen or such other property or assets used or useful in the business of any event Borrower within one (1) year after the date of receipt of such Extraordinary Receipts (which certificate shall set forth an estimate of the Extraordinary Receipts to be so expended), and (z) if such Extraordinary Receipts are the proceeds of Real Property and aggregate $1,000,000 or more, Borrowers shall obtain the prior written consent of Agent, and if all or any portion of such Extraordinary Receipts described in this clause (iiA) are not so used within one (1) year after the date of receipt of such Extraordinary Receipts, such unused Extraordinary Receipts shall be applied to prepay the Obligations and the Term B Loan Debt in accordance with this Section 2.4(a), (B) pending any such reinvestment described in clause (A) above, the Extraordinary Receipts shall be applied as a prepayment of Revolving Loans. Any Extraordinary Receipts applied to repair, refurbish or replace Collateral pursuant to and in accordance with this Section 2.4(a) shall not be deemed Capital Expenditures for purposes of this Agreement. (b) Upon the issuance or sale by any Borrower or any of its Subsidiaries of Capital Stock of such Borrower or Subsidiary as permitted in Sections 9.7(b)(iii) and (iv) hereof, or the issuance or incurrence by any Borrower or any of its Subsidiaries of any Indebtedness of the type described in Section 9.9(e) hereof, Borrowers shall immediately prepay the Obligations and the Term B Loan Debt in an amount equal to one hundred (100%) percent of the Net Cash Dominion Period Proceeds received by such Borrower or Subsidiary in connection therewith as follows: first, to the outstanding principal amount of the Term Loans until paid in full, and second, at Borrowers’ option, to either (without giving effect A) the outstanding principal amount of the Term B Loan, or (B) the outstanding principal amount of the Revolving Loans so long as (in the case of this clause (B) only) Agent establishes and maintains a permanent Reserve in an amount equal to the amount of such Net Cash Proceeds that are so applied to the prepayment of the Revolving Loans. The provisions of this subsection (b) shall not be deemed to be implied consent to any such issuance, incurrence or sale otherwise prohibited by the terms and conditions of this Agreement. (i) Upon the sale or other disposition of any Collateral by any Borrower or any of its Subsidiaries as permitted in Sections 9.7(b)(ii), (vi), (vii) or (x) hereof, or the sale or other disposition of any Collateral by any Borrower or any of its Subsidiaries not otherwise permitted by the terms of this Agreement but consented to by the Required Lenders, Borrowers shall immediately prepay the Obligations and the Term B Loan Debt in an amount equal to one hundred (100%) percent of the Net Cash Dominion Grace PeriodProceeds received by such Borrower or such Subsidiary in connection with such sale or other disposition as follows: (A) would if such sale or other disposition includes Inventory or Accounts, then the portion of the Net Cash Proceeds attributable to such Inventory or Accounts shall be triggeredapplied, first, to the outstanding principal amount of the Revolving Loans until paid in full, second, to the outstanding principal amount of the Term Loans until paid in full, and third, to the outstanding principal amount of the Term B Loan until paid in full; and (B) if such sale or other disposition includes any Collateral (other than Inventory or Accounts), then the portion of the Net Cash Proceeds attributable to such other Collateral shall be applied, first, to the outstanding principal amount of the Term Loans until paid in full, and second, at Borrowers’ option, to either (x) the outstanding principal amount of the Term B Loan, or (y) the outstanding principal amount of the Revolving Loans so long as (in the case of this clause (y) only) Agent establishes and maintains a permanent Reserve in an amount equal to the amount of such Net Cash Proceeds that are so applied to the prepayment of the Revolving Loans. (ii) Upon the sale or other disposition of the Capital Stock, assets or properties of an Exempt Subsidiary as permitted in Section 9.7(b)(ix) hereof, Borrowers shall immediately prepay the Obligations and the Term B Loan Debt in an amount equal to the lesser of (x) one hundred (100%) percent of the Net Cash Proceeds received by the applicable Borrower, Guarantor or Subsidiary in connection with such sale or other disposition or (y) the amount equal to four (4) times TTM EBITDA of such Exempt Subsidiary for the period of twelve (12) consecutive fiscal months ended on the last day of the month immediately preceding the date of such sale or other disposition for which Agent has received financial statements of Parent and its Subsidiaries as follows: (A) if such sale or other disposition includes Inventory or Accounts, then the portion of the Net Cash Proceeds from such sale or other disposition attributable to such Inventory or Accounts shall be applied, first, to the outstanding principal amount of the Revolving Loans until paid in full, second, to the outstanding principal amount of the Term Loans until paid in full, and third, to the outstanding principal amount of the Term B Loan until paid in full; and (B) if such sale or other disposition includes any Collateral (other than Inventory or Accounts), then the portion of the Net Cash Proceeds attributable to such other Collateral shall be applied, first, to the outstanding principal amount of the Term Loans until paid in full, and second, at Borrowers’ option, to either (x) the outstanding principal amount of the Term B Loan, or (y) the outstanding principal amount of the Revolving Loans so long as (in the case of this clause (y) only) Agent establishes and maintains a permanent Reserve in an amount equal to the amount of such Net Cash Proceeds that are so applied to the prepayment of the Revolving Loans. (iii) Upon the sale or other disposition of the Capital Stock of Indiana Tube Denmark as permitted in Section 9.7(b)(v) hereof, Borrowers shall immediately prepay the Obligations and the Term B Loan Debt in an amount equal to fifty (50%) percent of the Net Cash Proceeds received by H&H International in connection with such sale or other disposition as follows: (A) if such sale or other disposition includes Inventory or Accounts, then the portion of the Net Cash Proceeds from such sale or other disposition attributable to such Inventory or Accounts shall be applied, first, to the outstanding principal amount of the Revolving Loans until paid in full, second, to the outstanding principal amount of the Term Loans until paid in full, and third, to the outstanding principal amount of the Term B Loan until paid in full; and (B) if such sale or other disposition includes any Collateral (other than Inventory or Accounts), then the portion of the Net Cash Proceeds attributable to such other Collateral shall be applied, first, to the outstanding principal amount of the Term Loans until paid in full, and second, at Borrowers’ option, to either (x) the outstanding principal amount of the Term B Loan, or (y) the outstanding principal amount of the Revolving Loans so long as (in the case of this clause (y) only) Agent establishes and maintains a permanent Reserve in an amount equal to the amount of such Net Cash Proceeds that are so applied to the prepayment of the Revolving Loans. (iv) The provisions of this subsection (c) shall not be deemed to be implied consent to any such issuance, incurrence or sale otherwise prohibited by the terms and conditions of this Agreement. (d) All prepayments of the Term Loans under this Section 2.4 shall be applied against the remaining installments (if any) of principal due on the Term Loans in the inverse order of maturity. Notwithstanding anything to the contrary in this Section 2.4, all prepayments of principal under this Section 2.4 shall be made together with accrued and unpaid interest thereon to the date of such prepayment.

Mandatory Prepayments. (i) Except as provided in Section 2.8, if at any time The Borrower shall prepay the Total Outstandings exceed the lesser of (i) the Borrowing Base and (ii) the Aggregate Commitment, the Borrowers shall repay promptly 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 outstanding principal amount of outstanding Swingline Loans, second the Term Loan within five (5) Business Days of any Disposition by any Loan Party or its Subsidiaries pursuant 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. (ii) If as of the most recent Revaluation Date and for any reason (including, without limitation, due to currency rate fluctuationsSection 6.02(c)(ii) (Aother than (w) the outstanding Letter first $250,000 of Credit Obligations exceed the Letter of Credit Limit or (B) the outstanding Alternative Currency Letter of Credit Obligations exceed the Alternative Currency Letter of Credit SublimitNet Cash Proceeds received during each Fiscal Year from Dispositions under Section 6.02(c)(ii)(E), then the Borrowers shall, promptly upon the earlier of (x) any Responsible Officer a Disposition of the Administrative Borrower obtaining knowledge thereof MLP Existing ROFO Assets, MLP New ROFO Assets and MLP Subject Assets to the MLP as described in subclause (G) of Section 6.02(c)(ii), (y) demand from the Administrative Agent, by payment to the Administrative Agent for the account a Disposition of the applicable Issuing Banks and the LendersMLP Specified Sale Equity Interests as described in subclause (H) of Section 6.02(c)(ii) or (z) a Disposition under Section 6.02(c)(ii)(F)), make a payment of cash collateral in an amount equal to 100% of the Net Cash Proceeds received by such excess into Person in connection with such Disposition to the extent that the aggregate amount of Net Cash Proceeds received by all Loan Parties and their Subsidiaries (and not paid to the Lenders as a cash collateral account opened by prepayment of the Administrative AgentLoans) shall exceed, for all such Dispositions since the benefit Restatement Effective Date, $25,000,000 (excluding Net Cash Proceeds received in respect of (A) the MLP Subject Assets, (B) the MLP Existing ROFO Assets, (C) the MLP New ROFO Assets, (D) the MLP Specified Sale Equity Interest and (E) the first $250,000 of Net Cash Proceeds received during each Fiscal Year from Dispositions under Section 6.02(c)(ii)(E)); provided that, notwithstanding the foregoing, the Borrower shall prepay the outstanding principal amount of the applicable Issuing Banks and Term Loan within one (1) Business Day of any sale by any Loan Party or its Subsidiaries of MLP Common Units which on the Lenders. Restatement Effective Date were MLP Subordinated Units in an amount equal to 100% of the Net Cash Proceeds received by such Person as a result of such sale. Nothing contained in this subsection (iiii) If at any time shall permit any Loan Party or any of its Subsidiaries to make a Disposition of any property other than in accordance with Section 6.02(c)(ii). (ii) Within five (5) Business Days of the issuance or incurrence by any Loan Party or any of its Subsidiaries of any Indebtedness (other than Permitted Indebtedness), the Borrower shall receive prepay the outstanding amount of the Term Loan in an amount equal to 100% of the Net Cash Proceeds from received by such Person in connection therewith. The provisions of this subsection (ii) shall not be deemed to be implied consent to any such issuance, incurrence or sale otherwise prohibited by the terms and conditions of this Agreement. (iii) Subject to Section 2.05(c)(iv) below, within five (5) Business Days of the receipt by any Loan Party or any of its Subsidiaries of any Net Cash Proceeds in respect of any Casualty Event, the Borrower shall prepay the outstanding principal of the Term Loan in an amount equal to 100% of such Net Cash Proceeds. (iv) Notwithstanding the foregoing, with respect to Net Cash Proceeds received by any Loan Party or any of its Subsidiaries in connection with a Casualty Event that are required to be used to make prepayments pursuant to Section 2.05(c)(iii), such Net Cash Proceeds shall not be required to be so used to prepay the Term Loan to the extent that such Net Cash Proceeds are used to purchase, acquire, replace, repair, restore, construct or improve properties or assets used or useful in such Person’s business, provided that, (A) no Default or Event of Default has occurred and is continuing on the date such Person receives such Net Cash Proceeds, (B) the Borrower delivers a certificate to the Administrative Agent on or prior to the date such prepayment would otherwise be required to be made, certifying as to clause (A) and the amount of such Net Cash Proceeds and stating that such Net Cash Proceeds shall be used to purchase, acquire, replace, repair, restore, construct or improve properties or assets used in such Person’s business and that such purchase, acquisition, replacement, repair, restoration, construction or improvement shall commence within 180 days after the date of receipt of such certificate, (C) if such Net Cash Proceeds exceed $1,500,000, such Net Cash Proceeds shall be deposited and held in a deposit account maintained with the Administrative Agent, subject to disbursement in accordance with arrangements mutually agreeable (in their reasonable commercial discretion) to the Borrower and the Administrative Agent, provided that it is understood and agreed that such Net Cash Proceeds may be applied to the Secured Obligations if at any time a Default or Event of Default has occurred and is continuing, and (D) upon the earlier of (1) the expiration of the period specified in the relevant certificate furnished to the Administrative Agent pursuant to clause (B) above (as such period may be extended by the Administrative Agent in its reasonable commercial discretion) or (2) the occurrence of a Default or an Event of Default, such Net Cash Proceeds, if commencement of such work has not occurred, shall be used to make mandatory prepayments in accordance with Section 2.05(c)(iii). Notwithstanding the foregoing, it is understood and agreed that proceeds of business interruption insurance shall not be required to be used to prepay the Term Loan pursuant to this Section 2.05(c). (v) Within ten (10) Business Days after the occurrence of any Dividend Prepayment Event, the Borrower shall (A) notify the Administrative Agent (who shall thereafter notify each Lender) in writing (the “Dividend Prepayment Notice”) of the occurrence of all such Dividend Prepayment Events during such prior month and the aggregate Dividend Prepayment Amount received or issued in respect thereof and reference this Section, (B) offer in such Dividend Prepayment Notice to prepay the outstanding principal amount of the Term Loan in an amount equal to such Dividend Prepayment Amount (the “Dividend Prepayment Event Offer”), and (C) specify in such Dividend Prepayment Notice that each Lender shall have the option, in its sole discretion, to accept all or a portion of such Dividend Prepayment Event Offer by giving written notice to the Administrative Agent (who shall thereafter notify the Borrower of the total amounts due for payment) of its election to receive its Pro Rata Share of such Dividend Prepayment Amount within ten (10) Business Days after its receipt of such Dividend Prepayment Notice. If a Lender accepts the Dividend Prepayment Event Offer in accordance with this Section 2.05(c)(v), then within three (3) Business Days of the Borrower’s receipt of such acceptance, the Borrower shall prepay such Lender’s portion of the Term Loan in an amount equal to such Lender’s share of such Dividend Prepayment Amount by making such payment to the Administrative Agent for distribution in accordance with Section 2.05(d). If any Lender does not notify the Administrative Agent of its acceptance of any Dividend Prepayment Event Offer within ten (10) Business Days of its receipt of an applicable Dividend Prepayment Notice, then such Lender shall be deemed to have elected, as of such date, not to receive its share of the Dividend Prepayment Amount described in such Dividend Prepayment Notice. To the extent any Lender does not elect to accept a Dividend Prepayment Event Offer in accordance with this Section 2.05(c)(v), the Borrower shall not be required or permitted to offer to pay the amount of such Lender’s share of the applicable Dividend Prepayment Amount to the other Lenders (in their capacity as Lenders under this Agreement). All payments made pursuant to this Section 2.05(c)(v) shall be made in accordance with Section 2.05(d)(ii). (vi) In the event (A) any insurance “person” or condemnation award payable by reason “group” (as such terms are used in Sections 13(d) and 14(d) of theftthe Exchange Act, lossbut excluding any employee benefit plan of such person or its subsidiaries, physical destruction and any person or damageentity acting in its capacity as trustee, taking agent or similar event with respect to other fiduciary or administrator of any Collateral such plan) becomes the “beneficial owner” (as defined in Rules 13d‑3 and 13d‑5 under the Exchange Act), directly or indirectly, of more than 30% of any class of the Capital Stock of the Parent, or (B) the sale Board of Directors of the Parent shall cease to consist of a majority of Continuing Directors (or series each, a “Parent Change of sales) or other disposition of Collateral or Material TrademarksControl Event”), the Borrowers Borrower shall prepay Loans in an amount equal to one hundred percent (100%) of such Net Cash Proceeds, which Net Cash Proceeds shall promptly upon receipt thereof be deposited into a Blocked Account and payments therefrom shall be applied by give the Administrative Agent for the account prompt written notice (and in any event within two (2) Business Days after any Authorized Officer of the Lenders first Borrower has knowledge of the occurrence of any Parent Change of Control Event) (a “Change of Control Notice”). Within 60 days after any Authorized Officer of the Borrower has knowledge of the occurrence of any Parent Change of Control Event, the Borrower shall prepay to the principal amount of outstanding Swingline Loans Administrative Agent in full the Term Loan, accrued and second unpaid interest thereon and all other Obligations; provided, that prior to the principal amount making of outstanding Revolving Loans, without a corresponding reduction of the Aggregate Commitment; provided that such prepayment in full, each Lender shall only have the right, but not the obligation, to notify the Administrative Agent (who shall thereafter notify the Borrower of any amounts not due) in writing of its election to forego all or a portion of such prepayment (it being understood and agreed that if a Lender does not notify the Administrative Agent of a Lender’s election to forego such prepayment, such Lender shall be required (x) during a Cash Dominion Period or (y) if, after giving effect deemed to any event described have elected to require such prepayment in this clause (iifull), a Cash Dominion Period (without giving effect to any Cash Dominion Grace Period) would be triggered.

Mandatory Prepayments. (i) Except as provided If, after giving effect to any termination or reduction of the Aggregate Maximum Credit Amounts pursuant to Section 2.06(b), or any reduction of the Aggregate Elected Commitment Amounts pursuant to Section 2.06(c), the total Revolving Credit Exposures exceeds the total Commitments, then the Borrower shall (a) prepay the Borrowings on the date of such termination or reduction in Section 2.8an aggregate principal amount equal to such excess, if at any time the Total Outstandings exceed the lesser of (i) the Borrowing Base and (iib) the Aggregate Commitment, the Borrowers shall repay promptly upon the earlier of (A) if any Responsible Officer excess remains after prepaying all of the Administrative Borrower obtaining knowledge thereof and (B) demand from the Administrative AgentBorrowings as a result of an LC Exposure, by payment pay to the Administrative Agent for the account on behalf of the Lenders, 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 be held as cash collateral into a cash collateral account opened by the Administrative Agent, for the benefit of the Lendersas provided in Section 2.08(j). (ii) If as Upon any Scheduled Redetermination of the most recent Revaluation Date and for Borrowing Base or Interim Redetermination of the Borrowing Base, in each case in accordance with Section 2.07(b), or any reason adjustment to the amount of the Borrowing Base in accordance with Section 8.13(c), if the total Revolving Credit Exposures exceeds the redetermined or adjusted Borrowing Base, then the Borrower shall, within ten (including10) Business Days after its receipt of a New Borrowing Base Notice indicating such Borrowing Base Deficiency, without limitation, due to currency rate fluctuations) inform the Administrative Agent of the Borrower’s election to: (A) within thirty (30) days following such election, prepay the outstanding Letter of Credit Obligations exceed the Letter of Credit Limit or Loans in an aggregate principal amount equal to such excess, (B) prepay the outstanding Alternative Currency Letter of Credit Obligations exceed Loans in six equal monthly installments, commencing on the Alternative Currency Letter of Credit Sublimit, then the Borrowers shall, promptly upon the earlier of thirtieth (x30th) any Responsible Officer day following receipt of the Administrative Borrower obtaining knowledge thereof New Borrowing Base Notice indicating such Borrowing Base Deficiency with each payment being equal to 1/6th of the aggregate principal amount of such excess and due and payable on the same day in each of the five subsequent calendar months, (yC) demand from within thirty (30) days following such election, mortgage additional Oil and Gas Properties not evaluated in the Administrative Agent, by payment most recently delivered Reserve Report acceptable to the Administrative Agent for in its sole discretion (together with title information with respect thereto acceptable to the account Administrative Agent in its sole discretion) having a Borrowing Base Value sufficient, after giving effect to any other actions taken pursuant to this Section 3.04(c), to eliminate such excess, or (D) undertake a combination of any of clauses (A), (B) and (C); provided that if, because of LC Exposure, a Borrowing Base Deficiency remains after prepaying all of the applicable Issuing Banks Loans, the Borrower shall cash collateralize such remaining Borrowing Base Deficiency as provided in Section 2.08(j); provided further, that all payments required to be made pursuant to this clause (ii) must be made on or prior to the Termination Date. Notwithstanding the foregoing, if the Borrower does not inform the Administrative Agent of its election within such ten (10) Business Day period, the Borrower shall be deemed to have delivered an election notice proposing the action set forth in clause (B) above as of the last day of such ten (10) Business Day period. (iii) Upon any adjustments to the Borrowing Base pursuant to Section 9.12(d), Section 9.12(e) or Section 9.12(f), if the total Revolving Credit Exposures exceeds the Borrowing Base as adjusted, then the Borrower shall (A) prepay the Borrowings in an aggregate principal amount equal to such excess, and (B) if any excess remains after prepaying all of the LendersBorrowings as a result of an LC Exposure, make a payment pay to the Administrative Agent on behalf of cash collateral in the Lenders an amount equal to such excess into a to be held as cash collateral account opened by as provided in Section 2.08(j). The Borrower shall be obligated to make such prepayment and/or deposit of cash collateral (1) in the case of an adjustment as a result of a Disposition or Liquidation in accordance with Section 9.12(d), on the second (2nd) Business Day succeeding the date of the consummation of such Disposition and/or Liquidation or (2) in the case of Section 9.12(e) and Section 9.12(f), on the second (2nd) Business Day succeeding the date on which the Administrative Agent, for Agent notifies the benefit Borrower of the applicable Issuing Banks and amount of the Lendersadjusted Borrowing Base; provided that all payments required to be made pursuant to this Section 3.04(c)(iii) must be made on or prior to the Termination Date. (iiiiv) If at Upon any time any Loan Party or any of its Subsidiaries adjustments to the Borrowing Base pursuant to Section 2.07(e), if the total Revolving Credit Exposures exceeds the Borrowing Base as adjusted, then the Borrower shall receive Net Cash Proceeds from (A) any insurance or condemnation award payable by reason of theftprepay the Borrowings in an aggregate principal amount equal to such excess, loss, physical destruction or damage, taking or similar event with respect to any Collateral or and (B) if any excess remains after prepaying all of the sale (or series Borrowings as a result of sales) or other disposition an LC Exposure, pay to the Administrative Agent on behalf of Collateral or Material Trademarks, the Borrowers shall prepay Loans in Lenders an amount equal to such excess to be held as cash collateral as provided in Section 2.08(j). The Borrower shall be obligated to make such prepayment and/or deposit of cash collateral, if required, on the first (1st) Business Day succeeding the date the Parent, the Borrower and/or Finance Co issues Senior Notes; provided that all payments required to be made pursuant to this Section 3.04(c)(iv) must be made on or prior to the Termination Date. (v) Each prepayment of Borrowings pursuant to this Section 3.04(c) shall be applied, first, ratably to any ABR Borrowings then outstanding, and, second, to any Eurodollar Borrowings then outstanding, and if more than one hundred percent 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. (100%vi) Each prepayment of such Net Cash Proceeds, which Net Cash Proceeds shall promptly upon receipt thereof be deposited into a Blocked Account and payments therefrom Borrowings pursuant to this Section 3.04(c) shall be applied by the Administrative Agent for the account of the Lenders first ratably to the principal amount of outstanding Swingline Loans and second included in the prepaid Borrowings. Prepayments pursuant to this Section 3.04(c) shall be accompanied by accrued interest to the principal amount of outstanding Revolving Loans, without a corresponding reduction of the Aggregate Commitment; provided that such prepayment shall only be extent required (x) during a Cash Dominion Period or (y) if, after giving effect to any event described in this clause (ii), a Cash Dominion Period (without giving effect to any Cash Dominion Grace Period) would be triggeredby Section 3.02.

Mandatory Prepayments. (i) Except as provided in Section 2.8, if If at any time the Total Outstandings exceed sum of the lesser of (i) Loan Balance and the L/C Exposure exceeds the Borrowing Base and (ii) the Aggregate Commitmentthen in effect, the Borrowers shall repay promptly upon the earlier Borrower shall, within 60 days of (A) any Responsible Officer of the Administrative Borrower obtaining knowledge thereof and (B) demand notice from the Administrative AgentAgent of such occurrence, by payment (a) prepay, or make arrangements acceptable to the Administrative Lenders for the prepayment of, the amount of such excess for application on the Loan Balance, (b) provide additional Collateral, of character and value satisfactory to the Lenders in their sole discretion, to secure the amount of such excess by the execution and delivery to the Agent for the account benefit of the Lenders of Security Instruments in form and substance satisfactory to the Agent, or (c) effect any combination of the alternatives described in clauses (a) and (b) of this Section and acceptable to the Lenders in their sole discretion. In the event that a mandatory prepayment is required under this Section and the Loan Balance is less than the amount required to be prepaid, the Borrower shall repay the entire Loan Balance and, in accordance with the provisions of the relevant Letter of Credit Applications executed by the Borrower or otherwise to the satisfaction of the Lenders, an amount equal to such excess deposit 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, Agent for the benefit of the Lenders. (ii) If , as additional collateral securing the Obligations, an amount of cash, in immediately available funds, equal to the L/C Exposure minus the lesser of the most recent Revaluation Date aggregate Commitment Amounts or the Borrowing Base. The cash deposited with the Agent for the benefit of the Lenders in satisfaction of the requirement provided in this Section may be invested, at the sole discretion of the Lenders and for then only at the express direction of the Borrower as to investment vehicle and maturity (which shall be no later than the latest expiry date of any reason (including, without limitation, due to currency rate fluctuations) (A) the then outstanding Letter of Credit Obligations exceed the Letter of Credit Limit or (B) the outstanding Alternative Currency Letter of Credit Obligations exceed the Alternative Currency Letter of Credit SublimitCredit), then the Borrowers shall, promptly upon the earlier of (x) any Responsible Officer of the Administrative Borrower obtaining knowledge thereof and (y) demand from the Administrative Agent, by payment to the Administrative Agent for the account of the applicable Issuing Banks and Borrower in cash or cash equivalent investments offered by or through the Lenders, make a payment of cash collateral in an amount equal to such excess into a cash collateral account opened by the Administrative Agent, for the benefit of the applicable Issuing Banks and the Lenders. (iii) If at any time any Loan Party or any of its Subsidiaries shall receive Net Cash Proceeds from (A) any insurance or condemnation award payable by reason of theft, loss, physical destruction or damage, taking or similar event with respect to any Collateral or (B) the sale (or series of sales) or other disposition of Collateral or Material Trademarks, the Borrowers shall prepay Loans in an amount equal to one hundred percent (100%) of such Net Cash Proceeds, which Net Cash 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; provided that such prepayment shall only be required (x) during a Cash Dominion Period or (y) if, after giving effect to any event described in this clause (ii), a Cash Dominion Period (without giving effect to any Cash Dominion Grace Period) would be triggered.

Mandatory Prepayments. (i) Except as provided in Section 2.8, if at any time Borrower shall be required to make mandatory prepayments of the Total Outstandings exceed Term Loans upon each of the lesser of following: (i) the Borrowing Base and receipt by Borrower or any of its Affiliates of any damages or other amounts from Equipment Supplier under the Equipment Supply Agreement (ii) the Aggregate Commitment, the Borrowers shall repay promptly upon the earlier including as a result of (A) any Responsible Officer a delayed delivery pursuant to Section 4 of the Administrative Borrower obtaining knowledge thereof Equipment Supply Agreement and (B) demand from the Administrative Agent, as a result of any cancellation by payment Equipment Supplier pursuant to the Administrative Agent for the account Section 19 of the LendersEquipment Supply Agreement), in an amount equal to such excess with each such repayment applied first to (A) during the principal continuance of any Default or Event of Default, the amount of outstanding Swingline Loanssuch damages or other amounts, second to or (B) so long as there is not continuing any Default or Event of Default, such portion of the principal amount of outstanding Revolving such damages as Hermes Agent (at the instruction of Hermes) shall designate in writing as the amount (if any) of the Term Loans and third, no longer eligible for coverage under the Hermes Export Credit Guarantee Documents as a result of such payment of amounts by Equipment Supplier to Borrower; (ii) any failure of the Hermes Export Credit Guarantee Documents to be effective 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 portion of the Lenders. (ii) If as of the most recent Revaluation Date and for any reason (includingTerm Loans, without limitation, due to currency rate fluctuations) (A) the outstanding Letter of Credit Obligations exceed the Letter of Credit Limit or (B) the outstanding Alternative Currency Letter of Credit Obligations exceed the Alternative Currency Letter of Credit Sublimit, then the Borrowers shall, promptly upon the earlier of (x) any Responsible Officer of the Administrative Borrower obtaining knowledge thereof and (y) demand from the Administrative Agent, by payment to the Administrative Agent for the account of the applicable Issuing Banks and the Lenders, make a payment of cash collateral in an amount equal to such excess into a cash collateral account opened by the Administrative Agent, for the benefit portion of the applicable Issuing Banks and the Lenders.Term Loans; and (iii) If at the refund to Borrower of any time any Loan Party or any of its Subsidiaries shall receive Net Cash Proceeds from (A) any insurance or condemnation award payable Hermes Guarantee Fees by reason of theft, loss, physical destruction or damage, taking or similar event with respect to any Collateral or (B) the sale (or series of sales) or other disposition of Collateral or Material Trademarks, the Borrowers shall prepay Loans Hermes in an amount equal to one hundred percent the Hermes Guarantee Fee Refund. Any such prepayment (100%including any deemed prepayment with the Hermes Guarantee Fee Refund made in accordance with 2.6.1) shall (A) include payment by Borrower of accrued and unpaid interest on the Term Loans being prepaid and any fees, breakage costs and other charges payable in connection with such Net Cash Proceedsa prepayment under the terms of this Agreement (including Section 3.7), which Net Cash Proceeds shall promptly upon receipt thereof be deposited into a Blocked Account if any, and payments therefrom shall (B) be applied by to remaining amortization payments and the Administrative Agent for the account payments at final maturity thereof (1) in inverse order 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; provided that such prepayment shall only be required (x) during a Cash Dominion Period maturity or (y2) ifon a pro rata basis, after giving effect to any event described in this clause at the option of Hermes Agent (iiacting at the instruction of Hermes), a Cash Dominion Period (without giving effect to any Cash Dominion Grace Period) would . Amounts prepaid as mandatory prepayments of Term Loans may not be triggeredre-borrowed.

Mandatory Prepayments. (i) Except as provided in Section 2.8, if If at any time the Total Revolving Credit Outstandings exceed the lesser of Revolving Credit Commitment (i) other than to the Borrowing Base and (ii) the Aggregate Commitmentextent resulting from fluctuations in currency exchange rates), the Borrowers shall Borrower agrees to repay promptly immediately upon the earlier of (A) any Responsible Officer of the Administrative Borrower obtaining knowledge thereof and (B) demand notice from the Administrative Agent, by payment to the Administrative Agent for the account of the Revolving Credit Lenders, Extensions of Credit in an amount equal to such excess with each such repayment applied first first, to the principal amount of outstanding Swingline Loans, second to the principal amount of outstanding Revolving Credit Loans and third, with respect to any Letters of Credit then outstanding, to a payment of cash collateral Cash Collateral into a cash collateral Cash Collateral account opened by the Administrative Agent, for the benefit of the Revolving Credit Lenders, in an amount equal to such excess remaining after taking into account any Cash Collateral already on deposit with the Administrative Agent with respect to Letters of Credit (such Cash Collateral to be applied in accordance with Section 12.2(b), except that, unless an Event of Default has occurred and is continuing, such Cash Collateral shall not be applied to any other Secured Obligations and shall be released to the Borrower as and to the extent such excess is reduced, notwithstanding that other Secured Obligations remain outstanding). (ii) If as at any time the Revolving Credit Outstandings exceed 105% of the most recent Revaluation Date and for any reason (including, without limitation, due to currency rate fluctuations) (A) the outstanding Letter of Revolving Credit Obligations exceed the Letter of Credit Limit or (B) the outstanding Alternative Currency Letter of Credit Obligations exceed the Alternative Currency Letter of Credit SublimitCommitment, then to the Borrowers shallextent resulting from fluctuations in currency exchange rates, promptly the Borrower agrees to repay immediately upon the earlier of (x) any Responsible Officer of the Administrative Borrower obtaining knowledge thereof and (y) demand notice from the Administrative Agent, by payment to the Administrative Agent for the account of the applicable Issuing Banks and the Revolving Credit Lenders, make a payment Extensions of cash collateral Credit in 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 Credit Loans and third, with respect to any Letters of Credit then outstanding, a payment of Cash Collateral into a cash collateral Cash Collateral account opened by the Administrative Agent, for the benefit of the applicable Issuing Banks and the Revolving Credit Lenders. (iii) If at any time any Loan Party or any of its Subsidiaries shall receive Net Cash Proceeds from (A) any insurance or condemnation award payable by reason of theft, loss, physical destruction or damage, taking or similar event with respect to any Collateral or (B) the sale (or series of sales) or other disposition of Collateral or Material Trademarks, the Borrowers shall prepay Loans in an amount equal to one hundred percent (100%) of such Net excess remaining after taking into account any Cash Proceeds, which Net Cash Proceeds shall promptly upon receipt thereof be deposited into a Blocked Account and payments therefrom shall be applied by Collateral already on deposit with the Administrative Agent for the account with respect to Letters of the Lenders first Credit (such Cash Collateral to be applied in accordance with Section 12.2(b), except that, unless an Event of Default has occurred and is continuing, such Cash Collateral shall not be applied to any other Secured Obligations and shall be released to the principal amount of outstanding Swingline Loans Borrower as and second to the principal amount of outstanding Revolving Loansextent such excess is reduced, without a corresponding reduction of the Aggregate Commitment; provided notwithstanding that such prepayment shall only be required (x) during a Cash Dominion Period or (y) if, after giving effect to any event described in this clause (iiother Secured Obligations remain outstanding), a Cash Dominion Period (without giving effect to any Cash Dominion Grace Period) would be triggered.

Mandatory Prepayments. If at any time: (a) the Dollar Equivalent Amount of the sum of (i) Except as provided all outstanding Loans denominated in Section 2.8an Alternate Currency, if at any time (ii) all outstanding Loans denominated in Dollars made against the Total Outstandings exceed Alternate Currency Commitments, (iii) the outstanding Dollar Equivalent Amount of the Letter of Credit Usage for Alternate Currency Letters of Credit, and (iv) the Letter of Credit Usage for Letters of Credit denominated in Dollars issued against the Alternate Currency Commitments, so determined by the Administrative Agent, in the aggregate, exceeds 105% of the Alternate Currency Commitment, the Borrower shall repay (and cause the applicable Qualified Borrowers to repay) such Loans in an amount (such amount, the “Alternate Currency Excess”) equal to the lesser of (x) the amount necessary to eliminate such excess and (y) the aggregate amount of 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 Alternate Currency Commitments in the amount necessary to eliminate such excess; or (b) the Dollar Equivalent Amount of the sum of (i) the Borrowing Base all outstanding Loans and (ii) the Aggregate Commitment, the Borrowers shall repay promptly upon the earlier of (A) any Responsible Officer outstanding Dollar Equivalent Amount 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 Letter of Credit then outstanding, to a payment of cash collateral into a cash collateral account opened Usage so determined by the Administrative Agent, for in the benefit aggregate, exceeds 105% of the Lenders. Commitments, the Borrower shall repay (iiand cause the applicable Qualified Borrowers to repay) If as of such Loans in an amount (such amount, the most recent Revaluation Date and for any reason (including, without limitation, due “Commitment Excess”) equal to currency rate fluctuations) (A) the outstanding Letter of Credit Obligations exceed the Letter of Credit Limit or (B) the outstanding Alternative Currency Letter of Credit Obligations exceed the Alternative Currency Letter of Credit Sublimit, then the Borrowers shall, promptly upon the earlier lesser of (x) any Responsible Officer of the Administrative Borrower obtaining knowledge thereof amount necessary to eliminate such excess and (y) demand from the Administrative Agentaggregate amount of such Loans, by payment to the Administrative Agent for the account of the applicable Issuing Banks and the Lenders, make a payment of cash collateral in an amount equal to if such excess into a cash collateral account opened is not eliminated by reason of such prepayment Borrower will pay to the Administrative Agent, for deposit in the benefit Letter of the applicable Issuing Banks and the Lenders. (iii) If at any time any Loan Party or any of its Subsidiaries shall receive Net Credit Collateral Account, Cash Proceeds from (A) any insurance or condemnation award payable by reason of theft, loss, physical destruction or damage, taking or similar event Collateral with respect to any Collateral or (B) the sale (or series Letters of sales) or other disposition of Collateral or Material Trademarks, Credit in the Borrowers shall prepay Loans in an amount equal necessary to one hundred percent (100%) of eliminate such Net Cash Proceeds, which Net Cash 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; provided that such prepayment shall only be required (x) during a Cash Dominion Period or (y) if, after giving effect to any event described in this clause (ii), a Cash Dominion Period (without giving effect to any Cash Dominion Grace Period) would be triggeredexcess.

Mandatory Prepayments. (i) Except as provided in Section 2.8If, if at on any time the Total Outstandings exceed the lesser of (i) the Borrowing Base and (ii) the Aggregate Commitmentday, the Borrowers aggregate Credit Exposure of all Lenders exceeds the Maximum Loan Amount as of such day for any reason, then the Borrower shall repay promptly 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 pay 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 immediately available funds and (B) provide Cash Collateral for LC Exposure as specified in Section 2.22 in such amounts so that the aggregate Credit Exposure of all Lenders does not exceed the Maximum Loan Amount, in either case, within five Business Days after notice from the Administrative Agent to prepay the Loans and Cash Collateralize the LC Exposure in an aggregate amount equal to such excess; provided that if the aggregate Credit Exposure of all Lenders exceeds the Maximum Loan Amount because of a disqualification of a Borrowing Base Property pursuant to Section 2.05(d), then the Borrower shall have the 30 days set forth in Section 2.05(d) to make such payment. (ii) If [reserved]. (iii) On the first Business Day of each Fiscal Quarter prior to the Maturity Date, the Administrative Agent shall promptly determine the aggregate outstanding principal amount of all Loans and Letters of Credit (for which purpose the outstanding principal amount of any Loan that is denominated in any Foreign Currency and the LC Exposure relating to any Letter of Credit issued in a Foreign Currency shall be deemed to be the Dollar Equivalent (determined as of such Business Day prior to 11:00 a.m. (New York City time)) of the most recent Revaluation Date amount in the Foreign Currency of such Loan or Letter of Credit). Upon making such determination, the Administrative Agent shall promptly notify the Lenders and for any reason (includingthe Borrower thereof. If, without limitation, due to currency rate fluctuations) on the date of such determination (A) the outstanding Letter aggregate Credit Exposure exceeds the Maximum Loan Amount as of Credit Obligations exceed the Letter of Credit Limit such date or (B) the outstanding Alternative Currency Letter aggregate LC Exposure of Credit Obligations exceed all Issuing Banks (determined for purposes of this clause (B) without giving effect to the Alternative Currency Letter participations therein of Credit the Lenders pursuant to Section 2.06(d)) exceeds the LC Sublimit, then the Borrowers Borrower shall, promptly upon the earlier of (x) any Responsible Officer of the Administrative Borrower obtaining knowledge thereof and (y) demand within five Business Days after notice from the Administrative Agent, by payment to (1) in the Administrative Agent for the account case of the applicable Issuing Banks and the Lenders, make a payment of cash collateral situation set forth in an amount equal to such excess into a cash collateral account opened by the Administrative Agent, for the benefit of the applicable Issuing Banks and the Lenders. (iii) If at any time any Loan Party or any of its Subsidiaries shall receive Net Cash Proceeds from clause (A) any insurance or condemnation award payable by reason of theftabove, loss, physical destruction or damage, taking or similar event with respect to any Collateral or (B) prepay the sale (or series of sales) or other disposition of Collateral or Material Trademarks, the Borrowers shall prepay Loans in an amount equal to one hundred percent (100%) of such Net Cash Proceeds, which Net Cash 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; provided so that such prepayment shall only be required (x) during a Cash Dominion Period or (y) if, after giving effect to any event described thereto the aggregate Credit Exposure does not exceed the Maximum Loan Amount or (2) in the case of the situation set forth in clause (B) above, provide Cash Collateral for LC Exposure as specified in Section 2.22 in such amounts so that the aggregate LC Exposure of all Issuing Banks (determined for purposes of this clause (ii), a Cash Dominion Period (2) without giving effect to any Cash Dominion Grace Periodthe participations therein of the Lenders pursuant to Section 2.06(d)) would be triggereddoes not exceed the LC Sublimit.

Mandatory Prepayments. (i) Except as provided in Section 2.8, if If at any time the Total Outstandings exceed the lesser of time: (iA) the Borrowing Base and (ii) Dollar Equivalent Amount of the Outstandings at such time exceeds an amount equal to 105% of Aggregate Commitment, the Borrowers shall repay promptly upon the earlier of (A) any Responsible Officer of the Administrative Borrower obtaining knowledge thereof and or (B) demand the Dollar Equivalent Amount of all Revolving Credit Loans denominated in Alternative Currencies at such time exceeds an amount equal to 105% of the Alternative Currency Loan Commitment, the Borrower agrees to repay immediately upon notice from the Administrative Agent, by payment to the Administrative Agent for the account of the Lenders, Extensions of Credit in an aggregate amount sufficient to reduce the Dollar Equivalent Amount of (x) such Outstandings as of such date of payment to an amount equal not to exceed 100% of the Aggregate Commitment or (y) such excess Revolving Credit Loans as of such date of payment to an amount not to exceed 100% of the Alternative Currency Loan Commitment, in each case, with each such repayment applied first first, to the principal amount of outstanding Swingline Loans, second to the principal amount of outstanding Revolving Credit Loans and third, if an Event of Default has occurred and is continuing, as a payment of Cash Collateral with respect to any Letters of Credit then outstanding, to a payment of cash collateral outstanding into a cash collateral Cash Collateral account opened by the Administrative Agent, for the benefit of the Lenders. (ii) If as of the most recent Revaluation Date and for any reason (including, without limitation, due to currency rate fluctuations) (A) the outstanding Letter of Credit Obligations exceed the Letter of Credit Limit or (B) the outstanding Alternative Currency Letter of Credit Obligations exceed the Alternative Currency Letter of Credit Sublimit, then the Borrowers shall, promptly upon the earlier of (x) any Responsible Officer of the Administrative Borrower obtaining knowledge thereof and (y) demand from the Administrative Agent, by payment to the Administrative Agent for the account of the applicable Issuing Banks and the Lenders, make a payment of cash collateral in an amount equal to such excess into a cash collateral account opened by the Administrative Agent, for the benefit of the applicable Issuing Banks and the Lenders(such Cash Collateral to be applied in accordance with Section 10.2(b)). (iiiii) If at any time any Loan Party the Borrower or any of its Subsidiaries shall receive receives Net Cash Proceeds from any Asset Disposition or Insurance and Condemnation Event (other than any Asset Disposition permitted pursuant to, and in accordance with, Sections 9.5(a) through (e)) and any such transaction results in the receipt by the Borrower and its Subsidiaries of aggregate Net Cash Proceeds in excess of $10,000,000 in any Fiscal Year (any such transaction or series of related transactions being a “Relevant Transaction”), the Borrower shall (A) any insurance or condemnation award payable by reason give written notice to the Administrative Agent thereof promptly after the date of theft, loss, physical destruction or damage, taking or similar event with respect to any Collateral or receipt of such Net Cash Proceeds and (B) except to the sale extent the Borrower elects in such notice to reinvest all or a portion of such Net Cash Proceeds as provided below, make mandatory prepayments of Loans and/or Cash Collateralize L/C Obligations in the order set forth in clause (i) above in amounts equal to 100% of all Net Cash Proceeds received from such Relevant Transaction within five (5) Business Days of receipt thereof by the Borrower or series such Subsidiary; provided that, at the option of sales) or other disposition of Collateral or Material Trademarksthe Borrower, the Borrowers shall prepay Loans Borrower may reinvest all or any portion of such Net Cash Proceeds in an amount equal assets useful for its business within 365 days following receipt of such Net Cash Proceeds (or, if the Borrower or the relevant Subsidiary thereof, as applicable, has contractually committed in writing within 365 days following receipt of such Net Cash Proceeds to one hundred percent (100%) reinvest such Net Cash Proceeds, 547 days following receipt of such Net Cash Proceeds); provided further, which that if any such Net Cash Proceeds are no longer intended to be so reinvested at any time after the occurrence of the Relevant Transaction, an amount equal to any such Net Cash Proceeds shall promptly upon receipt thereof be deposited into a Blocked Account and payments therefrom shall be immediately applied by the Administrative Agent for the account of the Lenders first to the principal amount prepayment of outstanding Swingline Loans and second to and/or Cash Collateralize L/C Obligations in the principal amount of outstanding Revolving Loans, without a corresponding reduction of the Aggregate Commitment; provided that such prepayment shall only be required (x) during a Cash Dominion Period or (y) if, after giving effect to any event described order set forth in this clause (ii), a Cash Dominion Period (without giving effect to any Cash Dominion Grace Periodi) would be triggeredabove.

Mandatory Prepayments. (ia) Except as provided in Section 2.8If, if at any time and from time to time, the Total Outstandings Aggregate Outstanding Extensions of Credit exceed the lesser of (i) the Borrowing Base and (ii) the Aggregate Commitment, the Borrowers Company shall immediately, first, repay promptly upon the earlier Loans and, second, make payments necessary to cause Payment Obligations in respect of (A) any Responsible Officer of the Administrative Borrower obtaining knowledge thereof and (B) demand from the Administrative Agent, by payment L/C Obligations to the Administrative Agent for the account of the Lenders, be Fully Satisfied in an aggregate 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 Lendersexcess. (iib) If as of on any date Holdings, the most recent Revaluation Date and for any reason (including, without limitation, due to currency rate fluctuations) (A) the outstanding Letter of Credit Obligations exceed the Letter of Credit Limit or (B) the outstanding Alternative Currency Letter of Credit Obligations exceed the Alternative Currency Letter of Credit Sublimit, then the Borrowers shall, promptly upon the earlier of (x) any Responsible Officer of the Administrative Borrower obtaining knowledge thereof and (y) demand from the Administrative Agent, by payment to the Administrative Agent for the account of the applicable Issuing Banks and the Lenders, make a payment of cash collateral in an amount equal to such excess into a cash collateral account opened by the Administrative Agent, for the benefit of the applicable Issuing Banks and the Lenders. (iii) If at any time any Loan Party Company or any of its Subsidiaries shall receive Net Cash Proceeds from (A) any insurance Asset Sale or condemnation award payable by reason of theft, loss, physical destruction or damage, taking or similar event with respect to any Collateral or (B) the sale (or series of sales) or other disposition of Collateral or Material Trademarks, the Borrowers shall prepay Loans in an amount equal to one hundred percent (100%) of Recovery Event then such Net Cash Proceeds, which Net Cash Proceeds shall promptly upon receipt thereof be deposited into a Blocked Account and payments therefrom shall be applied by on such date toward 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 CommitmentCommitments; provided that provided, that, notwithstanding the foregoing, such prepayment Commitments need not be permanently reduced pursuant to this subsection 4.3(b) until Holdings, the Company or any of its Subsidiaries shall only have received at least $5,000,000 in Net Cash Proceeds in the aggregate, at which time, such $5,000,000 in Net Cash Proceeds and all further Net Cash Proceeds from any Asset Sales or Recovery Event shall be promptly applied to the permanent reduction of the Commitments upon receipt. (c) If, as a result of the making of any payment required (x) during to be made pursuant to this subsection 0, the Company would incur costs pursuant to subsection 0, the Company may deposit the amount of such payment with the Administrative Agent, for the benefit of the Lenders, in a Cash Dominion cash collateral account, until the end of the applicable Interest Period or (y) ifat which time such payment shall be made. The Company hereby grants to the Administrative Agent, after giving effect to any event described in this clause (ii)for the benefit of the Lenders, a Cash Dominion Period security interest in all amounts from time to time on deposit in such cash collateral account and expressly waives all rights (without giving effect which rights the Company hereby acknowledges and agrees are vested exclusively in the Administrative Agent) to exercise dominion or control over any Cash Dominion Grace Period) would be triggeredsuch amounts.

Mandatory Prepayments. (i) Except as provided in Section 2.8, if at any time the Total Outstandings exceed the lesser In case of (i) the Borrowing Base and (ii) the Aggregate Commitment, the Borrowers shall repay promptly upon the earlier of (A) any Responsible Officer of the Administrative Borrower obtaining knowledge thereof and (B) demand from the Administrative Agent, receipt 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. (ii) If as of the most recent Revaluation Date and for any reason (including, without limitation, due to currency rate fluctuations) (A) the outstanding Letter of Credit Obligations exceed the Letter of Credit Limit or (B) the outstanding Alternative Currency Letter of Credit Obligations exceed the Alternative Currency Letter of Credit Sublimit, then the Borrowers shall, promptly upon the earlier of (x) any Responsible Officer of the Administrative Borrower obtaining knowledge thereof and (y) demand from the Administrative Agent, by payment to the Administrative Agent for the account of the applicable Issuing Banks and the Lenders, make a payment of cash collateral in an amount equal to such excess into a cash collateral account opened by the Administrative Agent, for the benefit of the applicable Issuing Banks and the Lenders. (iii) If at any time any Loan Party or any of its Subsidiaries shall receive of any Net Cash Proceeds from (A) any insurance Asset Sale Proceeds, in excess, individually or condemnation award payable by reason in the aggregate, of theft, loss, physical destruction or damage, taking or similar event with respect to any Collateral or (B) the sale U.S.$25,000,000 (or series of sales) or the equivalent thereof in other disposition of Collateral or Material Trademarkscurrencies), the Borrowers Borrower shall prepay Loans the Loans, on the Business Day immediately succeeding the day of receipt of such Net Asset Sale Proceeds, in an amount equal to one hundred percent the lesser of (100%x) the aggregate principal of, and interest on, the Loans then outstanding, and (y) the aggregate amount of such Net Cash Asset Sale Proceeds. (ii) In case of receipt by any Loan Party or any of its Subsidiaries of any Net Equity Issuance Proceeds, which in excess, individually or in the aggregate, of 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 Cash 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 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 lesser of (x) the 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 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 upon 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 deposited extended for up to 30 days thereafter if the Borrower or the applicable Guarantor has entered into a Blocked Account 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 payments therefrom their Subsidiaries in the 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 (iv) no later than on the Administrative Agent for Business Day immediately following the account expiration of the Lenders first 60-day (or, if applicable, 90 day) period mentioned above. (v) In the event a Change in Control occurs, the Borrower shall, concurrently with (and on the same day of) the occurrence of such 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 principal amount lesser of outstanding Swingline Loans and second to the principal amount of outstanding Revolving Loans, without a corresponding reduction of the Aggregate Commitment; provided that such prepayment shall only be required (x) during a Cash Dominion Period or the aggregate principal of and interest on the Dollar Loans then outstanding, and (y) ifthe aggregate amount of such Dollar Takeout Net Debt Issuance Proceeds, after giving effect to any event described in this clause (ii), a Cash Dominion Period (without giving effect to any Cash Dominion Grace Period) would be triggered.and

Mandatory Prepayments. (i) Except as provided in Section 2.8If the Administrative Agent notifies the Borrower, if at any time time, that the Total Outstandings exceed Dollar Equivalent with respect to Loans denominated in any Foreign Currency plus the lesser then outstanding amount of (i) the Borrowing Base and (ii) Loans denominated in Dollars, exceeds the Aggregate Commitment, then the Borrowers Borrower shall repay promptly upon the earlier of (A) any Responsible Officer of the Administrative Borrower obtaining knowledge thereof and (B) demand from the Administrative Agentwithin five business days, by payment prepay such Loans or take such other action, in each case, to the Administrative Agent for the account of the Lenders, an amount equal extent necessary to eliminate any 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 Lendersexcess. (ii) If In the event that the Borrower actually receives or is deemed to have received (pursuant to clause (vii) of the definition of Debt Issuance) any Net Cash Proceeds arising from any Debt Issuance, in each case after the Effective Date, then the Borrower shall prepay the Loans outstanding as of the most recent Revaluation Date and for any reason date of receipt (including, without limitation, due to currency rate fluctuationsor deemed receipt in the case of clause (vii) (A) the outstanding Letter of Credit Obligations exceed the Letter of Credit Limit or (B) the outstanding Alternative Currency Letter of Credit Obligations exceed the Alternative Currency Letter of Credit Sublimit, then the Borrowers shall, promptly upon the earlier of (x) any Responsible Officer of the Administrative Borrower obtaining knowledge thereof and (ydefinition of Debt Issuance) demand from the Administrative Agent, by payment to the Administrative Agent for the account of the applicable Issuing Banks and the Lenders, make a payment of cash collateral such Net Cash Proceeds in an amount equal to the Ratable Amount of 50% of such excess into a cash collateral account opened by the Administrative Agent, for the benefit of the applicable Issuing Banks and the Lenders. (iii) If at any time any Loan Party or any of its Subsidiaries shall receive Net Cash Proceeds from not later than five (A5) any insurance or condemnation award payable by reason of theft, loss, physical destruction or damage, taking or similar event with respect to any Collateral or (B) Business Days following the sale receipt (or series deemed receipt in the case of salesclause (vii) or other disposition of Collateral or Material Trademarks, the Borrowers shall prepay Loans in an amount equal to one hundred percent (100%definition of Debt Issuance) by the Borrower of such Net Cash Proceeds, which . The Borrower shall promptly (and not later than the date of receipt thereof) notify the Administrative Agent of the receipt by the Borrower of such Net Cash Proceeds shall promptly upon receipt thereof be deposited into a Blocked Account and payments therefrom from any Debt Issuance. Each prepayment of Loans shall be applied by the Administrative Agent for the account of ratably to the Lenders first in accordance with their respective Pro Rata Shares thereof and shall be accompanied by accrued interest and fees on the amount prepaid to the principal amount date fixed for prepayment, plus, in the case of outstanding Swingline Loans and second any Eurocurrency Loans, any amounts due to the principal amount of outstanding Revolving Loans, without a corresponding reduction of the Aggregate Commitment; provided that such prepayment shall only be required (x) during a Cash Dominion Period or (y) if, after giving effect to any event described in this clause (ii), a Cash Dominion Period (without giving effect to any Cash Dominion Grace Period) would be triggeredLenders under Section 3.04.

Mandatory Prepayments. (i) Except as provided in Section 2.8, if at If on any time day the Total Outstandings exceed sum of the lesser of (i) Revolver Usage exceeds the Borrowing Base and (ii) the Aggregate CommitmentBase, the Borrowers Borrower shall repay promptly upon the earlier of (A) any Responsible Officer of the Administrative Borrower obtaining knowledge thereof and (B) demand from the Administrative Agent, by payment immediately pay to the Administrative Agent for the account of the Lenders, an amount equal to such excess with each such repayment to be applied first to the outstanding 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 LendersAdvances. (ii) If as of on any day the most recent Revaluation Date and for any reason (includingRevolver Commitment is terminated, without limitation, due to currency rate fluctuations) (A) Borrower shall immediately repay the outstanding Letter of Credit Obligations exceed the Letter of Credit Limit or (B) the outstanding Alternative Currency Letter of Credit Obligations exceed the Alternative Currency Letter of Credit Sublimit, then the Borrowers shall, promptly upon the earlier of (x) any Responsible Officer of the Administrative Borrower obtaining knowledge thereof and (y) demand from the Administrative Agent, by payment to the Administrative Agent for the account of the applicable Issuing Banks and the Lenders, make a payment of cash collateral in an amount equal to such excess into a cash collateral account opened by the Administrative Agent, for the benefit of the applicable Issuing Banks and the LendersTerm Loan. (iii) If at any time the Fixed Asset Coverage Ratio is less than 0.50 to 1.0, Borrower shall immediately pay to Agent an amount equal to such excess, to be applied to the principal installments of the Term Loan in the inverse order of maturity. Agent shall have the right to have the Eligible Equipment and the Eligible Real Property Collateral reappraised by a qualified appraisal company selected by Agent in its Permitted Discretion from time to time after the Closing Date for the purposes of the definition of "Term Loan Amount" and this SECTION 2.4(C)(III), provided that, so long as no Event of Default has occurred and is continuing, appraisals of the Eligible Equipment shall not be conducted more frequently than once each calendar year and appraisals of the Eligible Real Property Collateral shall not be conducted more frequently than once each calendar year. (iv) Immediately upon any Loan Party sale or any disposition by Borrower of its Subsidiaries shall receive Net Cash Proceeds from property or assets (Aother than a Permitted Disposition described in clauses (b), (c), (d), (e) or (f) of the definition of such term) or the receipt by Borrower of the proceeds of any insurance or condemnation award payable by reason of theft, loss, physical destruction or damage, taking or similar event policy with respect to any Collateral Inventory, Equipment or (B) the sale (Real Property or series of sales) condemnation awards with respect to Inventory, Equipment or other disposition of Collateral or Material TrademarksReal Property, the Borrowers Borrower shall prepay Loans the outstanding principal amount of the Term Loan and the Advances in accordance with SECTION 2.4(D) in an amount equal to one hundred percent (100%) % of such Net Cash Proceeds, which the Net Cash Proceeds or the insurance or condemnation proceeds received by such Person in connection with such sales or dispositions or such casualty or condemnation event to the extent that the aggregate amount of Net Cash Proceeds or proceeds of insurance or condemnation awards received by Borrower (and not paid to Agent as a prepayment of the Term Loan and the Advances) for all such sales or dispositions shall promptly upon exceed, since the Closing Date, (A) $500,000 in the case of Net Cash Proceeds of sales or dispositions and (B) $1,000,000 in the case of proceeds of insurance or condemnation awards (other than sales or dispositions of Inventory, Equipment or Real Property or insurance proceeds or condemnation awards with respect to Inventory, Equipment or Real Property as to which, except as otherwise provided in SECTION 6.7(B), no minimum amount will apply), PROVIDED, that, except during the continuance of an Event of Default, proceeds from any insurance policy or condemnation award with respect to either of the facilities located in Boca Raton, Florida shall not be required to be so applied to the extent that such proceeds are used to replace, repair or restore the applicable facility located in Boca Raton, Florida if (i) the amount of proceeds received in respect of such insurance policy or condemnation award is less than $2,000,000, (ii) Borrower delivers a certificate to Agent within 30 days after the date of such loss, destruction or taking stating that such proceeds shall be used to replace, repair or restore the applicable facility located in Boca Raton, Florida within a period specified in such certificate not to exceed 180 days after the receipt thereof of such proceeds (which certificate shall set forth estimates of the proceeds to be so expended) and (iii) such proceeds are deposited into in a Blocked Account DDA subject to a Control Agreement. If all or any portion of such proceeds not so applied to the prepayment of the Term Loan and payments therefrom Advances in accordance with this SUBCLAUSE (IV) are not used in accordance with the preceding sentence within such 180 day period, such remaining portion shall be applied to the Term Loan and Advances in accordance with this SUBCLAUSE (IV) on the last day of such specified period. Borrower shall not be obligated under this Agreement and the other Loan Documents to replace, repair or restore the applicable facility located in Boca Raton, Florida to the extent, but only to the extent, that the proceeds received in respect of any insurance policy or condemnation award are applied to the Term Loan or the Advances. Nothing contained in this SUBCLAUSE (IV) shall permit Borrower to sell or otherwise dispose of any property or assets other than in accordance with SECTION 7.4. (v) Upon the receipt by Borrower of any Extraordinary Receipts during the Administrative continuance of an Event of Default, Borrower shall prepay the outstanding principal of the Term Loan and the Advances in accordance with Section 2.4(d) below in an amount equal to 100% of such Extraordinary Receipts, net of any reasonable expenses incurred in collecting such Extraordinary Receipts. (vi) Within ten (10) Business Days of delivery to Agent of each of the audited annual financial statements pursuant to SECTION 6.3(B) or, if such financial statements are not delivered to Agent on the date such statements are required to be delivered pursuant to SECTION 6.3(B), ten (10) Business Days after the date such statements are required to be delivered to Agent pursuant to SECTION 6.3(B), Borrower shall pay to Agent an amount equal to 25% of the Excess Cash Flow for the account of the Lenders first Fiscal Year covered by such financial statements, 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; provided that such prepayment shall only be required (x) during a Cash Dominion Period or (y) if, after giving effect to any event described applied in this clause (iiaccordance with SECTION 2.4(D), a Cash Dominion Period (without giving effect to any Cash Dominion Grace Period) would be triggered.

Mandatory Prepayments. (ia) Except [Reserved]. (b) [Reserved]. (c) [Reserved]. (d) On each Fee Payment Date, the Administrative Agent shall determine the Total Multicurrency Extensions of Credit as of the last day of the related Fee Payment Period. If, as of the last day of any Fee Payment Period, the Total Multicurrency Extensions of Credit exceeds the Total Multicurrency Commitments then in effect by 5% or more, then the Administrative Agent shall notify the Company and, within five Business Days of such notice, the Company or the relevant Subsidiary Borrower shall prepay Multicurrency Loans in an aggregate principal amount at least equal to such excess; provided, that the failure of the Administrative Agent to determine the Total Multicurrency Extensions of Credit as provided in this Section 2.82.16(d) shall not subject the Administrative Agent to any liability hereunder. (e) On each Fee Payment Date, if the Administrative Agent shall determine the Total L/C Tranche Extensions of Credit as of the last day of the related Fee Payment Period. If, as of the last day of any Fee Payment Period, the Total L/C Tranche Extensions of Credit exceeds the Total L/C Tranche Commitments then in effect by 5% or more, then the Administrative Agent shall notify the Company and, within five Business Days of such notice, the Company or the relevant Subsidiary Borrower shall prepay L/C Tranche Loans or Collateralize outstanding Letters of Credit in an aggregate principal or face amount at least equal to such excess; provided, that the failure of the Administrative Agent to determine the Total L/C Tranche Extensions of Credit as provided in this Section 2.16(e) shall not subject the Administrative Agent to any liability hereunder. (f) The Brazilian Administrative Agent shall determine the Total Brazilian Extensions of Credit on a quarterly basis as detailed in the Brazilian Bank Certificates. If, as of any quarterly date of determination, the Total Brazilian Extensions of Credit exceeds the Total Brazilian Commitments then in effect by 5% or more, then the Brazilian Administrative Agent shall notify the Administrative Agent and the Company and, within five Business Days of such notice, the Company or the relevant Subsidiary Borrower shall prepay the Brazilian Loans in an aggregate principal amount at least equal to such excess; provided, that the failure of the Brazilian Administrative Agent to determine the Total Brazilian 509265-1725-14038-Active.16338633 Extensions of Credit as provided in this Section 2.16(f) shall not subject the Brazilian Administrative Agent to any liability hereunder. (g) If at any time the Total Outstandings Consolidated GMF Exposure shall exceed the lesser of (i) the Borrowing Base and (ii) the Aggregate Commitment$2 billion, the Borrowers shall repay promptly upon Company, GMF or any Subsidiary of GMF shall, within one (1) Business Day, prepay the earlier of (A) any Responsible Officer of then outstanding Total Consolidated GMF Exposure by 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 Lenderssuch excess. (ii) If as of the most recent Revaluation Date and for any reason (including, without limitation, due to currency rate fluctuations) (A) the outstanding Letter of Credit Obligations exceed the Letter of Credit Limit or (B) the outstanding Alternative Currency Letter of Credit Obligations exceed the Alternative Currency Letter of Credit Sublimit, then the Borrowers shall, promptly upon the earlier of (x) any Responsible Officer of the Administrative Borrower obtaining knowledge thereof and (y) demand from the Administrative Agent, by payment to the Administrative Agent for the account of the applicable Issuing Banks and the Lenders, make a payment of cash collateral in an amount equal to such excess into a cash collateral account opened by the Administrative Agent, for the benefit of the applicable Issuing Banks and the Lenders. (iii) If at any time any Loan Party or any of its Subsidiaries shall receive Net Cash Proceeds from (A) any insurance or condemnation award payable by reason of theft, loss, physical destruction or damage, taking or similar event with respect to any Collateral or (B) the sale (or series of sales) or other disposition of Collateral or Material Trademarks, the Borrowers shall prepay Loans in an amount equal to one hundred percent (100%) of such Net Cash Proceeds, which Net Cash 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; provided that such prepayment shall only be required (x) during a Cash Dominion Period or (y) if, after giving effect to any event described in this clause (ii), a Cash Dominion Period (without giving effect to any Cash Dominion Grace Period) would be triggered.

Mandatory Prepayments. (a) If at any time (i) Except as provided in Section 2.8the sum of the aggregate outstanding principal amount of the Revolving Credit Loans, if at any time the Total Outstandings exceed Swing Loans and the Letter of Credit Liabilities exceeds the lesser of (ix) Total Revolving Credit Commitment, or (y) the Borrowing Base and Availability minus the principal amount of the Outstanding Term Loans, or (ii) the Aggregate Commitmentsum of the aggregate outstanding principal amount of the Revolving Credit Loans, the Borrowers shall repay promptly upon Term Loans, the earlier Swing Loans and the Letter of Credit Liabilities exceeds the lesser of (Ax) any Responsible Officer of the Administrative Borrower obtaining knowledge thereof Total Commitment and (By) demand from the Administrative AgentBorrowing Base Availability, by payment then the Borrower shall, within five (5) Business Days of such occurrence pay the amount of such excess to the Administrative Agent for the account respective accounts of the LendersRevolving Credit Lenders (in the case of clause (i)(x)) or all of the Lenders (in the case of clauses (i)(y) and (ii)), an amount equal to such excess with each such repayment applied first as applicable, for application to the principal 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 the Agent cash in any additional amount necessary to secure the Outstanding Letter of Credit Liabilities, except that the amount of outstanding Swingline Loans, second any Swing Loans shall be paid solely 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 LendersSwing Loan Lender. (iib) If as Upon the occurrence of any and all capital events by REIT, the most recent Revaluation Date and for Borrower or any reason (of their respective Subsidiaries, including, without limitation, due to currency rate fluctuations) all asset sales, refinancings and financings (A) secured, unsecured or otherwise), recapitalizations, equity issuances and other similar capital transactions consummated by REIT, the outstanding Borrower or any Subsidiary thereof (for the avoidance of doubt, excluding the borrowing or issuance of any Loan or Letter of Credit Obligations exceed or other capital event occurring under the Letter of Credit Limit or Loan Documents), during the period commencing on the Second Amendment Date and ending on the first (B1st) the outstanding Alternative Currency Letter of Credit Obligations exceed the Alternative Currency Letter of Credit Sublimit, then the Borrowers shall, promptly upon the earlier of (x) any Responsible Officer day of the Administrative Borrower obtaining knowledge thereof and Distributions Covenant Commencement Quarter (y) demand from the Administrative Agent, by payment to the Administrative Agent for the account of the applicable Issuing Banks and the Lenders, make a payment of cash collateral in an amount equal to such excess into a cash collateral account opened by the Administrative Agentprovided, for the benefit avoidance of doubt, that the applicable Issuing Banks and the Lenders. (iii) If at any time any Loan Party or any of its Subsidiaries shall receive Net Cash Proceeds from (A) any insurance or condemnation award payable by reason of theft, loss, physical destruction or damage, taking or similar event Distribution Trigger Conditions have been satisfied with respect to any Collateral or (B) the sale (or series of sales) or other disposition of Collateral or Material Trademarkssuch fiscal quarter), the Borrowers shall Borrower shall, within two (2) Business Days after the receipt of net cash proceeds by REIT, the Borrower or any Subsidiary thereof from such capital event, prepay the outstanding principal amount of Revolving Credit Loans in an amount equal to the lesser of (x) one hundred percent (100%) of the net cash proceeds of each such Net Cash Proceedscapital event and (y) the outstanding principal balance of Revolving Credit Loans outstanding on the date of such prepayment; provided, which Net Cash Proceeds further, that Borrower shall, to the extent feasible, give at least one (1) Business Days’ prior written notice to Agent of the expected date of each such capital event. For the purposes of this §3.2(b), net cash proceeds shall promptly upon receipt thereof be deposited into a Blocked Account an amount equal to the gross cash proceeds of such capital event, less the amount of all usual and payments therefrom customary closing costs and other out of pocket costs, fees and expenses incurred in connection with such capital event, all amounts required to repay in full in cash any Indebtedness (if any) being repaid or refinanced in connection with such capital event, all taxes paid or reasonably expected to be paid in connection therewith, and any amounts attributable to Unconsolidated Affiliates. Notwithstanding anything to the contrary contained herein, prepayments made by Borrower pursuant to this §3.2(b) shall be applied by the Administrative Agent for the account of the Lenders first first, pro rata to the principal amount of outstanding Swingline Loans and second any Outstanding Swing Loans, second, pro rata to the principal amount of outstanding any Outstanding Revolving Credit Loans (and with respect to each category of Revolving Credit Loans, first, pro rata to the principal of Revolving Credit Base Rate Loans, and then second, pro rata to the principal of LIBOR Rate Revolving Credit Loans), and third, to cash collateralize any outstanding Letter of Credit Liabilities on a pro rata basis, in each case without a corresponding any reduction in Revolving Credit Commitments.”; (i) By deleting the words and figures “§3.2(a)(ii) or §3.2(b)” appearing in §3.4 of the Aggregate Commitment; provided that such prepayment shall only be required Credit Agreement and inserting in lieu thereof the words and figures: “§3.2(a)(i)(y) or §3.2(a)(ii)”; (xj) during a Cash Dominion Period or By deleting the word “In” appearing at the beginning of §4.5, and inserting in lieu thereof the words: “Subject to §4.16, in”; (yk) ifBy deleting in its entirety §4.16 of the Credit Agreement, after giving effect to any event described and inserting in this clause (ii), a Cash Dominion Period (without giving effect to any Cash Dominion Grace Period) would be triggered.lieu thereof the following new §4.16:

Mandatory Prepayments. (i) Except as provided Upon the receipt by the Loan Parties or any of their Subsidiaries of any Net Cash Proceeds from or in Section 2.8connection with any casualty or loss event in excess of U.S.$5,000,000, the Loan Parties shall, or shall cause such Subsidiary to, prepay the Loans, on the third (3rd) Business Day immediately succeeding the day of receipt of such Net Cash Proceeds, in an amount equal to: (A) if at the casualty or loss event is with respect to the Collateral, the Lenders’ Secured Pro Rata Share of the Net Cash Proceeds (or the Dollar Equivalent thereof); and (B) if the casualty or loss event is with respect to any time asset other than the Total Outstandings exceed Collateral, the lesser of (ix) the Borrowing Base aggregate amount of such Net Cash Proceeds (or the Dollar Equivalent thereof) and (iiy) the Aggregate Commitmentproduct of (1) the then aggregate principal amount outstanding of the Loans, and (2) a fraction, the Borrowers shall repay promptly upon numerator of which is the earlier aggregate amount of (A) any Responsible Officer principal outstanding under the Loans on the day of receipt of such Net Cash Proceeds, and the denominator of which is the sum of the Administrative Borrower obtaining knowledge thereof aggregate amount of principal outstanding under the Loans on the day of receipt of such Net Cash Proceeds and the Dollar Equivalent (B) demand from the Administrative Agent, by payment to the Administrative Agent for the account as of the Lenders, an amount equal to day of receipt of such excess with each such repayment applied first to Net Cash Proceeds by the principal Borrowers or any of their Subsidiaries) of the aggregate amount of principal outstanding Swingline Loans, second to the principal amount of outstanding Revolving Loans and third, with respect to under 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 other Indebtedness of the LendersBorrowers or any of their Subsidiaries requiring that a mandatory prepayment be made with the Net Cash Proceeds of such casualty or loss event. (ii) If as If, at any time following the Closing Date, Auna or any entity (including any Affiliate of Auna) formed or used for the most recent Revaluation Date purpose of conducting such issuance, sale, offering or disposition of Equity Interests, shall issue, sell, offer or dispose of any Equity Interests (each, an “Equity Issuance”), the Net Cash Proceeds of any such Equity Issuance shall first be applied promptly, and for in any reason event within three (including3) Business Days, without limitation, due to currency rate fluctuationsrepay any outstanding obligations under the Holdco Finance Documents and thereafter any remaining Net Cash Proceeds of any such Equity Issuance (if any) (Athe “Available Proceeds”) the outstanding Letter of Credit Obligations exceed the Letter of Credit Limit or shall be applied promptly, and in any event within three (B3) the outstanding Alternative Currency Letter of Credit Obligations exceed the Alternative Currency Letter of Credit SublimitBusiness Days, then the Borrowers shall, promptly upon the earlier of as follows (x) any Responsible Officer of the Administrative Borrower obtaining knowledge thereof and (y) demand from the Administrative Agent, as evidenced by payment an officer’s certificate delivered to the Administrative Agent for by the account Borrowers): (A) if the Consolidated Leverage Ratio is greater than 3.90:1.00 as of the applicable Issuing Banks fiscal quarter most recently ended prior to the date of any such Equity Issuance, the Borrowers shall (i) first, apply any Available Proceeds towards the prepayment of the Loans in accordance with Section 2.03(c) in an amount sufficient such that, after giving effect on a Pro Forma Basis (such calculation made on the basis of the financial information most recently delivered to the Administrative Agent pursuant to Section 6.01) to such prepayment of the Loans, the Consolidated Leverage Ratio is less than or equal to 3.90:1:00 and (ii) second, apply any remaining Available Proceeds equally towards the Lendersprepayment of the Loans in accordance with Section 2.03(c) and to invest in Additional Assets; (B) if the Consolidated Leverage Ratio is greater than or equal to 3.00:1.00 and less than or equal to 3.90:1.00 as of the fiscal quarter most recently ended prior to the date of any such Equity Issuance, make a payment the Borrowers shall apply the Available Proceeds equally towards the prepayment of cash collateral the Loans in accordance with Section 2.03(c) and to invest in Additional Assets; (C) if the Consolidated Leverage Ratio is less than 3.00:1.00 as of the fiscal quarter most recently ended prior to the date of any such Equity Issuance, the Borrowers shall apply the Available Proceeds to invest in Additional Assets or permanently reduce Indebtedness or any combination of the foregoing; and (iii) On any date on which an Incremental Loan is disbursed to Auna Mexico (each, an “Incremental Loan Disbursement Date”), the Borrowers shall promptly, on the Incremental Loan Disbursement Date, following the receipt of the proceeds of such Incremental Loan, prepay the Tranche B-2 Loans as directed by the Borrowers in an amount equal to such excess into a cash collateral account opened by the Administrative Agent, for the benefit Dollar Equivalent of the applicable Issuing Banks and Incremental Loan that was disbursed on the LendersIncremental Loan Disbursement Date. (iiiiv) If at any time any the Loan Party Parties or any of its their Subsidiaries make a Restricted Payment pursuant to Section 7.06(i), such Loan Party shall, or shall receive Net Cash Proceeds from cause such Subsidiary to, promptly, and in any event within three (A3) any insurance or condemnation award payable by reason of theftBusiness Days, loss, physical destruction or damage, taking or similar event with respect to any Collateral or (B) prepay the sale (or series of sales) or other disposition of Collateral or Material Trademarks, the Borrowers shall prepay Loans in an amount equal to one hundred percent (100%) the amount of such Net Cash Proceeds, which Restricted Payment. (v) Upon the receipt by the Loan Parties or any of their Subsidiaries of any Net Cash Proceeds from or in connection with a Disposition of Permitted Disposition Collateral, the Loan Parties shall, or shall promptly upon receipt thereof be deposited into a Blocked Account cause such Subsidiary to, promptly, and payments therefrom in any event within three (3) Business Days, prepay the Loans. (vi) The Borrowers shall be applied by notify the Administrative Agent for by electronic mail (with confirmation of transmission) or hand delivery of any prepayment hereunder not later than 11:00 a.m. at least (x) three (3) Business Days before the account date of any prepayment pursuant to Section 2.03(b)(i) and (y) one Business Day before the Lenders first date of any prepayment pursuant to Section 2.03(b)(ii) through (v). Each such notice shall specify the prepayment date, the principal amount of outstanding Swingline Loans each Loan to be prepaid and second the amount of accrued interest thereon to the principal amount of outstanding Revolving Loans, without a corresponding reduction date of the Aggregate Commitment; provided that prepayment. Promptly following receipt of any such prepayment notice, the Administrative Agent shall only be required (x) during a Cash Dominion Period or (y) if, after giving effect to any event described in this clause (ii), a Cash Dominion Period (without giving effect to any Cash Dominion Grace Period) would be triggeredadvise the Lenders of the contents thereof.

Mandatory Prepayments. (ia) Except as provided in Section 2.8, if at any time On or before the Total Outstandings exceed 60th day --------------------- after each date after the lesser of (i) Closing Date on which the Borrowing Base and (ii) the Aggregate Commitment, the Borrowers shall repay promptly 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. (ii) If as of the most recent Revaluation Date and for any reason (including, without limitation, due to currency rate fluctuations) (A) the outstanding Letter of Credit Obligations exceed the Letter of Credit Limit or (B) the outstanding Alternative Currency Letter of Credit Obligations exceed the Alternative Currency Letter of Credit Sublimit, then the Borrowers shall, promptly upon the earlier of (x) any Responsible Officer of the Administrative Borrower obtaining knowledge thereof and (y) demand from the Administrative Agent, by payment to the Administrative Agent for the account of the applicable Issuing Banks and the Lenders, make a payment of cash collateral in an amount equal to such excess into a cash collateral account opened by the Administrative Agent, for the benefit of the applicable Issuing Banks and the Lenders. (iii) If at any time any Loan Party or any of its Subsidiaries receives any Net Sale Proceeds, the Borrower shall receive Net Cash Proceeds from prepay (A) any insurance without premium or condemnation award payable by reason of theft, loss, physical destruction or damage, taking or similar event with respect to any Collateral or (Bpenalty) the sale (or series of sales) or other disposition of Collateral or Material Trademarks, the Borrowers shall prepay outstanding Term Loans in an amount equal to one hundred percent (100%) % of the amount of such Net Cash Sale Proceeds, in accordance with the provisions of Section 2.14; except that such Net Sale Proceeds may be used to replace the disposed assets by other assets which Net Cash Proceeds shall promptly upon are, in the reasonable opinion of the Agent, similar to the disposal assets, within 60 days of the receipt thereof be deposited into a Blocked Account and payments therefrom shall be applied by the Administrative Agent for Borrower of such Net Sale Proceeds. (b) On each date after the account Closing Date on which the Borrower or any of its Subsidiaries receives any proceeds from any capital contribution or from the issuance of any equity securities (excluding the exercise of employee stock options), the Borrower shall prepay the outstanding Term Loans in an amount equal to 50% of such proceeds (net of any underwriting discounts or commissions and any other reasonable costs or expenses directly attributable to such incurrence or issuance), in accordance with the provisions of Section 2.14. (c) On the date on which the audited financial statements of the Lenders first Borrower are delivered to each Bank pursuant to Section 5.1(b), the Borrower shall prepay the outstanding Term Loans in the following amounts: (i) if the Leverage Ratio exceeds or is equal to 3.0:1, 75% of Excess Cash Flow; (ii) if the Leverage Ratio is less than 3.0:1 but greater than or equal to 2.0:1, 50% of the Excess Cash Flow; and (iii) if the Leverage Ratio is less than 2.0:1, no such payment is required. (d) On each day on which the sum of (x) Revolving Loans outstanding plus (y) the Letter of Credit Liability exceeds either (i) the Total Revolving Loan Commitment or (ii) the Borrowing Base, the Borrower shall prepay the Revolving Loans to the extent that the outstanding principal amount of outstanding Swingline the Revolving Loans and second to plus the principal amount Letter of outstanding Credit Liability exceeds either the Total Revolving Loans, without a corresponding reduction of Loan Commitment or the Aggregate Commitment; provided that such prepayment shall only be required (x) during a Cash Dominion Period or (y) if, after giving effect to any event described in this clause (ii), a Cash Dominion Period (without giving effect to any Cash Dominion Grace Period) would be triggeredBorrowing Base.

Mandatory Prepayments. (ia) Except as provided in for Protective Advances permitted under Section 2.82.18 (Protective Advances), if at any time time, the Total aggregate principal amount of Revolving Credit Outstandings exceed exceeds the lesser of (i) the Borrowing Base and (ii) the Aggregate CommitmentMaximum Credit at such time, the Borrowers shall repay promptly upon forthwith prepay the earlier of (A) any Responsible Officer of the Administrative Borrower obtaining knowledge thereof and (B) demand from the Administrative AgentSwing Loans then outstanding first, by payment to the Administrative Agent for extent of such excess, and then, if the account of Revolving Credit Outstandings still exceed the LendersMaximum Credit, an amount equal to such excess with each such repayment applied first to the principal amount of outstanding Swingline Loans, second to Borrowers shall prepay 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. (ii) If as of the most recent Revaluation Date and for any reason (including, without limitation, due to currency rate fluctuations) (A) the outstanding Letter of Credit Obligations exceed the Letter of Credit Limit or (B) the outstanding Alternative Currency Letter of Credit Obligations exceed the Alternative Currency Letter of Credit Sublimit, then the Borrowers shall, promptly upon the earlier of (x) any Responsible Officer of the Administrative Borrower obtaining knowledge thereof and (y) demand from the Administrative Agent, by payment to the Administrative Agent for the account of the applicable Issuing Banks and the Lenders, make a payment of cash collateral in an amount equal to such excess. If any such excess into a cash collateral account opened by the Administrative Agent, for the benefit remains after repayment in full of the applicable Issuing Banks aggregate outstanding Swing Loans and the Lenders. (iii) If at any time any Loan Party or any of its Subsidiaries shall receive Net Cash Proceeds from (A) any insurance or condemnation award payable by reason of theft, loss, physical destruction or damage, taking or similar event with respect to any Collateral or (B) the sale (or series of sales) or other disposition of Collateral or Material TrademarksRevolving Loans, the Borrowers shall prepay Loans provide Cash Collateral for Letter of Credit Undrawn Amounts in the manner set forth in Section 9.3 (Actions in Respect of Letters of Credit) in an amount equal to one hundred percent (100%) 103% of such Net Cash Proceedsexcess. (b) Subject to Section 7.12(e) (Control Accounts; Approved Deposit Accounts), which Net Cash Proceeds shall promptly upon receipt thereof be deposited into a Blocked the Borrowers hereby waive the right to direct the application of all funds in the Agent Collection 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 Loansagree that, without a corresponding reduction of the Aggregate Commitment; provided that such prepayment shall only be required (x) solely during a Cash Dominion Period or Period, the Collateral Agent shall (yi) ifdeliver a notice of exclusive control to each Deposit Account Bank for each Approved Deposit Account and to each Approved Securities Intermediary for each Control Account and (ii) except as provided in Section 2.13(h) (Payments and Computations), after giving effect apply all payments in respect of any Obligations and all available funds in the Agent Collection Account, such Approved Deposit Accounts and such Control Accounts on a daily basis as follows: first, to payment of fees, indemnities, expenses and other amounts (other than principal, interest and fees under Section 2.12(b) (Letter of Credit Fees), but including fees, charges and disbursements of counsel to the Administrative Agent and amounts payable under Sections 2.14(c) (Increased Costs; Capital Adequacy), 2.16 (Taxes), Article X, Section 11.3 (Costs and Expenses), Section 11.4 (Indemnities) and Section 11.5 (Limitations of Liability)) payable to the Administrative Agent; second, to repay the outstanding principal amount of the Swing Loans until such Swing Loans have been repaid in full; third, to repay the outstanding principal balance of the Revolving Loans until such Revolving Loans shall have been repaid in full; and then to any event described in this clause (ii)other Obligation then due and payable; provided that, a notwithstanding the foregoing, on any day during such Cash Dominion Period (without giving effect that an Event of Default is not continuing, the Collateral Agent may, in its Permitted Discretion, elect to any Cash Dominion Grace Period) would sweep on a daily basis only that portion of the funds on deposit in the Approved Deposit Accounts or credited to the Control Accounts into the Agent Collection Account as shall be triggered.necessary to pay in full the Obligations payable on such day pursuant to the waterfall in this Section 2.9(b)

Mandatory Prepayments. (i) Except as provided in Section 2.8, if If at any time time, (A) other than as a result of fluctuations in currency exchange rates, the Total Outstandings exceed sum of the lesser aggregate principal Dollar Amount of all of the Revolving Credit Exposures (icalculated, with respect to those Borrowings denominated in Foreign Currencies, as of the most recent Computation Date with respect to each such Borrowing) the Borrowing Base and (ii) exceeds the Aggregate Revolving Commitment or (B) solely as a result of fluctuations in currency exchange rates, 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 promptly upon the earlier of (A) any Responsible Officer of the Administrative Borrower obtaining knowledge thereof and (B) demand from the Administrative AgentBorrowings and, by payment to if no Borrowings are then outstanding, cash collateralize LC Exposure in an account with the Administrative Agent for pursuant to Section 2.06(j), in an aggregate principal amount sufficient to cause the account aggregate Dollar Amount of the Lenders, an amount all Revolving Credit Exposures (so calculated) to be less than or 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 Aggregate 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 LendersCommitment. (ii) If as In the event the Company or any Subsidiary receives any Net Proceeds from an Asset Sale (other than an Asset Sale of the most recent Revaluation Date and for any reason type permitted by Section 6.10(a), (including, without limitation, due to currency rate fluctuationsb) (A) the outstanding Letter of Credit Obligations exceed the Letter of Credit Limit or (B) the outstanding Alternative Currency Letter of Credit Obligations exceed the Alternative Currency Letter of Credit Sublimitc)), then the Borrowers shall, promptly upon the earlier of (x) any Responsible Officer shall make a mandatory prepayment of the Administrative Borrower obtaining knowledge thereof and Loans, within five (y5) demand from Business Days after the Administrative AgentCompany’s or any Subsidiary’s receipt of such Net Proceeds, by payment in an aggregate amount equal to 100% of such Net Proceeds. Notwithstanding the foregoing, Net Proceeds of any such Asset Sales with respect to which the Company shall have given the Administrative Agent for written notice, within five (5) Business Days of receipt of such Net Proceeds, of its intention to replace the account property subject to any such Asset Sale or invest such Net Proceeds in the 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 applicable Issuing Banks Company or its Subsidiaries in their businesses within three hundred and fifty (350) days following such Asset Sale (or, in the Lenderscase of an Asset Sale (other than an Asset Sale of the type permitted by Section 6.10(a), make a payment (b) or (c)) in excess of cash collateral 20% of the Consolidated Total Assets Basket in an aggregate amount equal during any twelve- month period, within one hundred and eighty (180) days following such Asset Sale with respect to such portion in excess into a cash collateral account opened by the Administrative Agent, for the benefit 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 Issuing Banks and the Lendersperiod shall have expired without such Net Proceeds being used for such replacement or investment. (iii) If at any time any Loan Party or any of its Subsidiaries shall receive Net Cash Proceeds from Each mandatory prepayment required by clause (A) any insurance or condemnation award payable by reason of theft, loss, physical destruction or damage, taking or similar event with respect to any Collateral or (B) the sale (or series of sales) or other disposition of Collateral or Material Trademarks, the Borrowers shall prepay Loans in an amount equal to one hundred percent (100%b)(ii) of such Net Cash Proceeds, which Net Cash Proceeds this Section 2.11 shall promptly upon receipt thereof be deposited into referred to in this clause (iii) as a Blocked Account and payments therefrom “Designated Prepayment.” Designated Prepayments shall be applied by 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), second, upon repayment in full of any such Incremental Term Loans, the Administrative Agent for Aggregate Revolving Commitments shall be permanently reduced ratably among the account Lenders in the amount of any such Designated Prepayment effective as of the Lenders 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 to the principal amount of outstanding any Revolving Loans and thereafter Swingline Loans and second then outstanding prior to the principal amount of outstanding Revolving Loans, without a corresponding effecting any such reduction of the Aggregate Commitment; provided that Revolving Commitments. Designated Prepayments of Loans shall first be 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 only be required applied ratably to the Loans included in the prepaid Borrowing. All mandatory prepayment hereunder shall be accompanied by (x) during a Cash Dominion Period or accrued interest to the extent required by Section 2.13 and (y) if, after giving effect break fund payments pursuant to any event described in this clause (ii), a Cash Dominion Period (without giving effect to any Cash Dominion Grace Period) would be triggeredSection 2.16.

Mandatory Prepayments. (i1) Except as provided in Section 2.8, if If at any time the Total Revolving Credit Outstandings exceed the lesser Revolving Credit Commitment (as a result of (i) the Borrowing Base and (ii) the Aggregate Commitmentcurrency fluctuations or otherwise), the Borrowers shall each applicable Borrower agrees to repay promptly immediately upon the earlier of (A) any Responsible Officer of the Administrative Borrower obtaining knowledge thereof and (B) demand notice from the Administrative Agent, by payment to the Administrative Agent for the account of the Revolving Credit Lenders, Extensions of Credit in an amount equal to such excess with each such repayment applied first first, to the principal amount of outstanding US Swingline Loans, second second, to the principal amount of outstanding Canadian Swingline Loans, third to the principal amount of outstanding US Revolving Credit Loans, fourth, to the principal amount of outstanding Canadian Revolving Credit Loans and thirdfifth, with respect to any Letters of Credit then outstanding, to a payment of cash collateral Cash Collateral into a cash collateral Cash Collateral account opened by the Administrative Agent, for the benefit of the Revolving Credit Lenders, in an amount equal to such excess (such Cash Collateral to be applied, upon the occurrence and during the continuance of an Event of Default, in accordance with Section 10.2(b)); provided that if any US Borrower is required to make a payment of Cash Collateral pursuant to the terms of this Section 2.4(b)(i) as a result of any such excess, such amount (to the extent not applied in accordance with Section 10.2(b)) shall be returned to such US Borrower within three Business Days after such excess ceases to exist. (ii2) [intentionally omitted]. (3) If as of the most recent Revaluation Date and for at any reason (including, without limitation, due to currency rate fluctuations) (A) the time Swingline Loans outstanding Letter of Credit Obligations at such time exceed the Letter Swingline Commitment (as a result of Credit Limit currency fluctuations or otherwise), the applicable Borrower or Borrowers agree to repay within one (B1) the outstanding Alternative Currency Letter Business Day following receipt of Credit Obligations exceed the Alternative Currency Letter of Credit Sublimit, then the Borrowers shall, promptly upon the earlier of (x) any Responsible Officer of the Administrative Borrower obtaining knowledge thereof and (y) demand notice from the Administrative Agent, by payment to the Administrative Agent for the account of the applicable Issuing Banks and the LendersSwingline Lender, make a payment of cash collateral Swingline Loans in an amount equal to such excess into a cash collateral account opened by with each such repayment applied ratably to the Administrative Agent, for the benefit of the applicable Issuing Banks and the Lendersoutstanding Swingline Loans. (iii4) If at any time any Loan Party Letters of Credit outstanding at such time exceed the L/C Sublimit (as a result of currency fluctuations or any of its Subsidiaries shall receive Net Cash Proceeds from (A) any insurance or condemnation award payable by reason of theft, loss, physical destruction or damage, taking or similar event with respect to any Collateral or (B) the sale (or series of sales) or other disposition of Collateral or Material Trademarksotherwise), the applicable Borrower or Borrowers shall prepay Loans in an agree to Cash Collateralize the amount equal to one hundred percent (100%) of such Net excess (such Cash ProceedsCollateral to be applied, which Net Cash Proceeds shall promptly upon receipt thereof be deposited into a Blocked Account the occurrence and payments therefrom shall be applied by during the Administrative Agent for the account continuance of the Lenders first to the principal amount an Event of outstanding Swingline Loans and second to the principal amount of outstanding Revolving LoansDefault, without a corresponding reduction of the Aggregate Commitmentin accordance with Section 10.2(b)); provided that if any Borrower is required to make a payment of Cash Collateral pursuant to the terms of this Section 2.4(b)(iv) as a result of any such prepayment excess, such amount (to the extent not applied in accordance with Section 10.2(b)) shall only be required (x) during a Cash Dominion Period or (y) if, returned to such Borrower within three Business Days after giving effect such excess ceases to any event described in this clause (ii), a Cash Dominion Period (without giving effect to any Cash Dominion Grace Period) would be triggeredexist.

Mandatory Prepayments. (ia) Except [Reserved]. (b) [Reserved]. (c) [Reserved]. (d) On each Fee Payment Date, the Administrative Agent shall determine the Total Multicurrency Extensions of Credit as of the last day of the related Fee Payment Period. If, as of the last day of any Fee Payment Period, the Total Multicurrency Extensions of Credit exceeds the Total Multicurrency Commitments then in effect by 5% or more, then the Administrative Agent shall notify the Company and, within five Business Days of such notice, the Company or the relevant Subsidiary Borrower shall prepay Multicurrency Loans in an aggregate principal amount at least equal to such excess; provided, that the failure of the Administrative Agent to determine the Total Multicurrency Extensions of Credit as provided in this Section 2.82.16(d) shall not subject the Administrative Agent to any liability hereunder. (e) On each Fee Payment Date, if the Administrative Agent shall determine the Total L/C Tranche Extensions of Credit as of the last day of the related Fee Payment Period. If, as of the last day of any Fee Payment Period, the Total L/C Tranche Extensions of Credit exceeds the Total L/C Tranche Commitments then in effect by 5% or more, then the Administrative Agent shall notify the Company and, within five Business Days of such notice, the Company or the relevant Subsidiary Borrower shall prepay L/C Tranche Loans or Collateralize outstanding Letters of Credit in an aggregate principal or face amount at least equal to such excess; provided, that the failure of the Administrative Agent to determine the Total L/C Tranche Extensions of Credit as provided in this Section 2.16(e) shall not subject the Administrative Agent to any liability hereunder. (f) The Brazilian Administrative Agent shall determine the Total Brazilian Extensions of Credit on a quarterly basis as detailed in the Brazilian Bank Certificates. If, as of any quarterly date of determination, the Total Brazilian Extensions of Credit exceeds the Total Brazilian Commitments then in effect by 5% or more, then the Brazilian Administrative Agent shall notify the Administrative Agent and the Company and, within five Business Days of such notice, the Company or the relevant Subsidiary Borrower shall prepay the Brazilian Loans in an aggregate principal amount at least equal to such excess; provided, that the failure of the Brazilian Administrative Agent to determine the Total Brazilian Extensions of Credit as provided in this Section 2.16(f) shall not subject the Brazilian Administrative Agent to any liability hereunder. (g) If at any time the Total Outstandings Consolidated GMF Exposure shall exceed the lesser of (i) the Borrowing Base and (ii) the Aggregate Commitment$2 billion, the Borrowers shall repay promptly upon Company, GMF or any Subsidiary of GMF shall, within one (1) Business Day, prepay the earlier of (A) any Responsible Officer of then outstanding Total Consolidated GMF Exposure by 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 Lenderssuch excess. (ii) If as of the most recent Revaluation Date and for any reason (including, without limitation, due to currency rate fluctuations) (A) the outstanding Letter of Credit Obligations exceed the Letter of Credit Limit or (B) the outstanding Alternative Currency Letter of Credit Obligations exceed the Alternative Currency Letter of Credit Sublimit, then the Borrowers shall, promptly upon the earlier of (x) any Responsible Officer of the Administrative Borrower obtaining knowledge thereof and (y) demand from the Administrative Agent, by payment to the Administrative Agent for the account of the applicable Issuing Banks and the Lenders, make a payment of cash collateral in an amount equal to such excess into a cash collateral account opened by the Administrative Agent, for the benefit of the applicable Issuing Banks and the Lenders. (iii) If at any time any Loan Party or any of its Subsidiaries shall receive Net Cash Proceeds from (A) any insurance or condemnation award payable by reason of theft, loss, physical destruction or damage, taking or similar event with respect to any Collateral or (B) the sale (or series of sales) or other disposition of Collateral or Material Trademarks, the Borrowers shall prepay Loans in an amount equal to one hundred percent (100%) of such Net Cash Proceeds, which Net Cash 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; provided that such prepayment shall only be required (x) during a Cash Dominion Period or (y) if, after giving effect to any event described in this clause (ii), a Cash Dominion Period (without giving effect to any Cash Dominion Grace Period) would be triggered.

Mandatory Prepayments. (i) Except as provided in Section 2.8, if If at any time (as determined by the Total Administrative Agent pursuant to this Section 2.4(b)(i)), the Revolving Credit Outstandings exceed the lesser of (i) the Borrowing Base and (ii) the Aggregate Revolving Credit Commitment, the Borrowers Borrower shall repay promptly immediately upon the earlier of (A) any Responsible Officer of the Administrative Borrower obtaining knowledge thereof and (B) demand notice from the Administrative Agent, by payment to the Administrative Agent for the account of the Revolving Credit Lenders, Revolving Extensions of Credit in an amount equal to such excess with each such repayment applied first first, to the principal amount of outstanding Swingline Loans, second to the principal amount of outstanding Revolving Credit 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 Issuing Lender and the Revolving Credit Lenders, in an amount equal to the aggregate L/C Obligations then outstanding (such cash collateral shall be deposited in the Permitted Currency in which such Letters of Credit are issued and which cash collateral shall be applied in accordance with Section 12.2(b)). The Borrower’s compliance with this Section 2.4(b)(i) shall be tested from time to time by the Administrative Agent at its sole discretion, but in any event shall be tested on the date on which the Borrower requests the Issuing Lender to issue a Letter of Credit under Section 3.2. (ii) If If, as of any Fiscal Quarter end, the most recent Revaluation Date and for any reason sum of (including1) the Revolving Credit Outstandings as of such date plus (2) the aggregate principal amount of the Term Loans then outstanding exceeds the Eligible Account Amount as of such Fiscal Quarter end, without limitation, due to currency rate fluctuations) the Borrower shall (A) within ten (10) Business Days after the outstanding Letter of day by which the Borrower is required to provide an Officer’s Compliance Certificate for such Fiscal Quarter pursuant to Section 8.2, repay Revolving Credit Obligations exceed the Letter of Credit Limit or Loans and Swingline Loans (B) the outstanding Alternative Currency Letter of Credit Obligations exceed the Alternative Currency Letter of Credit Sublimitin each case, then the Borrowers shall, promptly upon the earlier of (x) without any Responsible Officer corresponding reduction of the Administrative Borrower obtaining knowledge thereof Revolving Credit Commitments) and (y) demand from the Administrative Agent, Term Loans in an amount equal to such excess by payment of such amount to the Administrative Agent for the account of the applicable Issuing Banks Lenders and (B) within the time periods required pursuant to Section 2.4(c) deliver a Notice of Prepayment to the Administrative Agent and upon receipt of such Notice, the Administrative Agent shall promptly so notify the Lenders. Each prepayment required hereby shall be applied first, to the principal amount of outstanding Swingline Loans, second to the principal amount of outstanding Revolving Credit Loans and third, to reduce in direct order of maturity the next eight (8) succeeding scheduled principal installments of the Term Loans pursuant to Section 4.3 (with respect to any such outstanding Term Loans, pro rata on the basis of the original aggregate funded amount thereof among the Initial Term Loan and, if applicable, any Incremental Term Loans) and then to reduce, on a pro rata basis, the remaining scheduled principal installments of the Term Loans pursuant to Section 4.3 (with respect to any such outstanding Term Loans, pro rata on the basis of the original aggregate funded amount thereof among the Initial Term Loan and, if applicable, any Incremental Term Loans). (iii) If at any time (as determined by the Administrative Agent pursuant to this Section 2.4(b)(iii)) and for any reason, the outstanding L/C Obligations exceed 105% of the L/C Commitment, then the Borrower shall make a payment of cash collateral in an amount equal to such excess into a cash collateral account opened by the Administrative Agent, Agent for the benefit of the applicable Issuing Banks Lender and the Lenders. (iii) If at any time any Loan Party or any of its Subsidiaries shall receive Net Cash Proceeds from (A) any insurance or condemnation award payable by reason of theft, loss, physical destruction or damage, taking or similar event with respect to any Collateral or (B) the sale (or series of sales) or other disposition of Collateral or Material Trademarks, the Borrowers shall prepay Loans Revolving Credit Lenders in an amount equal to one hundred percent the amount by which such outstanding L/C Obligations exceed the L/C Commitment (100%) of such Net Cash Proceeds, which Net Cash Proceeds cash collateral shall promptly upon receipt thereof be deposited into a Blocked Account in the Permitted Currency in which such Letters of Credit are issued and payments therefrom which cash collateral shall be applied in accordance with Section 12.2(b)). The Borrower’s compliance with this Section 2.4(b)(iii) shall be tested from time to time 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 Loansat its sole discretion, without a corresponding reduction of the Aggregate Commitment; provided that such prepayment shall only be required (x) during a Cash Dominion Period or (y) if, after giving effect to but in any event described in this clause (ii), shall be tested on the date on which the Borrower requests the Issuing Lender to issue a Cash Dominion Period (without giving effect to any Cash Dominion Grace Period) would be triggeredLetter of Credit under Section 3.2.

Mandatory Prepayments. (i) Except as provided in Section 2.8, if at any time Borrower shall be required to make mandatory prepayments of the Total Outstandings exceed Term Loans upon each of the lesser of following: (i) the Borrowing Base and receipt by Borrower or any of its Affiliates of any damages or other amounts from Equipment Supplier under the Equipment Supply Agreement (ii) the Aggregate Commitment, the Borrowers shall repay promptly upon the earlier including as a result of (A) any Responsible Officer a delayed delivery pursuant to Section 4 of the Administrative Borrower obtaining knowledge thereof Equipment Supply Agreement and (B) demand from the Administrative Agent, as a result of any cancellation by payment Equipment Supplier pursuant to the Administrative Agent for the account Section 19 of the LendersEquipment Supply Agreement), in an amount equal to such excess with each such repayment applied first to (A) during the principal continuance of any Default or Event of Default, the amount of outstanding Swingline Loanssuch damages or other amounts, second to or (B) so long as there is not continuing any Default or Event of Default, such portion of the principal amount of outstanding Revolving such damages as Hermes Agent (at the instruction of Hermes) shall designate in writing as the amount (if any) of the Term Loans and third, no longer eligible for coverage under the Hermes Export Credit Guarantee Documents as a result of such payment of amounts by Equipment Supplier to Borrower; (ii) any failure of the Hermes Export Credit Guarantee Documents to be effective 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 portion of the Lenders. (ii) If as of the most recent Revaluation Date and for any reason (includingTerm Loans, without limitation, due to currency rate fluctuations) (A) the outstanding Letter of Credit Obligations exceed the Letter of Credit Limit or (B) the outstanding Alternative Currency Letter of Credit Obligations exceed the Alternative Currency Letter of Credit Sublimit, then the Borrowers shall, promptly upon the earlier of (x) any Responsible Officer of the Administrative Borrower obtaining knowledge thereof and (y) demand from the Administrative Agent, by payment to the Administrative Agent for the account of the applicable Issuing Banks and the Lenders, make a payment of cash collateral in an amount equal to such excess into portion of the Term Loans; and (iii) the refund to Borrower of any Hermes Guarantee Fees by Hermes in an amount equal to the Hermes Guarantee Fee Refund., which amount, notwithstanding any term set forth in this Section 3.4, shall be prepaid by Borrower in accordance with the written instructions of Hermes or Hermes Agent (at the instruction of Hermes) accompanying such Hermes Guarantee Fee Refund; and (iv) the Net Cash Proceeds of any insurance policy to the extent such Net Cash Proceeds are in respect of Collateral (as defined in the Security Agreement); provided, Borrower shall have no obligation to prepay the Term Loans with any Hillsboro Business Interruption Insurance Proceeds. for mining activities and (y) be subject to a cash collateral account opened first priority security interest in favor of Collateral Agent (and Borrower hereby agrees to notify Administrative Agent if and when it undertakes a Reinvestment, to provide to Administrative Agent all details regarding the Replacement Collateral reasonably requested by Administrative Agent (including without limitation, the Administrative Agentlocation of the Replacement Collateral, serial numbers and descriptions of make, model and quantity of the Replacement Collateral), to grant to Collateral Agent for the benefit of the applicable Issuing Banks Lenders a first priority security interest in the Replacement Collateral, and the Lenders. (iii) If at to take any time any Loan Party action reasonably requested by Collateral Agent to create or any of its Subsidiaries shall receive perfect such security interest), Borrower may Reinvest such Net Cash Proceeds from (A) any insurance or condemnation award payable by reason in lieu of theft, loss, physical destruction or damage, taking or similar event with respect to any Collateral or (B) prepayment; provided that the sale (or series of sales) or other disposition of Collateral or Material Trademarks, the Borrowers shall prepay Loans in an amount equal to one hundred percent (100%) of such Net Cash Proceeds, which Net Cash Proceeds Borrower intends to use for Reinvestment shall promptly upon receipt thereof be deposited into in a Blocked Account deposit account designated by the Collateral Agent (and payments therefrom at Collateral Agent’s request, subject to an account control agreement between Borrower, Collateral Agent and the depository bank) prior to the Reinvestment, and if not Reinvested within twelve (12) months, shall be applied by the Administrative Agent for the account to prepayment of the Lenders Term Loans in accordance with the first to the principal amount sentence of outstanding Swingline Loans and second to the principal amount of outstanding Revolving Loans, without a corresponding reduction of the Aggregate Commitment; provided that such prepayment shall only be required (x) during a Cash Dominion Period or (y) if, after giving effect to any event described in this clause (ii), a Cash Dominion Period (without giving effect to any Cash Dominion Grace Period) would be triggeredparagraph.

Mandatory Prepayments. (i) Except as provided in Section 2.8If, if at on any time the Total Outstandings exceed the lesser of (i) the Borrowing Base and (ii) the Aggregate Commitmentday, the Borrowers aggregate Credit Exposure of all Lenders exceeds the Maximum Loan Amount as of such day for any reason, then the Borrower shall repay promptly 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 pay 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 immediately available funds and/or (B) provide cover for LC Exposure as specified in Section 2.06(j) in such amounts so that the aggregate Credit Exposure of all Lenders does not exceed the Maximum Loan Amount, in either case, within five (5) Business Days after notice from the Administrative Agent to prepay the Loans and/or cash collateralize the LC Exposure in an aggregate amount equal to such excess; provided, however, if the aggregate Credit Exposure of all Lenders exceeds the Maximum Loan Amount because of a disqualification of a Borrowing Base Property pursuant to Section 2.05(d), then the Borrower shall have the thirty (30) days set forth in Section 2.05(d) to make such payment. (ii) If a Borrowing Base Availability Termination Event occurs, the Borrower shall prepay the Loans in immediate available funds and/or provide cover for LC Exposure as specified in Section 2.06(j), in either case for the benefit of the most recent Revaluation Date and for any reason (includingLenders, without limitation, due on the first day of each Fiscal Quarter occurring thereafter in equal quarterly amounts equal to currency rate fluctuations) the amount computed by dividing (A) the aggregate amount of the Credit Exposure of all of the Lenders at the time of the occurrence of the Borrowing Base Availability Termination Event by (B) 12. (iii) On the first Business Day of each calendar month prior to the Maturity Date, the Administrative Agent shall promptly determine the aggregate outstanding Letter principal amount of all Loans and Letters of Credit Obligations exceed (for which purpose the Letter outstanding principal amount of any Loan that is denominated in any Foreign Currency shall be deemed to be the Dollar Equivalent (determined as of such Business Day prior to 10:00 a.m. Chicago time) of the amount in the Foreign Currency of such Loan). Upon making such determination, the Administrative Agent shall promptly notify the Lenders and the Borrower thereof. If, on the date of such determination (A) the aggregate outstanding principal amount of all Loans and LC Exposure with respect to all Letters of Credit Limit exceeds the Maximum Loan Amount as of such date or (B) the aggregate LC Exposure of the Issuing Bank (determined for purposes of this clause (B) without giving effect to the participations therein of the Lenders pursuant to Section 2.06(d)) exceeds an amount equal to 25% of the aggregate amount of the Lenders’ Commitments outstanding Alternative Currency Letter of Credit Obligations exceed on such date, the Alternative Currency Letter of Credit Sublimit, then the Borrowers Borrower shall, promptly upon the earlier of within five (x5) any Responsible Officer of the Administrative Borrower obtaining knowledge thereof and (y) demand Business Days after notice from the Administrative Agent, by payment to (1) in the Administrative Agent for the account case of the applicable Issuing Banks and the Lenders, make a payment of cash collateral situation set forth in an amount equal to such excess into a cash collateral account opened by the Administrative Agent, for the benefit of the applicable Issuing Banks and the Lenders. (iii) If at any time any Loan Party or any of its Subsidiaries shall receive Net Cash Proceeds from clause (A) any insurance or condemnation award payable by reason of theftabove, loss, physical destruction or damage, taking or similar event with respect to any Collateral or (B) prepay the sale (or series of sales) or other disposition of Collateral or Material Trademarks, the Borrowers shall prepay Loans in an amount equal to one hundred percent (100%) of such Net Cash Proceeds, which Net Cash Proceeds shall promptly upon receipt thereof be deposited into a Blocked Account and payments therefrom shall be applied by so that after giving effect thereto the Administrative Agent for the account of the Lenders first to the aggregate outstanding principal amount of outstanding Swingline the Loans and second LC Exposure with respect to all Letters of Credit does not exceed the principal amount of outstanding Revolving Loans, without a corresponding reduction Maximum Loan Amount or (2) in the case of the Aggregate Commitment; provided situation set forth in clause (B) above, provide cover for LC Exposure as specified in Section 2.06(j) in such amounts so that such prepayment shall only be required the aggregate LC Exposure of the Issuing Bank (x) during a Cash Dominion Period or (y) if, after giving effect to any event described in determined for purposes of this clause (ii), a Cash Dominion Period (2) without giving effect to any Cash Dominion Grace Periodthe participations therein of the Lenders pursuant to Section 2.06(d)) would be triggereddoes not exceed 25% of the aggregate amount of the Lenders’ Commitments as of such date.

Mandatory Prepayments. (i) Except as provided in Section 2.8, if If at any time the Total Outstandings exceed sum of the lesser Loan Balance and the L/C Exposure exceeds the sum of (i) the Borrowing Base and (ii) the Aggregate CommitmentTranche A Principal and the then in effect, the Borrower and the Co-Borrowers shall, within 30 days of notice from the Agent of such occurrence except for the payments required under Section 5.23, where payments are required without notice from the Agent, (a) prepay, or make arrangements acceptable to the Lenders for the prepayment of, the amount of such excess for application on the Loan Balance, (b) provide additional Collateral, of character and value satisfactory to the Lenders in their sole discretion, to secure the amount of such excess by the execution and delivery to the Lenders of Security Instruments in form and substance satisfactory to the Lenders, or (c) effect any combination of the alternatives described in clauses (a) and (b) of this Section and acceptable to the Lenders in their sole discretion. In the event that a mandatory prepayment is required under this Section and the Loan Balance is less than the amount required to be prepaid, the Borrower and the Co-Borrowers shall repay promptly upon the earlier of (A) any Responsible Officer entire Loan Balance and, in accordance with the provisions of the Administrative relevant Letter of Credit Applications executed by the Borrower obtaining knowledge thereof and (B) demand from and/or the Administrative Agent, by payment Co-Borrowers or otherwise to the Administrative Agent for the account satisfaction of the Lenders, an amount equal to such excess deposit 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, Agent for the benefit of the Lenders. (ii) If , as additional collateral securing the Obligations, an amount of cash, in immediately available funds, equal to the L/C Exposure minus the lesser of the most recent Revaluation Date aggregate Commitment Amounts or the sum of Borrowing Base plus Tranche A Principal. The cash deposited with the Agent for the benefit of the Lenders in satisfaction of the requirement provided in this Section may be invested, at the sole discretion and for at the express direction of the Borrower and/or Co-Borrowers as to investment vehicle and maturity (which shall be no later than the latest expiry date of any reason (including, without limitation, due to currency rate fluctuations) (A) the then outstanding Letter of Credit Obligations exceed the Letter of Credit Limit or (B) the outstanding Alternative Currency Letter of Credit Obligations exceed the Alternative Currency Letter of Credit SublimitCredit), then the Borrowers shall, promptly upon the earlier of (x) any Responsible Officer of the Administrative Borrower obtaining knowledge thereof and (y) demand from the Administrative Agent, by payment to the Administrative Agent for the account of the applicable Issuing Banks and the Lenders, make a payment of Borrower and/or Co-Borrowers in cash collateral in an amount equal to such excess into a or cash collateral account opened equivalent investments offered by the Administrative Agent, for the benefit of the applicable Issuing Banks and or through the Lenders. (iii) If at any time any Loan Party or any of its Subsidiaries shall receive Net Cash Proceeds from (A) any insurance or condemnation award payable by reason of theft, loss, physical destruction or damage, taking or similar event with respect to any Collateral or (B) the sale (or series of sales) or other disposition of Collateral or Material Trademarks, the Borrowers shall prepay Loans in an amount equal to one hundred percent (100%) of such Net Cash Proceeds, which Net Cash 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; provided that such prepayment shall only be required (x) during a Cash Dominion Period or (y) if, after giving effect to any event described in this clause (ii), a Cash Dominion Period (without giving effect to any Cash Dominion Grace Period) would be triggered.

Mandatory Prepayments. (ia) Except On each Fee Payment Date on which any Letter of Credit denominated in an Optional Currency is outstanding, the Administrative Agent shall determine the Dollar Equivalent of the Total Domestic Extensions of Credit as of the last day of the related Fee Payment Period. If, as of the last day of any Fee Payment Period, the Dollar Equivalent of the Total Domestic Extensions of Credit exceeds the Total Domestic Commitments then in effect by 5% or more, then the Administrative Agent shall notify the Company and, within five Business Days of such notice, the Company or the relevant Subsidiary Borrower shall prepay Domestic Loans or Collateralize outstanding Letters of Credit in an aggregate principal or face amount at least equal to such excess; provided, that the failure of the Administrative Agent to determine the Dollar Equivalent of the Total Domestic Extensions of Credit as provided in this Section 2.82.11(a) shall not subject the Administrative Agent to any liability hereunder. (b) On each Fee Payment Date, if at any time the Administrative Agent shall determine the Total Outstandings exceed Multicurrency Extensions of Credit as of the lesser last day of (i) the Borrowing Base and (ii) related Fee Payment Period. If, as of the Aggregate Commitmentlast day of any Fee Payment Period, the Borrowers Total Multicurrency Extensions of Credit exceeds the Total Multicurrency Commitments then in effect by 5% or more, then the Administrative Agent shall repay promptly upon notify the earlier Company and, within five Business Days of (A) any Responsible Officer such notice, the Company or the relevant Subsidiary Borrower shall prepay Multicurrency Loans in an aggregate principal amount at least equal to such excess; provided, that the failure of the Administrative Borrower obtaining knowledge thereof and (BAgent to determine the Total Multicurrency Extensions of Credit as provided in this Section 2.11(b) demand from the Administrative Agent, by payment to shall not subject the Administrative Agent for to any liability hereunder. (c) The Brazilian Administrative Agent shall determine the account Total Brazilian Extensions of Credit on a quarterly basis as detailed in the LendersBrazilian Bank Certificates. If, as of any quarterly date of determination, the Total Brazilian Extensions of Credit exceeds the Total Brazilian Commitments then in effect by 5% or more, then the Brazilian Administrative Agent shall notify the Administrative Agent and the Company and, within five Business Days of such notice, the Company or the relevant Subsidiary Borrower shall prepay the Brazilian Loans in an aggregate principal amount at least equal to such excess with each such repayment applied first excess; provided, that the failure of the Brazilian Administrative Agent to determine the principal amount Total Brazilian Extensions of outstanding Swingline Loans, second to Credit as provided in this Section 2.11(c) shall not subject the principal amount of outstanding Revolving Loans and third, with respect Brazilian Administrative Agent 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 Lendersliability hereunder. (ii) If as of the most recent Revaluation Date and for any reason (including, without limitation, due to currency rate fluctuations) (A) the outstanding Letter of Credit Obligations exceed the Letter of Credit Limit or (B) the outstanding Alternative Currency Letter of Credit Obligations exceed the Alternative Currency Letter of Credit Sublimit, then the Borrowers shall, promptly upon the earlier of (x) any Responsible Officer of the Administrative Borrower obtaining knowledge thereof and (y) demand from the Administrative Agent, by payment to the Administrative Agent for the account of the applicable Issuing Banks and the Lenders, make a payment of cash collateral in an amount equal to such excess into a cash collateral account opened by the Administrative Agent, for the benefit of the applicable Issuing Banks and the Lenders. (iii) If at any time any Loan Party or any of its Subsidiaries shall receive Net Cash Proceeds from (A) any insurance or condemnation award payable by reason of theft, loss, physical destruction or damage, taking or similar event with respect to any Collateral or (B) the sale (or series of sales) or other disposition of Collateral or Material Trademarks, the Borrowers shall prepay Loans in an amount equal to one hundred percent (100%) of such Net Cash Proceeds, which Net Cash 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; provided that such prepayment shall only be required (x) during a Cash Dominion Period or (y) if, after giving effect to any event described in this clause (ii), a Cash Dominion Period (without giving effect to any Cash Dominion Grace Period) would be triggered.

Mandatory Prepayments. (i) 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 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. (ii) If as of the most recent Revaluation Date and for any reason (including, without limitation, due to currency rate fluctuations) (A) the outstanding Letter of Credit Obligations exceed the Letter of Credit Limit or (B) the outstanding Alternative Currency Letter of Credit Obligations exceed the Alternative Currency Letter of Credit Sublimit, then the Borrowers shall, promptly upon the earlier of (x) any Responsible Officer of the Administrative Borrower obtaining knowledge thereof and (y) demand from the Administrative Agent, by payment to the Administrative Agent for the account of the applicable Issuing Banks and the Lenders, make a payment of cash collateral in an amount equal to such excess into a cash collateral account opened by the Administrative Agent, for the benefit of the applicable Issuing Banks and the Lenders. (iiia) If at any time (i) the sum of (A) the aggregate principal amount of all Advances outstanding, (B) the aggregate Letter of Credit Amount of all Letters of Credit outstanding and (C) the aggregate amount of unreimbursed drawings under all Letters of Credit exceeds (ii) the lesser of the Aggregate Commitment and the Borrowing Base for any Loan Party reason, the Borrower will immediately, without any notice or request by the Administrative Agent or any Lender, prepay the Advances and/or such unreimbursed drawings in the aggregate amount equal to the amount of its Subsidiaries shall receive such excess or, if no Advances or unreimbursed drawings under Letters of Credit are then outstanding, deposit with the Administrative Agent cash collateral in the amount equal to the amount of such excess. (b) If at any time (i) the sum of (A) the aggregate Letter of Credit Amount of all Letters of Credit outstanding plus (B) the aggregate amount of unreimbursed drawings under all Letters of Credit exceeds (ii) $15,000,000 for any reason, the Borrower will immediately deposit with the Administrative Agent cash collateral in the amount equal to the amount of such excess. (c) The Borrower will, as promptly as practicable but in any event within 3 Business Days after each date of receipt by the Borrower or any Subsidiary of (i) Net Cash Proceeds from the sale, transfer or other disposition by the Borrower or any Subsidiary of any asset constituting Collateral (Aor any asset that would constitute Collateral but for the fact that there is no Lien thereon in favor of the Administrative Agent although required by the terms of this Agreement) or any other asset of the Borrower, provided that such other asset is disposed of in a transaction or related transactions whose aggregate consideration is at least $250,000, (ii) Net Cash Proceeds from the sale or issuance of any debt securities of or equity interest in the Borrower or any Subsidiary or any warrants, options or other rights to acquire any such equity interest, (iii) Net Cash Proceeds from any borrowing by the Borrower (other than under this Agreement) or any Subsidiary, (iv) Net Cash Proceeds from the prepayment of any Debt owed to the Borrower or any Subsidiary (other than any such Debt that is being refinanced or that is permitted pursuant to Section 5.2(b)(ix) or 5.2(f)(ii)) or (v) insurance or condemnation award payable by reason proceeds from any casualty or condemnation in respect of theftany Owned Property (unless the Borrower or such Subsidiary, lossas applicable, physical destruction is legally obligated to apply such proceeds to reconstruction of such Owned Property), prepay an aggregate principal amount of Advances composing part of the same Borrowings and/or unreimbursed drawings under Letters of Credit, or, if no Advances or damageunreimbursed drawings under Letters of Credit are then outstanding, taking or similar event deposit with respect to any Collateral or (B) the sale (or series of sales) or other disposition of Collateral or Material TrademarksAdministrative Agent cash collateral in the amount, the Borrowers shall prepay Loans in an amount equal to one hundred percent (100%) 80% or, if the Aggregate Commitment has been reduced to $145,000,000 or less before such date, 50% of such Net Cash Proceeds, which the amount of the applicable Net Cash Proceeds shall promptly upon receipt thereof be deposited into a Blocked Account and payments therefrom or insurance or condemnation proceeds. (d) All prepayments under this Section 2.8 shall be applied by made together with accrued interest to the Administrative Agent for the account date of the Lenders first to such prepayment on 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; provided that such prepayment shall only be required (x) during a Cash Dominion Period or (y) if, after giving effect to any event described in this clause (ii), a Cash Dominion Period (without giving effect to any Cash Dominion Grace Period) would be triggeredprepaid.

Mandatory Prepayments. (ia) Except On each Fee Payment Date on which any Letter of Credit denominated in an Optional Currency is outstanding, the Administrative Agent shall determine the Dollar Equivalent of the Total Domestic Extensions of Credit as of the last day of the related Fee Payment Period. If, as of the last day of any Fee Payment Period, the Dollar Equivalent of the Total Domestic Extensions of Credit exceeds the Total Domestic Commitments then in effect by 5% or more, then the Administrative Agent shall notify the Company and, within five Business Days of such notice, the Company or the relevant Subsidiary Borrower shall prepay Domestic Loans or Collateralize outstanding Letters of Credit in an aggregate principal or face amount at least equal to such excess; provided, that the failure of the Administrative Agent to determine the Dollar Equivalent of the Total Domestic Extensions of Credit as provided in this Section 2.82.11(a) shall not subject the Administrative Agent to any liability hereunder. (b) On each Fee Payment Date, if the Administrative Agent shall determine the Total Multicurrency Extensions of Credit as of the last day of the related Fee Payment Period. If, as of the last day of any Fee Payment Period, the Total Multicurrency Extensions of Credit exceeds the Total Multicurrency Commitments then in effect by 5% or more, then the Administrative Agent shall notify the Company and, within five Business Days of such notice, the Company or the relevant Subsidiary Borrower shall prepay Multicurrency Loans in an aggregate principal amount at least equal to such excess; provided, that the failure of the Administrative Agent to determine the Total Multicurrency Extensions of Credit as provided in this Section 2.11(b) shall not subject the Administrative Agent to any liability hereunder. (c) The Brazilian Administrative Agent shall determine the Total Brazilian Extensions of Credit on a quarterly basis as detailed in the Brazilian Bank Certificates. If, as of any quarterly date of determination, the Total Brazilian Extensions of Credit exceeds the Total Brazilian Commitments then in effect by 5% or more, then the Brazilian Administrative Agent shall notify the Administrative Agent and the Company and, within five Business Days of such notice, the Company or the relevant Subsidiary Borrower shall prepay the Brazilian Loans in an aggregate principal amount at least equal to such excess; provided, that the failure of the Brazilian Administrative Agent to determine the Total Brazilian Extensions of Credit as provided in this Section 2.11(c) shall not subject the Brazilian Administrative Agent to any liability hereunder. (d) If at any time the Total Outstandings Consolidated GMF Exposure shall exceed the lesser of (i) the Borrowing Base and (ii) the Aggregate Commitment$3 billion, the Borrowers shall repay promptly upon Company, GMF or any Subsidiary of GMF shall, within one (1) Business Day, prepay the earlier of (A) any Responsible Officer of then outstanding Total Consolidated GMF Exposure by 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 Lenderssuch excess. (ii) If as of the most recent Revaluation Date and for any reason (including, without limitation, due to currency rate fluctuations) (A) the outstanding Letter of Credit Obligations exceed the Letter of Credit Limit or (B) the outstanding Alternative Currency Letter of Credit Obligations exceed the Alternative Currency Letter of Credit Sublimit, then the Borrowers shall, promptly upon the earlier of (x) any Responsible Officer of the Administrative Borrower obtaining knowledge thereof and (y) demand from the Administrative Agent, by payment to the Administrative Agent for the account of the applicable Issuing Banks and the Lenders, make a payment of cash collateral in an amount equal to such excess into a cash collateral account opened by the Administrative Agent, for the benefit of the applicable Issuing Banks and the Lenders. (iii) If at any time any Loan Party or any of its Subsidiaries shall receive Net Cash Proceeds from (A) any insurance or condemnation award payable by reason of theft, loss, physical destruction or damage, taking or similar event with respect to any Collateral or (B) the sale (or series of sales) or other disposition of Collateral or Material Trademarks, the Borrowers shall prepay Loans in an amount equal to one hundred percent (100%) of such Net Cash Proceeds, which Net Cash 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; provided that such prepayment shall only be required (x) during a Cash Dominion Period or (y) if, after giving effect to any event described in this clause (ii), a Cash Dominion Period (without giving effect to any Cash Dominion Grace Period) would be triggered.

Mandatory Prepayments. There shall become due and payable and Borrower shall prepay the Term Loan (and the Revolving Loans, Swingline Loans and WCMA Loans) in the following amounts and at the following times: (i) Except as provided in Section 2.8, if at on the date on which any time the Total Outstandings exceed the lesser of Credit Party (i) the Borrowing Base and (ii) the Aggregate Commitment, the Borrowers shall repay promptly 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 or Administrative Agent for the account of the Lendersas loss payee or assignee) receives any Major Casualty Proceeds, an amount equal to one hundred percent (100%) of such excess with each Major Casualty Proceeds; provided, that, so long as no Default or Event of Default has occurred and is continuing, the recipient (other than Administrative Agent) of any Major Casualty Proceeds may reinvest the amount of such repayment applied first Major Casualty Proceeds within ninety (90) days, in replacement assets comparable to the principal assets giving rise to such Major Casualty Proceeds; provided, that the aggregate amount of outstanding Swingline Loans, second which may be reinvested by Borrower and its Subsidiaries pursuant to the principal amount of outstanding Revolving Loans and thirdpreceding proviso may not exceed $350,000 in any Fiscal Year; provided, with respect to any Letters of Credit then outstandingfurther, to a payment of cash collateral into a cash collateral account opened by the Administrative Agent, for the benefit of the Lenders. (ii) If as of the most recent Revaluation Date and for any reason (including, without limitation, due to currency rate fluctuations) (A) the outstanding Letter of Credit Obligations exceed the Letter of Credit Limit or (B) the outstanding Alternative Currency Letter of Credit Obligations exceed the Alternative Currency Letter of Credit Sublimit, then the Borrowers shall, promptly upon the earlier of (x) any Responsible Officer of the Administrative Borrower obtaining knowledge thereof and (y) demand from the Administrative Agent, by payment to the Administrative Agent for the account of that if the applicable Issuing Banks and Credit Party does not intend to fully reinvest such Major Casualty Proceeds, or if the Lenderstime period set forth in this sentence expires without such Credit Party having reinvested such Major Casualty Proceeds, make a payment of cash collateral Borrower shall prepay the Loans in an amount equal to such excess into a cash collateral account opened Major Casualty Proceeds (to the extent not reinvested or intended to be reinvested within such time period); (ii) upon receipt by the Administrative Agent, for the benefit any Credit Party of the applicable Issuing Banks proceeds from the issuance and sale of any Debt or equity securities (other than (1) proceeds of Debt securities expressly permitted pursuant to Section 5.1, (2) proceeds from the Lenders. (iii) If at any time any Loan Party issuance of equity securities to Borrower or any Wholly-Owned Subsidiary, and (3) proceeds from the issuance of its Subsidiaries shall receive Net Cash Proceeds from (A) any insurance or condemnation award payable by reason equity securities of theft, loss, physical destruction or damage, taking or similar event with respect to any Collateral or (B) the sale Borrower (or series a parent company of salesBorrower) or other disposition upon the exercise of Collateral or Material Trademarksany stock option to acquire securities of Borrower), the Borrowers shall prepay Loans in each case in an amount equal to one hundred percent (100%) of the Net Cash Proceeds of such issuance and sale; (iii) upon receipt by any Credit Party of the proceeds of any Asset Disposition, an amount equal to one hundred percent (100%) of the Net Cash Proceeds of such Asset Disposition; provided, that no prepayment shall be required pursuant to this Section 2.1(c)(iii) unless and until the aggregate Net Cash Proceeds received during any Fiscal Year from Asset Dispositions exceeds $350,000 (in which case all Net Cash Proceeds in excess of such amount shall be used to make prepayments pursuant to this Section 2.1(c)(iii)), and provided, that, so long as no Default or Event of Default has occurred and is continuing, the recipient of such Net Cash Proceeds may reinvest the amount of such Net Cash Proceeds within ninety (90) days, in replacement fixed assets of a kind then used or usable in the business of such Credit Party. If the applicable Credit Party does not intend to so reinvest such Net Cash Proceeds, which or if the time period set forth in the immediately preceding sentence expires without such Credit Party having reinvested such Net Cash Proceeds Proceeds, Borrower shall promptly prepay the Loans in an amount equal to such Net Cash Proceeds; and (iv) upon receipt thereof by any Credit Party of any Extraordinary Receipts, an amount equal to one hundred percent (100%) of such Extraordinary Receipts. Any amounts permitted to be deposited into a Blocked Account and payments therefrom reinvested pursuant to the preceding clauses (i) or (iii) shall be immediately applied by the Borrower as a prepayment against then outstanding Revolving Loans and then, any remainder to WCMA Loans, and Administrative Agent for shall establish a Reserve (the account “Reinvestment Reserve”) against the Revolving Loan Limit and the WCMA Loan Limit in an amount equal to such permitted reinvestment amount. So long as no Default or Event of Default then exists, Administrative Agent shall permit Revolving Loan Borrowings to finance the making of reinvestments permitted pursuant to the preceding clauses (i) and (iii), and shall concurrently reduce the Reinvestment Reserve by an equivalent amount. Any remaining portion of the Lenders first Reinvestment Reserve shall be reduced to zero (0) upon the expiration of the applicable reinvestment periods pursuant to the principal amount of outstanding Swingline Loans preceding clauses (i) and second to the principal amount of outstanding Revolving Loans, without a corresponding reduction of the Aggregate Commitment; provided that such prepayment shall only be required (x) during a Cash Dominion Period or (y) if, after giving effect to any event described in this clause (iiiii), a Cash Dominion Period (without giving effect to any Cash Dominion Grace Period) would be triggered.”

Mandatory Prepayments. (a) The Company shall, without notice or demand, immediately prepay the Loans (other than Bid Loans and Eurocurrency Loans until the respective current Interest Periods therefor expire) and, if necessary, cash collateralize Bid Loans and Eurocurrency Loans to the extent that (i) Except as provided the Aggregate Extensions of Credit exceeds the aggregate Commitments of all the Banks then in Section 2.8effect or (ii) the Foreign Currency Exposure exceeds $50,000,000. The Company will implement and maintain internal accounting controls to monitor the borrowings and repayments of Loans by the Company and the issuance of and drawings under Letters of Credit, if with the object of preventing any request for an Extension of Credit that would result in (i) the Aggregate Extensions of Credit being in excess of the Revolving Credit Commitments or (ii) the Foreign Currency Exposure exceeding $50,000,000 and of promptly identifying and remedying any circumstance where, by reason of changes in exchange rates, (A) the Aggregate Extensions of Credit exceeds the Revolving Credit Commitments or (B) the amount of the Foreign Currency Exposure exceeds $50,000,000. In the event that at any time the Total Outstandings exceed the lesser of Company determines that (i) the Borrowing Base Aggregate Extensions of Credit exceeds the Revolving Credit Commitments or (ii) the amount of the Foreign Currency Exposure exceeds $50,000,000, the Company will immediately make or cause to be made such repayments or prepayments of Loans (other than Bid Loans and Eurocurrency Loans until the respective current Interest Periods therefor expire) and, if necessary, cash collateralize Bid Loans and Eurocurrency Loans as shall be necessary to cause (i) the Aggregate Extensions of Credit to no longer exceed the Revolving Credit Commitments and (ii) the amount of the Foreign Currency Exposure not to exceed $50,000,000. (b) The Administrative Agent will calculate the Aggregate CommitmentExtensions of Credit from time to time, and in any event not less frequently than once during each calendar month. In making such calculations, the Borrowers shall repay promptly upon Administrative Agent will rely on the earlier information most recently received by it from the Banks in respect of (A) any Responsible Officer outstanding Swing Line Loans, from the Bid Loan Lenders in respect of outstanding Bid Loans, and Issuing Banks in respect of Revolving L/C Obligations and the aggregate amount available to be drawn under outstanding Letters of Credit. Upon making each such calculation, the Administrative Agent will inform the Company and the Banks of the results thereof. (c) In the event that on any date the Administrative Borrower obtaining knowledge thereof Agent calculates that (i) the Aggregate Extensions of Credit exceeds the aggregate amount of the Revolving Credit Commitments or (ii) the Foreign Currency Exposure exceeds $50,000,000, the Administrative Agent will give notice to such effect to the Company. The Company will immediately make or cause to be made such repayments or prepayments of Loans or, if necessary, cash collateralize Bid Loans as shall be necessary to cause (i) the Aggregate Extensions of Credit to no longer exceed the Revolving Credit Commitments and (Bii) demand from the Foreign Currency Exposure not to exceed $50,000,000. (d) 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 to be cancelled without such Letter of Credit being drawn upon or (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, by payment or with cash collateral, all on terms satisfactory 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. (ii) If as of the most recent Revaluation Date and for any reason (including, without limitation, due to currency rate fluctuations) (A) the outstanding Letter of Credit Obligations exceed the Letter of Credit Limit or (B) the outstanding Alternative Currency Letter of Credit Obligations exceed the Alternative Currency Letter of Credit Sublimit, then the Borrowers shall, promptly upon the earlier of (x) any Responsible Officer of the Administrative Borrower obtaining knowledge thereof and (y) demand from the Administrative Agent, by payment to the Administrative Agent for the account of the applicable Issuing Banks and the Lenders, make a payment of cash collateral in an amount equal to such excess into a cash collateral account opened by the Administrative Agent, for the benefit of the applicable Issuing Banks and the Lenders. (iii) If at any time any Loan Party or any of its Subsidiaries shall receive Net Cash Proceeds from (A) any insurance or condemnation award payable by reason of theft, loss, physical destruction or damage, taking or similar event with respect to any Collateral or (B) the sale (or series of sales) or other disposition of Collateral or Material Trademarks, the Borrowers shall prepay Loans in an amount equal to one hundred percent (100%) of such Net Cash Proceeds, which Net Cash 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; provided that such prepayment shall only be required (x) during a Cash Dominion Period or (y) if, after giving effect to any event described in this clause (ii), a Cash Dominion Period (without giving effect to any Cash Dominion Grace Period) would be triggered.

Mandatory Prepayments. (1) If, on the first Business Day of each month, the Accommodations Outstanding under the Operating facility exceed 100% of the Operating Availability Limit, the Borrower shall, on the third Business Day following such day, (i) Except repay Floating Rate Advances outstanding under the Operating Facility; or (ii) pay an amount to the Administrative Agent, and irrevocably authorize and direct the Administrative Agent to apply such payment to Eurodollar Rate Advances or as provided a repayment of the Borrower's reimbursement obligation in Section 2.8respect of Drawings, if at any time on the Total Outstandings next maturity date for such Eurodollar Rate Advance or Drawing, as the case may be, such that the Accommodations Outstanding under the Operating Facility, after giving effect thereto, do not exceed the lesser Operating Availability Limit. (2) If, on the first Business Day of each month, the Accommodations Outstanding under the Tranche A Credit Facility or the Tranche B Credit Facility, as the case may be, exceed 102% of the Commitments thereunder, the Borrower shall, on the third Business Day following such day, (i) repay Floating Rate Advances outstanding under such Credit Facility; or (ii) pay an amount to the Administrative Agent, and irrevocably authorize and direct the Administrative Agent to apply such payment to Eurodollar Rate Advances or as a repayment of the Borrower's reimbursement obligation in respect of Drawings, on the next maturity date for such Eurodollar Rate Advance or Drawing, as the case may be, such that the Accommodations Outstanding under such Credit Facility, after giving effect thereto, do not exceed the Commitment thereunder. (3) An amount equal to the Net Proceeds from any Disposition of any Assets in excess of Cdn. $3,000,000 (or the Equivalent U.S. $ Amount of equivalent amount in any other currency) (whether individually or in aggregate) by the Borrower, Marsol or any Guarantor (other than the Net Proceeds from any dispositions pursuant to clause (i) of the definition of Permitted Dispositions) shall be applied, within 5 Business Days of receipt thereof, rateably to the prepayment of Accommodations Outstanding under the Term Facilities. (4) An amount equal to the Net Proceeds of (i) any Debt (other than the Borrowing Base incurrence of Refinancing Debt to refinance the Debt described in clause (iii) of the definition of Permitted Debt) created or incurred by the Borrower or any Guarantor, and (ii) the Aggregate Commitmentany issuance of securities, the Borrowers shall repay promptly upon the earlier of (A) any Responsible Officer of the Administrative Borrower obtaining knowledge thereof and (B) demand from the Administrative Agentunits, 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 convertible debt or similar equity instruments by the Administrative AgentBorrower, for the benefit of the Lenders. Marsol or any Guarantor (ii) If as of the most recent Revaluation Date and for any reason (including, without limitation, due to currency rate fluctuations) (A) the outstanding Letter of Credit Obligations exceed the Letter of Credit Limit or (B) the outstanding Alternative Currency Letter of Credit Obligations exceed the Alternative Currency Letter of Credit Sublimit, then the Borrowers shall, promptly upon the earlier of (x) any Responsible Officer of the Administrative Borrower obtaining knowledge thereof and (y) demand from the Administrative Agent, by payment to the Administrative Agent for the account of the applicable Issuing Banks and the Lenders, make other than a payment of cash collateral in an amount equal to such excess into a cash collateral account opened rights offering by the Administrative AgentBorrower of up to Cdn.$30,000,000 to partially finance the Montreal Expansion), for the benefit in either case in excess of the applicable Issuing Banks and the Lenders. (iii) If at any time any Loan Party or any of its Subsidiaries shall receive Net Cash Proceeds from (A) any insurance or condemnation award payable by reason of theft, loss, physical destruction or damage, taking or similar event with respect to any Collateral or (B) the sale Cdn. $3,000,000 (or series of sales) the Equivalent U.S. $ Amount or the equivalent amount in any other disposition of Collateral or Material Trademarkscurrency), the Borrowers shall prepay Loans in an amount equal to one hundred percent (100%) of such Net Cash Proceeds, which Net Cash Proceeds shall promptly upon receipt thereof be deposited into a Blocked Account and payments therefrom shall be applied by rateably to the Administrative Agent for the account prepayment of the Lenders first to Accommodations Outstanding under 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; provided that such prepayment shall only be required (x) during a Cash Dominion Period or (y) if, after giving effect to any event described in this clause (ii), a Cash Dominion Period (without giving effect to any Cash Dominion Grace Period) would be triggeredTerm Facilities.

Mandatory Prepayments. (i) Except as provided in Section 2.8The Borrower shall, if at any time the Total Outstandings exceed the lesser within 10 --------------------- business days of (i) the Borrowing Base and (ii) the Aggregate Commitment, the Borrowers shall repay promptly upon the earlier receipt of Net Cash Proceeds (A) any Responsible Officer of by the Administrative Parent or the 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 issuance by the Administrative Agent, for Parent or the benefit Borrower of the Lenders. (ii) If as of the most recent Revaluation Date and for any reason (including, without limitation, due to currency rate fluctuations) (A) the outstanding Letter of Credit Obligations exceed the Letter of Credit Limit Specified Equity or (B) by the Parent, the Borrower or PPL Energy Supply from the issuance by the Parent, the Borrower or PPL Energy Supply of Specified Debt, prepay an aggregate outstanding Alternative Currency Letter of Credit Obligations exceed the Alternative Currency Letter of Credit Sublimit, then the Borrowers shall, promptly upon the earlier of (x) any Responsible Officer principal amount of the Administrative Borrower obtaining knowledge thereof and (y) demand from the Administrative Agent, by payment to the Administrative Agent for the account of the applicable Issuing Banks and the Lenders, make a payment of cash collateral in an amount equal to such excess into a cash collateral account opened by the Administrative Agent, for the benefit of the applicable Issuing Banks and the Lenders. (iii) If at any time any Loan Party or any of its Subsidiaries shall receive Net Cash Proceeds from (A) any insurance or condemnation award payable by reason of theft, loss, physical destruction or damage, taking or similar event with respect to any Collateral or (B) the sale (or series of sales) or other disposition of Collateral or Material Trademarks, the Borrowers shall prepay Loans in an amount equal to one hundred percent (100%) the amount of such Net Cash ProceedsProceeds (or, which Net Cash Proceeds shall promptly upon receipt thereof be deposited into if the Xxxxxx Xxxxxxx Revolving Credit Agreement is outstanding, prepay Loans hereunder and Borrowings thereunder, on a Blocked Account ratable basis, based on the total outstanding principal amount thereof). The provisions set forth in (S)(S) 3.2(a)(iii) and payments therefrom (iv) shall be applied by the Administrative Agent for the account of the Lenders first applicable to the prepayments made under this (S) 3.2(b). (ii) The Borrower shall, on each Business Day, prepay an aggregate principal amount of outstanding Swingline the Loans and second comprising part of the same Borrowings, in an amount equal to the amount by which the aggregate principal amount of the outstanding Loans exceeds the Total Commitment on such Business Day. (iii) The Borrower shall, on each date on which the Borrower shall have voluntarily prepaid loans outstanding under the Xxxxxx Xxxxxxx Revolving LoansCredit Agreement, without a corresponding reduction prepay an aggregate principal amount of the Aggregate Commitment; provided that Loans hereunder comprising part of the same Borrowings, in an aggregate amount comparable to the amount of such prepayment shall only be required (x) during a Cash Dominion Period or (y) if, after giving effect to any event described in this clause (ii), a Cash Dominion Period (without giving effect to any Cash Dominion Grace Period) would be triggeredprepayments under the Xxxxxx Xxxxxxx Revolving Credit Agreement.

Mandatory Prepayments. (i) Except as provided in Section 2.8At any time a Borrowing Base Deficiency exists, Borrower shall immediately make a prepayment to Administrative Agent or the Eurocurrency Lending Installation (with any related Funding Loss) under the Revolving Facility (or, if at deemed appropriate by Administrative Agent or any time Lender, in their sole discretion, prefund the Total Outstandings exceed LC Exposure with cash collateral) so that a Borrowing Base Deficiency no longer exists; provided that, notwithstanding the lesser foregoing, Borrower may take up to five (5) Business Days to cure a Borrowing Base Deficiency after becoming aware of (i) same so long as the amount of the Borrowing Base and Deficiency does not exceed five percent (ii5%) the Aggregate Commitment, the Borrowers shall repay promptly 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 Lenderstotal Borrowing Base. (ii) If as of the most recent Revaluation Date and for any reason (includingImmediately upon a sale, without limitation, due to currency rate fluctuations) (A) the outstanding Letter of Credit Obligations exceed the Letter of Credit Limit or (B) the outstanding Alternative Currency Letter of Credit Obligations exceed the Alternative Currency Letter of Credit Sublimit, then the Borrowers shall, promptly upon the earlier of (x) any Responsible Officer of the Administrative Borrower obtaining knowledge thereof and (y) demand from the Administrative Agent, by payment to the Administrative Agent for the account of the applicable Issuing Banks and the Lenders, make a payment of cash collateral in an amount equal to such excess into a cash collateral account opened by the Administrative Agent, for the benefit of the applicable Issuing Banks and the Lenders. (iii) If at any time any Loan Party or any of its Subsidiaries shall receive Net Cash Proceeds from (A) any insurance or condemnation award payable by reason of theft, loss, physical destruction or damage, taking or similar event with respect to any Collateral or (B) the sale (or series of sales) lease or other disposition of Collateral assets by any Company other than a Permitted Asset Sale, Borrower shall make a mandatory prepayment to Administrative Agent or Material Trademarks, the Borrowers shall prepay Loans Eurocurrency Lending Installation (with any related Funding Loss) under the Revolving Facility in an amount equal to one hundred percent (100%) of the Net Proceeds of such sale, lease or other disposition. (iii) Immediately upon the sale or other disposition of any of Borrower's investment or interest in Detection Systems, Borrower shall make a mandatory prepayment on the Obligation to Administrative Agent or the Eurocurrency Lending Installation (with any related Funding Loss) equal to all of the Net Proceeds of such sale(s) until such time as the aggregate of all of such Net Cash ProceedsProceeds from Detection Systems sales paid hereunder equals Thirteen Million Dollars ($13,000,000). With respect to any Net Proceeds in excess of Thirteen Million Dollars ($13,000,000), which Net Cash Proceeds shall promptly upon receipt thereof the required mandatory prepayment will be deposited into a Blocked Account and payments therefrom shall be applied by the Administrative Agent for the account amount included within clause (c) of the Lenders first Borrowing Base immediately prior to the sale or other disposition in question. (iv) If the aggregate principal amount of Eurocurrency Borrowings outstanding Swingline Loans and second (after converting each Eurocurrency to its Dollar Equivalent) at any time exceeds the Eurocurrency Sublimit, then, upon five Business Days' written notice from the Eurocurrency Lending Installation, Administrative Agent or any Lender, Borrower shall prepay an aggregate principal amount of outstanding Revolving Loans, without a corresponding reduction Eurocurrency Borrowings sufficient to bring the aggregate of the Aggregate Commitment; provided that such prepayment shall only be required (x) during a Cash Dominion Period or (y) if, after giving effect to any event described in this clause (ii), a Cash Dominion Period (without giving effect to any Cash Dominion Grace Period) would be triggeredEurocurrency Borrowings outstanding within the Eurocurrency Sublimit.

Mandatory Prepayments. (a) Immediately upon receipt by the Borrower or any of its Subsidiaries of proceeds of any sale or disposition by the Borrower or such Subsidiary of any of its assets (excluding (i) Except sales of inventory in the ordinary course of business, (ii) sales of worn-out, obsolete equipment, (iii) sales of assets the proceeds of which are invested into the businesses of the Borrower and its Subsidiaries within 180 days after such assets are sold, (iv) sales of Area Development Rights or Franchise Rights and (v) so long as no Event of Default has occurred and is continuing, other sales of assets of the Borrower or any of its Subsidiaries with an aggregate book value not to exceed $1,000,000 in any Fiscal Year) the Borrower shall prepay the Loans in an amount equal to all such proceeds, net of commissions and other reasonable and customary transaction costs, fees and expenses properly attributable to such transaction and payable by such Borrower in connection therewith (in each case, paid to non-Affiliates). Any such prepayment shall be applied in accordance with Section 2.13(d) below. (b) If the Borrower or any of its Subsidiaries issues any debt or equity securities (other than (i) Indebtedness permitted under Section 7.1, (ii) equity securities issued by a Subsidiary of the Borrower to the Borrower or another Subsidiary and (iii) stock bonuses or incentives issued by the Borrower to its employees in the ordinary course of business in amounts which are customary for the Borrower’s industry) then no later than the Business Day following the date of receipt of the proceeds thereof, Borrower shall prepay the Loans in an amount equal to all such proceeds, net of underwriting discounts and commissions and other reasonable costs paid to non-Affiliates in connection therewith. Any such prepayment shall be applied in accordance with Section 2.13(d). (c) The Borrower shall repay the Revolving Loans so that the aggregate principal amount of Revolving Loans outstanding does not exceed $60,000,000 for at least 30 days out of any period of 60 consecutive days; provided in Section 2.8that, if the Borrower elects to increase the Aggregate Revolving Commitments in accordance with Section 2.24, then the Dollar amount set forth in the preceding clause shall be increased, Dollar for Dollar, by each Additional Commitment Amount. (d) Subject to Section 8.2, any prepayments made by the Borrower pursuant to Sections 2.13(a), (b) or (c) above shall be applied as follows: first, to Administrative Agent’s fees and reimbursable expenses then due and payable pursuant to any of the Loan Documents; second, to all other fees and reimbursable expenses of the Lenders and the Issuing Bank then due and payable pursuant to any of the Loan Documents, pro rata to the Lenders and the Issuing Bank based on their respective Pro Rata Shares of such fees and expenses; third, to interest then due and payable on the Loans made to Borrower, pro rata to the Lenders based on their respective Revolving Commitments; fourth, to the principal balance of the Swingline Loans, until the same shall have been paid in full, to the Swingline Lender; fifth, to the principal balance of the Revolving Loans, until the same shall have been paid in full, pro rata to the Lenders based on their respective Revolving Commitments and sixth, to cash collateralize the Letters of Credit in accordance with Section 2.23(g) in an amount in cash equal to the LC Exposure as of such date plus any accrued and unpaid fees thereon. (e) If at any time the Total Outstandings exceed the lesser Revolving Credit Exposure of (i) the Borrowing Base and (ii) all Lenders exceeds the Aggregate CommitmentRevolving Commitment Amount, as reduced pursuant to Section 2.9 or otherwise, the Borrowers Borrower shall immediately repay promptly upon the earlier of (A) any Responsible Officer of the Administrative Borrower obtaining knowledge thereof Swingline Loans 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. (ii) If as of the most recent Revaluation Date and for any reason (including, without limitation, due to currency rate fluctuations) (A) the outstanding Letter of Credit Obligations exceed the Letter of Credit Limit or (B) the outstanding Alternative Currency Letter of Credit Obligations exceed the Alternative Currency Letter of Credit Sublimit, then the Borrowers shall, promptly upon the earlier of (x) any Responsible Officer of the Administrative Borrower obtaining knowledge thereof and (y) demand from the Administrative Agent, by payment to the Administrative Agent for the account of the applicable Issuing Banks and the Lenders, make a payment of cash collateral in an amount equal to such excess, together with all accrued and unpaid interest on such excess into a cash collateral amount and any amounts due under Section 2.20. Each prepayment shall be applied first to the Swingline Loans to the full extent thereof, second to the Base Rate Loans to the full extent thereof, and finally to Eurodollar Loans to the full extent thereof. If after giving effect to prepayment of all Swingline Loans and Revolving Loans, the Revolving Credit Exposure of all Lenders exceeds the Aggregate Revolving Commitment Amount, the Borrower shall deposit in an account opened by with the Administrative Agent, in the name of the Administrative Agent and for the benefit of the applicable Issuing Banks Bank and the Lenders. (iii) If at any time any Loan Party or any of its Subsidiaries shall receive Net Cash Proceeds from (A) any insurance or condemnation award payable by reason of theft, loss, physical destruction or damage, taking or similar event with respect to any Collateral or (B) the sale (or series of sales) or other disposition of Collateral or Material Trademarks, the Borrowers shall prepay Loans in an amount in cash equal to one hundred percent (100%) of such Net Cash Proceeds, which Net Cash Proceeds shall promptly upon receipt thereof excess plus any accrued and unpaid fees thereon to be deposited into a Blocked Account and payments therefrom held as collateral for the LC Exposure. Such account 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; provided that such prepayment shall only be required (xadministered in accordance with Section 2.23(g) during a Cash Dominion Period or (y) if, after giving effect to any event described in this clause (ii), a Cash Dominion Period (without giving effect to any Cash Dominion Grace Period) would be triggeredhereof.

Mandatory Prepayments. (i) Except as provided in Section 2.8If, if at after giving effect to any time the Total Outstandings exceed the lesser termination or reduction of (i) the Borrowing Base and (ii) the Aggregate CommitmentMaximum Credit Amounts pursuant to Section 2.06(b), the Borrowers total Credit Exposures exceeds the total Commitments, then the Borrower shall repay promptly upon the earlier of (A) any Responsible Officer prepay the Borrowings on the date of the Administrative Borrower obtaining knowledge thereof such termination or reduction in an aggregate principal amount equal to such excess, and (B) demand from if any excess remains after prepaying all of the Administrative AgentBorrowings as a result of an LC Exposure, by payment pay to the Administrative Agent for the account on behalf of the Lenders, 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 be held as cash collateral into a cash collateral account opened by the Administrative Agent, for the benefit of the Lendersas provided in Section 2.08(j). (ii) If as Upon any redetermination of or adjustment to the amount of the most recent Revaluation Date and for any reason Borrowing Base in accordance with Section 2.07 or Section 8.13(c), if the total Credit Exposures exceed the redetermined or adjusted Borrowing Base, then the Borrower shall, within thirty (including30) days of such redetermination or adjustment of the Borrowing Base, without limitation, due to currency rate fluctuations) elect: (A) (1) to prepay the outstanding Letter of Credit Obligations exceed the Letter of Credit Limit or Loans in an aggregate principal amount equal to such excess and (B2) the outstanding Alternative Currency Letter of Credit Obligations exceed the Alternative Currency Letter of Credit Sublimit, then the Borrowers shall, promptly upon the earlier of (x) if any Responsible Officer excess remains after prepaying all of the Administrative Borrower obtaining knowledge thereof and (y) demand from the Administrative AgentBorrowings as a result of LC Exposure, by payment to pay to the Administrative Agent for the account on behalf of the applicable Issuing Banks and the Lenders, make a payment of cash collateral in Lenders an amount equal to such excess into a to be held as cash collateral account opened as provided in Section 2.08(j); (B) to prepay the Loans in an aggregate principal amount equal to such excess in four (4) equal installments, the first (1st) such installment being due and payable by the first (1st) Business Day after such election has been made by the Borrower and the three (3) remaining installments due monthly thereafter until such excess is paid in full; (C) to grant first-priority Liens in favor of the Administrative Agent in accordance with Section 8.14(a) on additional proved Oil and Gas Properties of the Loan Parties not previously evaluated in determining the Borrowing Base that are satisfactory to the Administrative Agent and are determined by the Administrative Agent, for Agent to have a value equal to or greater than the benefit amount of such excess; or (D) to make partial payments under the preceding clauses (A) or (B) and also to provide Collateral under the preceding clause (C) that together are effective to deal with such excess. In the case of an election by the Borrower of the applicable Issuing Banks option set forth in clause (A) above, the Borrower shall be obligated to pay such prepayment and/or deposit of cash collateral amount within forty-five (45) days following its receipt of the New Borrowing Base Notice in accordance with Section 2.07(d) or the date the adjustment occurs; provided that all payments required to be made pursuant to this Section 3.04(c)(ii) must be made on or prior to the Termination Date; provided further that if a sale of Property containing proved reserves constituting a portion of the Borrowing Base occurs pursuant to Section 9.12 during such period when the total Credit Exposures exceeds the redetermined or adjusted Borrowing Base, then the proceeds of such sale of Property, to the extent thereof and after deducting taxes and costs of sale, shall be used first to prepay the LendersBorrowings in an aggregate principal amount equal to such excess. (iii) If at Upon any time any Loan Party adjustments to the Borrowing Base pursuant to Section 9.02(f), Section 9.12 or any of its Subsidiaries Section 9.19, if the total Credit Exposures exceeds the Borrowing Base as adjusted, then the Borrower shall receive Net Cash Proceeds from (A) any insurance or condemnation award payable by reason of theftprepay the Borrowings in an aggregate principal amount equal to such excess, loss, physical destruction or damage, taking or similar event with respect to any Collateral or and (B) if any excess remains after prepaying all of the sale (or series Borrowings as a result of sales) or other disposition an LC Exposure, pay to the Administrative Agent on behalf of Collateral or Material Trademarks, the Borrowers shall prepay Loans in Lenders an amount equal to one hundred percent such excess to be held as cash collateral as provided in Section 2.08(j). The Borrower shall be obligated to make such prepayment and/or deposit of cash collateral on or before the first (100%1st) Business Day after it receives cash proceeds as a result of such Net Cash ProceedsDebt incurrence, which Net Cash Proceeds disposition or Unwind; provided that all payments required to be made pursuant to this Section 3.04(c)(iii) must be made on or prior to the Termination Date. (iv) Each prepayment of Borrowings pursuant to this Section 3.04(c) shall promptly upon receipt thereof be deposited into a Blocked Account applied, first, to any Swingline Loans then outstanding, second, ratably to any ABR Borrowings then outstanding, and payments therefrom third, 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 by the Administrative Agent for the account of the Lenders first ratably to the principal amount of outstanding Swingline Loans and second included in the prepaid Borrowings. Prepayments pursuant to this Section 3.04(c) shall be accompanied by accrued interest to the principal amount of outstanding Revolving Loans, without a corresponding reduction of the Aggregate Commitment; provided that such prepayment shall only be extent required (x) during a Cash Dominion Period or (y) if, after giving effect to any event described in this clause (ii), a Cash Dominion Period (without giving effect to any Cash Dominion Grace Period) would be triggeredby Section 3.02.

Mandatory Prepayments. (ia) Except as provided in Section 2.8, if at If on any time date the Total Outstandings Revolving Extensions of Credit exceed the lesser of (i) the Borrowing Base and (ii) the Aggregate CommitmentTotal Revolving Commitments, the Borrowers shall repay promptly upon Company shall, within five Business Days after notice thereof to the earlier of (A) any Responsible Officer of the Administrative Borrower obtaining knowledge thereof and (B) demand Company from the Administrative Agent, cash collateralize L/C Obligations and/or prepay Revolving Loans (or cause any Foreign Subsidiary Borrower to prepay Revolving Loans made to such Foreign Subsidiary Borrower) in an aggregate amount equal to such excess. If on any Exchange Rate Date, the Dollar Equivalent of the Total Revolving Extensions of Credit attributable to Alternative Currency Loans and Alternative Currency Letters of Credit exceed the Alternative Currency Sublimit by payment 5% or more, then within five Business Days after notice thereof to the Company from the Administrative Agent, the Company shall (or, with respect to obligations of a Foreign Subsidiary Borrower, shall cause such Foreign Subsidiary Borrower to) prepay Alternative Currency Loans and cash collateralize L/C Obligations in respect of Alternative Currency Letters of Credit in an aggregate principal amount at least equal to such excess. Nothing set forth in this Section 2.8 shall be construed to require the Administrative Agent for to calculate compliance under this Section 2.8 other than at the account of the Lenderstimes set forth in Section 2.8. (b) If any Indebtedness shall be issued or incurred by any Restricted Subsidiary (excluding any Indebtedness incurred in accordance with Section 7.2), 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 100% of the LendersNet Cash Proceeds thereof shall be applied on the date of such issuance or incurrence toward the prepayment of the Term Loans as set forth in Section 2.8(c). (iic) If as Amounts to be applied in connection with prepayments of the most recent Revaluation Date Term Loans made pursuant to Section 2.7 and for any reason (including, without limitation, due to currency rate fluctuations) (A) the outstanding Letter of Credit Obligations exceed the Letter of Credit Limit or (B) the outstanding Alternative Currency Letter of Credit Obligations exceed the Alternative Currency Letter of Credit Sublimit, then the Borrowers shall, promptly upon the earlier of (x) any Responsible Officer of the Administrative Borrower obtaining knowledge thereof and (y) demand from the Administrative Agent, by payment to the Administrative Agent for the account of the applicable Issuing Banks and the Lenders, make a payment of cash collateral in an amount equal to such excess into a cash collateral account opened by the Administrative Agent, for the benefit of the applicable Issuing Banks and the Lenders. (iii) If at any time any Loan Party or any of its Subsidiaries shall receive Net Cash Proceeds from (A) any insurance or condemnation award payable by reason of theft, loss, physical destruction or damage, taking or similar event with respect to any Collateral or (B) the sale (or series of sales) or other disposition of Collateral or Material Trademarks, the Borrowers shall prepay Loans in an amount equal to one hundred percent (100%) of such Net Cash Proceeds, which Net Cash Proceeds shall promptly upon receipt thereof be deposited into a Blocked Account and payments therefrom this Section 2.8 shall be applied to the prepayment of the Term Loans (on a pro rata basis) as directed by the Administrative Agent for the account Company. The application of any prepayment pursuant to this Section 2.8 shall be made, first, to ABR Loans and, second, to Eurocurrency Loans. Each prepayment of the Lenders first Loans under this Section 2.8 shall be accompanied by accrued interest to the principal amount date of outstanding Swingline Loans and second to the principal amount of outstanding Revolving Loans, without a corresponding reduction of the Aggregate Commitment; provided that such prepayment shall only be required (x) during a Cash Dominion Period or (y) if, after giving effect to any event described in this clause (ii), a Cash Dominion Period (without giving effect to any Cash Dominion Grace Period) would be triggeredon the amount prepaid.

Mandatory Prepayments. (i) 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 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. (ii) If as of the most recent Revaluation Date and for any reason (including, without limitation, due to currency rate fluctuations) (A) the outstanding Letter of Credit Obligations exceed the Letter of Credit Limit or (B) the outstanding Alternative Currency Letter of Credit Obligations exceed the Alternative Currency Letter of Credit Sublimit, then the Borrowers shall, promptly upon the earlier of (x) any Responsible Officer of the Administrative Borrower obtaining knowledge thereof and (y) demand from the Administrative Agent, by payment to the Administrative Agent for the account of the applicable Issuing Banks and the Lenders, make a payment of cash collateral in an amount equal to such excess into a cash collateral account opened by the Administrative Agent, for the benefit of the applicable Issuing Banks and the Lenders. (iiia) If at any time any Loan Party or any of its Subsidiaries shall receive Net Cash Proceeds from (A) any insurance or condemnation award payable by reason of theft, loss, physical destruction or damage, taking or similar event with respect to any Collateral or (B) the sale (or series of sales) or other disposition of Collateral or Material Trademarks, the Borrowers shall prepay Loans in an amount equal to one hundred percent (100%) of such Net Cash Proceeds, which Net Cash 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 sum of the Lenders first to Facility Usage and the principal amount of SG Obligations then outstanding Swingline is in excess of the lesser of the Borrowing Base or the Aggregate Commitments (such excess being herein called a “Borrowing Base Deficiency”), Borrower shall within 30 days after Administrative Agent gives notice to Borrower of such Borrowing Base Deficiency elect to take any of the following actions or a combination thereof: (i) prepay the SG Obligations and/or the principal of the Obligations in an aggregate amount at least equal to such Borrowing Base Deficiency in a single payment due and payable on the 30th day after the date on which Administrative Agent gives notice of such Borrowing Base Deficiency to Borrower (or, if the Loans have been paid in full, pay to LC Issuer Cash Collateral as required under Section 2.16(a)), or (ii) prepay the SG Obligations and/or the principal of the Obligations in an aggregate amount at least equal to such Borrowing Base Deficiency in two equal installments, one being due and second payable on the 90th day after the date on which Administrative Agent gives notice of such Borrowing Base Deficiency to Borrower and the other being payable on the 180th day after the date on which such notice is given to Borrower (or, if the Loans have been paid in full, pay to LC Issuer Cash Collateral as required under Section 2.16(a)), or (iii) give notice to Administrative Agent that Borrower desires to provide (or cause to be provided by other Restricted Persons) Administrative Agent with deeds of trust, mortgages, chattel mortgages, security agreements, financing statements and other security documents in form and substance similar to the principal Security Documents previously delivered to Administrative Agent (with any changes required to conform to changes in Law or changes in the type of collateral covered thereby), and otherwise reasonably satisfactory to Administrative Agent, granting, confirming, and perfecting first and prior liens or security interests in collateral acceptable to Supermajority Lenders subject to no liens other than Permitted Liens, to the extent needed to allow Supermajority Lenders to increase the Borrowing Base (as they in their reasonable discretion deem consistent with prudent oil and gas banking industry lending standards at the time) to an amount which eliminates such Borrowing Base Deficiency, and such Security Documents shall be executed and delivered to Administrative Agent within thirty days after Administrative Agent confirms to Borrower what collateral shall be required. If, prior to any such specification by Administrative Agent, Required Lenders determine that the giving of outstanding Revolving Loanssuch Security Documents will not serve to eliminate such Borrowing Base Deficiency, without a corresponding then, within five Business Days after receiving notice of such determination from Administrative Agent, Borrower will elect to make, and will thereafter make, the prepayments specified in the preceding clause (i) or (ii) of this subsection (a). (b) Immediately upon the reduction of the Aggregate Commitment; provided that such prepayment shall only be required (x) during a Cash Dominion Period Borrowing Base pursuant to Section 7.5 or (y) if, after giving effect to any event described in this clause (iiSection 7.3(g), Borrower shall make a Cash Dominion Period mandatory prepayment on the Loans in an amount, if any, required to eliminate any Borrowing Base Deficiency. (without giving effect c) Each prepayment of principal under this section shall be accompanied by all interest then accrued and unpaid on the principal so prepaid and any amounts due under Section 3.4. Any principal or interest prepaid pursuant to any Cash Dominion Grace Period) would this section shall be triggeredin addition to, and not in lieu of, all payments otherwise required to be paid under the Loan Documents at the time of such prepayment.

Mandatory Prepayments. (i) Except as provided ai In the event that the outstanding amount of any component of the Loans or the outstanding aggregate amount of the Loans and Letter of Credit Accommodations exceeds the amounts available under the Lending Formulas, the sublimit for Letter of Credit Accommodations set forth in Section 2.83.2(d) or the Maximum Credit, if as applicable, such event shall not limit, waive or otherwise affect any rights of Agent and Lenders in that circumstance or on any future occasions and Borrowers shall, upon demand by Agent, which may be made at any time or from time to time, immediately repay to Agent, for the Total Outstandings exceed ratable benefit of Lenders, the lesser entire amount of any such excess(es) for which payment is demanded, or in the case of Letter of Credit Accommodations, provide cash collateral to Agent (for itself and the ratable benefit of Lenders) in such amount. (bi Immediately after the receipt by a Borrower or any of its Subsidiaries of any Net Cash Proceeds on account of (i) the Borrowing Base and (ii) the Aggregate Commitmentsale, the Borrowers shall repay promptly upon the earlier assignment or other disposition of (A) any Responsible Officer assets of the Administrative such 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. (ii) If as of the most recent Revaluation Date and for any reason (including, without limitation, due to currency rate fluctuations) (A) the outstanding Letter of Credit Obligations exceed the Letter of Credit Limit or (B) the outstanding Alternative Currency Letter of Credit Obligations exceed the Alternative Currency Letter of Credit Sublimit, then the Borrowers shall, promptly upon the earlier of (x) any Responsible Officer of the Administrative Borrower obtaining knowledge thereof and (y) demand from the Administrative Agent, by payment to the Administrative Agent for the account of the applicable Issuing Banks and the Lenders, make a payment of cash collateral in an amount equal to such excess into a cash collateral account opened by the Administrative Agent, for the benefit of the applicable Issuing Banks and the Lenders. (iii) If at any time any Loan Party or any of its Subsidiaries shall receive Net Cash Proceeds from (other than (A) any insurance or condemnation award payable by reason sales of theftInventory in the ordinary course of such Borrower's and its Subsidiaries' business, loss, physical destruction or damage, taking or similar event with respect to any Collateral or (B) so long as no Event of Default exists or has occurred, sales of worn-out or obsolete Equipment to the sale extent permitted under Section 7.14 in the aggregate amount of up to $750,000 for all such sales by Borrowers of such Equipment), or (ii) the loss of or series damage to all or any portion of sales) the assets of a Borrower or other disposition any of Collateral its Subsidiaries, such Borrower shall absolutely and unconditionally, without notice or Material Trademarksdemand, make a payment to Agent, for the Borrowers shall prepay Loans ratable benefit of Lenders, as a mandatory prepayment of the then outstanding principal amount of the Loans, in an amount equal to one hundred percent (100%) percent of all such Net Cash Proceeds, which Net Cash Proceeds provided, that, such Borrower or such Subsidiary shall promptly upon not be required to make such mandatory prepayment with the proceeds of sales of worn-out or obsolete Equipment as provided in clause (i) above prior to an Event of Default, so long as all of such proceeds are used within one hundred twenty (120) days after the date of receipt thereof be deposited into a Blocked Account to purchase new Equipment free and clear of any security interest, lien, claim or other encumbrance. (ci All such payments therefrom in respect of the Loans pursuant to this Section 3.5 shall be applied by the Administrative Agent for the account of the Lenders first to without premium or penalty. All interest accrued on the principal amount of outstanding Swingline the Loans and second paid pursuant to this Section 3.5 shall be paid, or may be charged by Agent to the principal amount loan account(s) of outstanding Revolving Loansany Borrower, without a corresponding reduction at Agent's option, on the date of the Aggregate Commitment; provided that such prepayment shall only be required (x) during a Cash Dominion Period or (y) if, after giving effect to any event described in this clause (ii), a Cash Dominion Period (without giving effect to any Cash Dominion Grace Period) would be triggeredpayment.

Mandatory Prepayments. (ia) Except as provided in Subject to Section 2.82.18(c), if at any time date the Total Outstandings exceed Outstanding Amount for any Class exceeds the lesser Maximum Availability for such Class calculated as of such date, not later than the next succeeding Business Day, the applicable Borrower shall (i) the Borrowing Base and (ii) the Aggregate Commitment, the Borrowers shall repay promptly 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, apply an amount equal to such excess with each (x) to prepay its Loans of such repayment applied first Class, (y) in the case of an excess in respect of the U.S. Total Outstanding Amount, to prepay the Swingline Loans and (z) in the case of an excess in respect of the Canadian Total Outstanding Amount and to the principal extent such excess is by way of outstanding Bankers’ Acceptances, to cash collateralize its Bankers’ Acceptances (by depositing Canadian Dollars having a Dollar Amount equal to such excess or, if less, the total face amount of outstanding Swingline Loansall Bankers’ Acceptances in the appropriate Canadian Cash Collateral Account), 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. or (ii) If as cash collateralize (in the currency of the most recent Revaluation Date and for any reason (including, without limitation, due to currency rate fluctuations) (A) the outstanding applicable Letter of Credit Obligations exceed the Liabilities) its aggregate Letter of Credit Limit or Liabilities of such Class (B) the outstanding Alternative Currency Letter of Credit Obligations exceed the Alternative Currency Letter of Credit Sublimit, then the Borrowers shall, promptly upon the earlier of (x) any Responsible Officer of the Administrative Borrower obtaining knowledge thereof and (y) demand from the Administrative Agent, by payment to the Administrative Agent for the account of the applicable Issuing Banks and the Lenders, make a payment of cash collateral depositing Dollars in an amount equal to such excess into or Canadian Dollars having a Dollar Amount equal to such excess or, if less, the amount of all Letter of Credit Liabilities in the appropriate Cash Collateral Account), or a combination of the foregoing, until the Total Outstanding Amount for such Class, net of the amount of cash collateral account opened by the Administrative Agent, for the benefit of on deposit in the applicable Issuing Banks and Cash Collateral Account, does not exceed the LendersMaximum Availability for such Class. (iiib) If at any time any Loan Party or any of its Subsidiaries shall receive Net Cash Proceeds from (A) any insurance or condemnation award payable by reason of theftdate the Total Company Outstanding Amount exceeds $200,000,000, loss, physical destruction or damage, taking or similar event with respect to any Collateral or (B) not later than the sale (or series of sales) or other disposition of Collateral or Material Trademarksnext succeeding Business Day, the Borrowers Company shall prepay Loans in apply an amount equal to one hundred percent such excess to prepay the Company Loans, prepay the Company Swingline Loans or cash collateralize the aggregate Company Letter of Credit Liabilities (100%by depositing an amount equal to such excess in the Cash Collateral Account), or a combination of the foregoing, until the Total Company Outstanding Amount, net of the amount of cash collateral on deposit in the Cash Collateral Account, does not exceed $200,000,000. (c) If a Change of Control of the Company shall occur, the Borrowers shall, no later than the first Business Day after the date of such Net occurrence, (i) prepay all of their Loans and Swingline Loans then outstanding (together with accrued interest thereon), (ii) cash collateralize their Bankers’ Acceptances (by depositing Canadian Dollars having a Dollar Amount equal to such excess or, if less, the total face amount of all Bankers’ Acceptances in the appropriate Canadian Cash ProceedsCollateral Account) and (iii) cash collateralize their Letter of Credit Liabilities (by depositing an amount equal to the aggregate Letter of Credit Liabilities in the applicable Cash Collateral Account). (d) On each Business Day during a Sweep Period, which Net the Collateral Agent shall apply funds on deposit in each Cash Proceeds shall promptly upon receipt thereof be deposited into a Blocked Collateral Account and payments therefrom shall be applied by the Administrative Agent for the account in accordance with Section 6 of the Lenders first to the principal amount of outstanding Swingline Loans U.S. Security Agreement and second to the principal amount of outstanding Revolving Loans, without a corresponding reduction Section 9 of the Aggregate Commitment; provided that such prepayment shall only be required (x) during a Cash Dominion Period or (y) if, after giving effect to any event described in this clause (ii), a Cash Dominion Period (without giving effect to any Cash Dominion Grace Period) would be triggeredCanadian Security Agreement.

Mandatory Prepayments. (i) Except as provided in Section 2.8, if at any time Borrowers will be required to repay Revolving Loans and provide cash collateral to the Total Outstandings extent that Revolving Loans and Letters of Credit exceed the lesser of (i) the Borrowing Base and then in effect or the Maximum Credit, in each case, in cash without any prepayment premium or penalty (ii) the Aggregate Commitmentbut including all breakage or similar costs). At any time there is a Cash Dominion Event, the Borrowers all proceeds of Collateral shall repay promptly upon the earlier of (A) any Responsible Officer of the Administrative Borrower obtaining knowledge thereof and (B) demand from the Administrative Agent, by payment be applied to the Administrative Agent for obligations under the account of the LendersCredit Facility in a manner to be agreed. In addition, an amount equal Borrowers will be required 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. make prepayments: (iia) If as of the most recent Revaluation Date and for any reason (including, without limitation, due to currency rate fluctuations) (A) the outstanding Letter of Credit Obligations exceed the Letter of Credit Limit or (B) the outstanding Alternative Currency Letter of Credit Obligations exceed the Alternative Currency Letter of Credit Sublimit, then the Borrowers shall, promptly upon the earlier of (x) any Responsible Officer of the Administrative Borrower obtaining knowledge thereof and (y) demand from the Administrative Agent, by payment to the Administrative Agent for the account of the applicable Issuing Banks and the Lenders, make a payment of cash collateral in an amount equal to such excess into a cash collateral account opened by the Administrative Agent, for the benefit 100% of the applicable Issuing Banks and the Lenders. net cash proceeds of asset dispositions (iiiexcept for (i) If at dispositions in connection with any time any Loan Party or any of its Subsidiaries shall receive Net Cash Proceeds from Permitted Real Estate Financings (Aas hereinafter defined) any insurance or condemnation award payable by reason of theft, loss, physical destruction or damage, taking or similar event with respect to any Collateral or (Bii) dispositions resulting from casualty losses or condemnations and subject to exceptions to the sale extent mutually agreed upon and including sales in the ordinary course of business, but not any bulk sales); (or series of salesb) or other disposition of Collateral or Material Trademarks, the Borrowers shall prepay Loans in an amount equal to one hundred percent 100% of the net cash proceeds of any debt issued by any Loan Party or its subsidiaries (other than indebtedness under Permitted Real Estate Financings and certain other categories of permitted debt to be specified); (c) in an amount equal to 100%% of the net cash proceeds of any equity issuance by any Loan Party or its subsidiaries (other than equity issuances by a Loan Party or its subsidiary to its or their members or management and other employees, in each case as to such members, management or other employees pursuant to employee stock or option plans approved by the board of directors and other exceptions to be agreed); (d) in an amount equal to 100% of such Net Cash Proceedsthe net cash proceeds of casualty insurance and condemnation receipts received by any Loan Party or its subsidiaries, subject to reinvestment rights to be agreed; (e) in an amount equal to 100% of the net proceeds of extraordinary receipts (the definition of which is to be agreed); and (f) in an amount equal to 100% of the net cash proceeds received from the Permitted Real Estate Financings. Mandatory prepayments specified in clauses (a) through (e) will be applied first to the Revolving Loans (without permanent reduction in commitments), second to cash collateralize Letters of Credit, third to the outstanding ABL FILO Term Loans and fourth to the outstanding ABL IP Term Loans, in the event that the asset sold or that is the basis for the receipts is ABL Priority Collateral (except with respect to proceeds of any disposition of intellectual property assets of the Loan Parties or their subsidiaries, which Net Cash Proceeds shall promptly upon receipt thereof be deposited into a Blocked Account and payments therefrom proceeds shall be applied by to the Administrative Agent for outstanding ABL IP Term Loans prior to application to any other obligations under the account of the Lenders Credit Facility) or first to the principal amount loans under the Term Loan Facility in the event that the asset sold is the basis for the receipts is Term Loan Priority Collateral; provided that, if the Prepayment Exception Conditions are satisfied at the time of outstanding Swingline Loans and second a prepayment under clauses (b) or (c) above, such amounts may be applied first to the principal amount loans under the Term Loan Facility and thereafter to the Credit Facility, first to the Revolving Loans (and in the case of outstanding the Revolving Loans, without a corresponding permanent reduction in commitments), second to cash collateralize Letters of Credit, third to the Aggregate Commitment; provided that such prepayment shall only be required (x) during a Cash Dominion Period or (y) if, after giving effect outstanding ABL FILO Term Loans and fourth to any event described the outstanding ABL IP Term Loans. Mandatory prepayments specified in this clause (ii), a Cash Dominion Period (without giving effect to any Cash Dominion Grace Periodf) would will be triggeredapplied as provided in the definition of Permitted Real Estate Financings.

Mandatory Prepayments. (ia) Except as provided in Section 2.8, if If at any time the Total Outstandings exceed aggregate outstanding principal balance of all Revolving Credit Advances made hereunder plus the lesser aggregate stated amount of (i) all Letters of Credit outstanding exceeds the Borrowing Base and (ii) the Aggregate CommitmentMaximum Revolving Credit Amount, the Borrowers shall immediately repay promptly 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, Bank 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 Lendersexcess. (iib) If as of The Borrowers will make all required principal payments on the most recent Revaluation Date and for any reason Term Loan on the dates when due. (including, without limitation, due to currency rate fluctuationsc) (A) the outstanding Letter of Credit Obligations exceed the Letter of Credit Limit or (B) the outstanding Alternative Currency Letter of Credit Obligations exceed the Alternative Currency Letter of Credit Sublimit, then the The Borrowers shall, promptly upon on the earlier date of (x) any Responsible Officer receipt of the Administrative Net Cash Proceeds by any Borrower obtaining knowledge thereof and (y) demand from the Administrative Agent, by payment to the Administrative Agent for the account of the applicable Issuing Banks and the Lenders, make a payment of cash collateral in an amount equal to such excess into a cash collateral account opened by the Administrative Agent, for the benefit of the applicable Issuing Banks and the Lenders. (iii) If at any time any Loan Party or any of its their Subsidiaries shall receive from (i) the sale, lease, transfer or other disposition of any assets of any Borrower or any of their Subsidiaries (other than Net Cash Proceeds from a transaction permitted under Section 9.5), (Aii) the incurrence or issuance by any insurance Borrower or condemnation award payable by reason any of thefttheir Subsidiaries of any Indebtedness for borrowed money, lossexcept for the Bank Obligations, physical destruction or damage, taking or similar event with respect to any Collateral or (Biii) the sale (or series issuance by any Borrower or any of sales) their Subsidiaries of any capital stock or other disposition ownership or profit interest or any warrants, options or rights to acquire capital stock or other ownership or profits interest (other than Net Cash Proceeds from any such sale or issuance which described as one of Collateral its purposes undertaking acquisitions if such Net Cash Proceeds are used to finance any Permitted Acquisition or Material Trademarksany other acquisition permitted under Section 9.7(b) within ninety (90) days of the receipt thereof by such Borrower or Subsidiary), prepay an aggregate principal amount of the Borrowers shall prepay Loans in an amount Term Loan equal to one hundred percent (100%) the amount of such Net Cash Proceeds, which Net Cash Proceeds shall promptly upon receipt thereof be deposited into a Blocked Account and payments therefrom . Partial prepayments of the Term Loan under this Section 4.1(c) shall be applied by to the Administrative Agent for scheduled principal payments on the account Term Loan in inverse order of maturity and shall be applied first to portions of the Lenders first to Term Loan which are outstanding as Prime Rate Loans. (d) The Borrowers shall, within ninety (90) days after the end of each fiscal year, commencing with the fiscal year ending on December 31, 2001, prepay an aggregate principal amount of outstanding Swingline Loans and second the Term Loan equal to 25% of Consolidated Excess Cash Flow for such fiscal year up to a maximum of $500,000 per annum (excluding any amounts included in Consolidated Excess Cash Flow which are used to finance any Permitted Acquisition or any other acquisition permitted under Section 9.7(b) within 90 days of such fiscal year end). Partial prepayments of the Term Loan under this Section 4.1(d) shall be applied to the scheduled principal amount payments on the Term Loan in inverse order of outstanding Revolving Loans, without a corresponding reduction maturity and shall be applied first to portions of the Aggregate Commitment; provided that such prepayment shall only be required (x) during a Cash Dominion Period or (y) if, after giving effect to any event described in this clause (ii), a Cash Dominion Period (without giving effect to any Cash Dominion Grace Period) would be triggeredTerm Loan which are outstanding as Prime Rate Loans.

Mandatory Prepayments. (i) Except as provided in Section 2.8, if at If Borrower or any time the Total Outstandings exceed the lesser of (i) the Borrowing Base and (ii) the Aggregate Commitment, the Borrowers shall repay promptly upon the earlier of (A) any Responsible Officer other member of the Administrative Borrower obtaining knowledge thereof and Consolidated Group Disposes of any Property or other assets (B) demand from other than any Disposition in the Administrative Agent, by payment to the Administrative Agent for the account ordinary course of the LendersCore Businesses, an amount equal to such excess with each such repayment applied first to casualty and condemnations in which 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. (ii) If as of the most recent Revaluation Date and for any reason (including, without limitation, due to currency rate fluctuations) (A) the outstanding Letter of Credit Obligations exceed the Letter of Credit Limit or (B) the outstanding Alternative Currency Letter of Credit Obligations exceed the Alternative Currency Letter of Credit Sublimit, then the Borrowers shall, promptly upon the earlier of (x) any Responsible Officer of the Administrative Borrower obtaining knowledge thereof and (y) demand from the Administrative Agent, by payment to the Administrative Agent for the account of the applicable Issuing Banks and the Lenders, make a payment of cash collateral in an amount equal to such excess into a cash collateral account opened by the Administrative Agent, for the benefit of the applicable Issuing Banks and the Lenders. (iii) If at any time any Loan Party or any of its Subsidiaries shall receive Net Cash Proceeds from resulting therefrom are less than $2,000,000, and other casualty and condemnations to the extent provided in clause (Aiv) any insurance or condemnation award payable below) which results in the realization by reason such Person of theftNet Cash Proceeds, loss, physical destruction or damage, taking or similar event with respect then Borrower shall pay to any Collateral or (B) the sale (or series of sales) or other disposition of Collateral or Material Trademarks, the Borrowers shall prepay Loans in Agent an amount equal to one hundred percent (100%) of such Net Cash ProceedsProceeds immediately upon receipt thereof by such Person, such Net Cash Proceeds to be applied to the Obligations and the obligations under the Senior Term Loan in accordance with the Intercreditor Agreement. (ii) If Borrower or any other member of the Consolidated Group Disposes of any Property or other assets in the ordinary course of the Core Businesses (other than Dispositions of completed Units, Tower Units, memberships in Equity Clubs, memberships in or fees from Amenities, Excluded Parcels, casualty and condemnations in which the Net Cash Proceeds resulting therefrom are less than $2,000,000, and other casualty and condemnations to the extent provided in clause (iv) below)) which results in the realization by such Person of Net Cash Proceeds (A) in excess of $20,000,000 in the case of any individual Disposition or related Dispositions, then Borrower shall pay to Collateral Agent an amount equal to fifty percent (50%) of such Net Cash Proceeds immediately upon receipt thereof by such Person to be applied to the Obligations and the obligations under the Senior Term Loan in accordance with the Intercreditor Agreement, or (B) that, when combined with all Net Cash Proceeds from all such Dispositions (other than Dispositions in clause (A)) and all Dispositions of Excluded Parcels from and after the Third Amendment Effective Date, exceed $100,000,000 in the aggregate, then Borrower shall pay to Collateral Agent an amount equal to fifty percent (50%) of such excess Net Cash Proceeds immediately upon receipt thereof by such Person to be applied to the Obligations and the obligations under the Senior Term Loan in accordance with the Intercreditor Agreement. (iii) If there occurs any incurrence or issuance by Borrower or any member of the Consolidated Group of any Indebtedness as specified in clause (a) or (b) of the definition thereof (other than Excluded Issuances), then Borrower shall pay to Collateral Agent an amount equal to sixty-five percent (65%) of the Net Cash Proceeds therefore immediately upon receipt thereof by such Person, such Net Cash Proceeds to be applied to the Obligations and the obligations under the Senior Term Loan in accordance with the Intercreditor Agreement. (iv) If there occurs a casualty or condemnation with respect to any Property or other assets, and the Net Cash Proceeds resulting therefrom are equal to or greater than $2,000,000, then Borrower shall not be required to make any mandatory payments as a result of such casualty or condemnation with such Net Cash Proceeds to the extent of (A) any amounts previously paid by the applicable member of the Consolidated Group at the time of receipt of such Net Cash Proceeds for the Restoration of the applicable Property or other assets and certified to Administrative Agent in writing, and (B) any amounts to be paid by the applicable member of the Consolidated Group after receipt of such Net Cash Proceeds for the Restoration of the applicable Property or other assets, subject in the case of clause (B), to satisfaction of each of the following conditions: (I) Borrower has commenced, or intends to promptly commence, the Restoration of the applicable Property or other assets; (II) no Default or Event of Default shall have occurred and be continuing; (III) Administrative Agent shall be satisfied that the Restoration will be completed twelve (12) months after commencement of the Restoration; (IV) the applicable Property or other assets and the use thereof after the Restoration will be in compliance with and permitted under all Laws; (V) Borrower shall cause the Restoration to be done and completed in an expeditious and diligent fashion and in compliance with all applicable Laws; (VI) Borrower shall deliver, or cause to be delivered, to Administrative Agent a signed detailed budget approved in writing by Borrower’s architect or engineer stating the entire cost of completing the Restoration, which budget shall be acceptable to Administrative Agent; and (VII) the Net Cash Proceeds together with any cash or Cash Equivalents deposited by Borrower with Administrative Agent and available Committed Loans pursuant to Section 2.01 are sufficient in Administrative Agent’s reasonable judgment to cover the cost of the Restoration. If the foregoing conditions are not satisfied, then such Net Cash Proceeds shall promptly upon receipt thereof be deposited into a Blocked Account paid and applied in accordance with Sections 2.05(d)(i) or (ii), as applicable, and Section 2.05(d)(v). (v) To the extent that payments therefrom that are made to the Collateral Agent pursuant to the foregoing provisions of this Section 2.05(d) are subsequently paid to Administrative Agent, for the benefit of Lenders, such amounts shall be applied by the Administrative Agent for the account of the Lenders first first, to the principal amount of outstanding Swingline Non-Revolving Portion (and shall permanently reduce the Aggregate Commitments and the Maximum Non-Revolving Amount) until the Maximum Non-Revolving Amount is reduced to $0, second, to Committed Loans and second to under the principal amount of outstanding Revolving Loans, Portion (without a corresponding reduction of the Aggregate Commitment; provided that such prepayment shall only be required (x) during a Cash Dominion Period or (y) if, after giving effect to any event described in this clause (iiCommitments), a and third, to Cash Dominion Period Collateralize the L/C Obligations. (without giving effect to any Cash Dominion Grace Periodp) would be triggered.Section 2.06(b) is hereby deleted in its entirety and replaced with the following:

Mandatory Prepayments. (ia) Except as provided in Section 2.8, if at If on any time the Total Outstandings exceed the lesser of (i) the Borrowing Base and (ii) the Aggregate Commitmentdate Holdings, the Borrowers shall repay promptly 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. (ii) If as of the most recent Revaluation Date and for any reason (including, without limitation, due to currency rate fluctuations) (A) the outstanding Letter of Credit Obligations exceed the Letter of Credit Limit or (B) the outstanding Alternative Currency Letter of Credit Obligations exceed the Alternative Currency Letter of Credit Sublimit, then the Borrowers shall, promptly upon the earlier of (x) any Responsible Officer of the Administrative Borrower obtaining knowledge thereof and (y) demand from the Administrative Agent, by payment to the Administrative Agent for the account of the applicable Issuing Banks and the Lenders, make a payment of cash collateral in an amount equal to such excess into a cash collateral account opened by the Administrative Agent, for the benefit of the applicable Issuing Banks and the Lenders. (iii) If at any time any Loan Party or any of its Subsidiaries shall receive Net Cash Proceeds from (A) any insurance Asset Sale or condemnation award payable Disposition permitted by reason of theftSection 7.5(e), loss, physical destruction or damage, taking or similar event with respect to any Collateral or (B) the sale (or series of sales) or other disposition of Collateral or Material Trademarks, the Borrowers shall prepay Loans in an amount equal to one hundred percent (100%) of such Net Cash Proceeds, which Net Cash Proceeds shall promptly upon receipt thereof be deposited into a Blocked Account and payments therefrom (but in any event no later than 2 Business Days after such receipt) shall be applied paid by the Borrower to the Administrative Agent Agent, for the account ratable benefit of the Lenders first Lenders, to prepay the Obligations in cash at 100% of the principal amount of outstanding Swingline the Term Loans so prepaid, plus the sum of (x) accrued and second unpaid interest to the repayment date, plus (y) a pro rata portion of the Make-Whole Amount, plus (z) a pro rata portion (based on the amount of the Term Loans prepaid) of the deferred set-up fee referred to in Section 2.9(b)(ii). (b) On any date Parent, Holdings or the Borrower receives proceeds from a Company Sale, (i) all such proceeds (whether or not sufficient to make the following payments in full) shall be immediately applied to repay the Obligations in full in cash and to pay to the Administrative Agent, for the pro rata benefit of the Lenders, the sum of 100% of the principal amount of outstanding Revolving the Term Loans, without a corresponding reduction of plus (x) accrued and unpaid interest to the Aggregate Commitmentrepayment date, plus (y) the Make-Whole Amount, plus (z) the deferred set-up fee referred to in Section 2.9(b)(i); provided that at the time of any such prepayment Company Sale, all of the foregoing Obligations shall only be required paid in full regardless of the amount of proceeds actually received by Parent, Holdings or the Borrower. (c) Unless the Borrower shall otherwise have repaid in full all Obligations under this Agreement, upon (i) 75 days following a Parent Liquidity Event or (ii) an acceleration of the Obligations pursuant to Section 8, the Borrower shall repay the Obligations in full in cash and pay to the Administrative Agent, for the pro rata benefit of the Lenders, the sum of 100% of the principal amount of the outstanding Term Loans, plus (x) during a Cash Dominion Period or accrued and unpaid interest to the repayment date, plus (y) ifthe Make-Whole Amount, after giving effect plus (z) the deferred set-up fee referred to in Section 2.9(b)(ii). (d) Subject to Section 2.18, amounts to be applied in connection with a repayment made pursuant to Section 2.12(b) or (c), if the Obligations are not paid in full in cash, shall be applied, first, to accrued and unpaid interest on the Term Loans, second, to the deferred set-up fee referred to in Section 2.9(b), third, to outstanding principal of the Terms Loans (including, without limitation, any capitalized interest that has been added to the principal of the Term Loans) and, fourth, to any event described in remaining Obligations outstanding. The application of any repayment pursuant to this clause (ii)Section 2.12 shall be made, a Cash Dominion Period (without giving effect first, to any Cash Dominion Grace Period) would be triggeredBase Rate Loans, if any, and, second, to Eurodollar Loan.

Mandatory Prepayments. (i) Except as provided in Section 2.8, if If at any time the Total Revolving Credit Outstandings exceed the lesser of (i) the Borrowing Base and (ii) the Aggregate Revolving Credit Commitment, the Borrowers shall Borrower agrees to repay promptly immediately upon the earlier of (A) any Responsible Officer of the Administrative Borrower obtaining knowledge thereof and (B) demand notice from the Administrative Agent, by payment to the Administrative Agent for the account of the Revolving Credit Lenders, Extensions of Credit in an amount equal to such excess with each such repayment applied first first, to the principal amount of outstanding Swingline Loans, second to the principal amount of outstanding Revolving Credit Loans and third, with respect to any Letters of Credit then outstanding, to a payment of cash collateral Cash Collateral into a cash collateral Cash Collateral account opened by the Administrative Agent, for the benefit of the Lenders. (ii) If as of the most recent Revaluation Date and for any reason (including, without limitation, due to currency rate fluctuations) (A) the outstanding Letter of Revolving Credit Obligations exceed the Letter of Credit Limit or (B) the outstanding Alternative Currency Letter of Credit Obligations exceed the Alternative Currency Letter of Credit Sublimit, then the Borrowers shall, promptly upon the earlier of (x) any Responsible Officer of the Administrative Borrower obtaining knowledge thereof and (y) demand from the Administrative Agent, by payment to the Administrative Agent for the account of the applicable Issuing Banks and the Lenders, make a payment of cash collateral in an amount equal to such excess into (such Cash Collateral to be applied in accordance with Section 10.2(b)). (ii) If any Credit Party shall at any time or from time to time make or agree to make a cash collateral account opened Disposition or shall suffer an Event of Loss with respect to any Property, then, promptly upon receipt by the Administrative Agent, for the benefit Credit Party of the applicable Issuing Banks Net Cash Proceeds of such Disposition or Event of Loss, the Borrower shall prepay the Obligations in an aggregate amount equal to 100% of the amount of all such Net Cash Proceeds; provided that, (A) so long as no Default or Event of Default has occurred and is continuing, such Net Cash Proceeds shall not be required to be so applied to the Lendersextent the Borrower delivers to the Administrative Agent a certificate stating that the Borrower and its Subsidiaries intend to use such Net Cash Proceeds (x) to acquire capital assets useful to the business of the Borrower or one or more of its Subsidiaries or (y) consummate one or more acquisitions that are Permitted Acquisitions, in each case within 365 days of the receipt of such Net Cash Proceeds, it being expressly agreed that Net Cash Proceeds not so reinvested shall be applied to prepay the Term Loans promptly thereafter and (B) this subsection shall not require any such prepayment with respect to Net Cash Proceeds received on account of Dispositions during any fiscal year of the Borrower not exceeding $1,000,000 in the aggregate so long as no Default or Event of Default then exists. The amount of each such prepayment shall be applied to the outstanding Term Credit Loans until paid in full. (iii) If at after the Closing Date any time Credit Party shall issue any Loan Party or any Indebtedness, other than Indebtedness permitted by Section 9.1, the Borrower shall promptly notify the Administrative Agent of its Subsidiaries shall receive the estimated Net Cash Proceeds from (A) any insurance of such issuance to be received by or condemnation award payable for the account of the Credit Party in respect thereof. Promptly upon receipt by reason the Credit Party of theft, loss, physical destruction or damage, taking or similar event with respect to any Collateral or (B) the sale (or series Net Cash Proceeds of sales) or other disposition of Collateral or Material Trademarkssuch issuance, the Borrowers Borrower shall prepay Loans the Obligations in an aggregate amount equal to one hundred percent (100%) % of the amount of such Net Cash Proceeds, which Net Cash Proceeds shall promptly upon receipt thereof be deposited into a Blocked Account and payments therefrom . The amount of each such prepayment shall be applied by to the Administrative Agent for outstanding Term Credit Loans until paid in full. The Borrower acknowledges that its performance hereunder shall not limit the account rights and remedies of the Lenders first for any breach of any of the terms of the Loan Documents. (iv) In the event that the Borrower receives (including through Holdings) a Specified Equity Contribution, the Borrower shall, substantially simultaneously with the receipt by the Borrower of such Specified Equity Contribution (and in any event not later than the third Business Day thereafter), apply an amount equal to 100% of the proceeds of such Specified Equity Contribution to prepay outstanding Term Loans until paid in full and then to the principal amount of outstanding Swingline Loans and second to the principal amount of outstanding Revolving Credit Loans, without a corresponding reduction of the Aggregate Commitment; provided that such prepayment shall only be required (x) during a Cash Dominion Period or (y) if, after giving effect to any event described in this clause (ii), a Cash Dominion Period (without giving effect to any Cash Dominion Grace Period) would be triggered.

Mandatory Prepayments. (i1) Except as provided in Section 2.8, if If at any time the Total Revolving Credit Outstandings exceed the lesser Revolving Credit Commitment (as a result of (i) the Borrowing Base and (ii) the Aggregate Commitmentcurrency fluctuations or otherwise), the Borrowers shall each applicable Borrower agrees to repay promptly immediately upon the earlier of (A) any Responsible Officer of the Administrative Borrower obtaining knowledge thereof and (B) demand notice from the Administrative Agent, by payment to the Administrative Agent for the account of the Revolving Credit Lenders, Extensions of Credit in an amount equal to such excess with each such repayment applied first first, to the principal amount of outstanding US Swingline Loans, second second, to the principal amount of outstanding Canadian Swingline Loans, third to the principal amount of outstanding US Revolving Credit Loans, fourth, to the principal amount of outstanding Canadian Revolving Credit Loans and thirdfifth, with respect to any Letters of Credit then outstanding, to a payment of cash collateral Cash Collateral into a cash collateral Cash Collateral account opened by the Administrative Agent, for the benefit of the Revolving Credit Lenders, in an amount equal to such excess (such Cash Collateral to be applied, upon the occurrence and during the continuance of an Event of Default, in accordance with Section 10.2(b)); provided that if any US Borrower is required to make a payment of Cash Collateral pursuant to the terms of this Section 2.4(b)(i) as a result of any such excess, such amount (to the extent not applied in accordance with Section 10.2(b)) shall be returned to such US Borrower within three Business Days after such excess ceases to exist. (ii2) [intentionally omitted]. (3) If as of the most recent Revaluation Date and for at any reason (including, without limitation, due to currency rate fluctuations) (A) the time Swingline Loans outstanding Letter of Credit Obligations at such time exceed the Letter Swingline Commitment (as a result of Credit Limit currency fluctuations or otherwise), the applicable Borrower or Borrowers agree to repay within one (B1) the outstanding Alternative Currency Letter Business Day following receipt of Credit Obligations exceed the Alternative Currency Letter of Credit Sublimit, then the Borrowers shall, promptly upon the earlier of (x) any Responsible Officer of the Administrative Borrower obtaining knowledge thereof and (y) demand notice from the Administrative Agent, by payment to the Administrative Agent for the account of the applicable Issuing Banks and the LendersSwingline Lender, make a payment of cash collateral Swingline Loans in an amount equal to such excess into a cash collateral account opened by with each such repayment applied ratably to the Administrative Agent, for the benefit of the applicable Issuing Banks and the Lendersoutstanding Swingline Loans. (iii4) If at any time any Loan Party Letters of Credit outstanding at such time exceed the L/C Sublimit (as a result of currency fluctuations or any of its Subsidiaries shall receive Net Cash Proceeds from (A) any insurance or condemnation award payable by reason of theft, loss, physical destruction or damage, taking or similar event with respect to any Collateral or (B) the sale (or series of sales) or other disposition of Collateral or Material Trademarksotherwise), the applicable Borrower or Borrowers shall prepay Loans in an agree to Cash Collateralize the amount equal to one hundred percent (100%) of such Net excess (such Cash ProceedsCollateral to be applied, which Net Cash Proceeds shall promptly upon receipt thereof be deposited into a Blocked Account the occurrence and payments therefrom shall be applied by during the Administrative Agent for the account continuance of the Lenders first to the principal amount an Event of outstanding Swingline Loans and second to the principal amount of outstanding Revolving LoansDefault, without a corresponding reduction of the Aggregate Commitmentin accordance with Section 10.2(b)); provided that if any Borrower is required to make a payment of Cash Collateral pursuant to the terms of this Section 2.4(b)(iv) as a result of any such prepayment excess, such amount (to the extent not applied in accordance with Section 10.2(b)) shall only be required (x) during a Cash Dominion Period or (y) if, returned to such Borrower within three Business Days after giving effect such excess ceases to any event described in this clause (ii), a Cash Dominion Period (without giving effect to any Cash Dominion Grace Period) would be triggered.exist. 165457743_4174358596_2

Mandatory Prepayments. (a) (i) Except as provided in Section 2.8, if at If on any time day the Aggregate Revolving Credit Exposure exceeds the Total Outstandings exceed Commitment as then in effect, Workflow shall prepay on such day the lesser principal of (i) the Borrowing Base and (ii) the Aggregate Commitmentoutstanding Swingline Loans and, after all Swingline Loans have been prepaid in full or if no Swingline Loans are outstanding, the Borrowers shall repay promptly 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 prepay on such excess with each such repayment applied first to day the principal amount of outstanding Swingline Loans, second to the principal amount of outstanding Revolving Loans (other than Bankers' Acceptance Loans where the underlying Bankers Acceptances have not yet matured) (allocated between Dollar Revolving Loans and thirdCanadian Revolving Loans, as the Borrowers may elect) in an amount (for this purpose, using the Dollar Equivalent of payments in Canadian Dollars made with respect to any Letters Canadian Revolving Loans) equal to such excess. If, after giving effect to the prepayment of all outstanding Swingline Loans and Revolving Loans (other than Bankers' Acceptance Loans as referenced in the immediately preceding sentence), the sum of the outstanding Bankers' Acceptance Loans (for this purpose, using the Dollar Equivalent of the Face Amounts thereof), Competitive Bid Loans and Letter of Credit Outstandings exceeds the Total Commitment then outstandingin effect, to a payment (i) an amount of cash and/or Cash Equivalents equal to the lesser of such excess and the then outstanding Face Amount of all Bankers' Acceptances shall be deposited by DBF with the Agent as collateral into a cash collateral account opened for the obligations of DBF to the Canadian Lenders (rounded up to the nearest integral multiple of Cdn.$100,000) in respect of an equivalent Face Amount of outstanding Bankers' Acceptances accepted by the Administrative AgentCanadian Lenders which shall be paid to and applied by the Canadian Lenders, for the benefit in satisfaction of the Lenders. obligations of DBF to the Canadian Lenders in respect of such Banker's Acceptances, on the maturity date thereof, (ii) If as of the most recent Revaluation Date and for any reason (including, without limitation, due to currency rate fluctuations) (A) the outstanding Letter of Credit Obligations exceed the Letter of Credit Limit or (B) the outstanding Alternative Currency Letter of Credit Obligations exceed the Alternative Currency Letter of Credit Sublimit, then the Borrowers shall, promptly upon the earlier of (x) any Responsible Officer of the Administrative Borrower obtaining knowledge thereof and (y) demand from the Administrative Agent, by payment to the Administrative Agent for extent such excess exceeds the account of the applicable Issuing Banks and the Lendersamount applied pursuant to preceding clause (i), make a payment of cash collateral and/or Cash Equivalents in an amount equal to such remaining excess into a cash or, if less, an amount equal to the then outstanding principal amount of Competitive Bid Loans shall be paid by Workflow to the Agent to be held as collateral account opened by the Administrative Agent, for the benefit repayment of the applicable Issuing Banks such Competitive Bid Loans at maturity and the Lenders. (iii) If at any time any Loan Party or any of its Subsidiaries to the extent such excess exceeds the amount applied pursuant to preceding clauses (i) and (ii), Workflow shall receive Net pay to the Agent cash and/or Cash Proceeds from (A) any insurance or condemnation award payable by reason of theft, loss, physical destruction or damage, taking or similar event with respect to any Collateral or (B) the sale (or series of sales) or other disposition of Collateral or Material Trademarks, the Borrowers shall prepay Loans Equivalents in an amount equal to one hundred percent (100%) the amount of such Net Cash Proceeds, which Net Cash Proceeds shall promptly upon receipt thereof be deposited into a Blocked Account excess (less the amount applied pursuant to preceding clauses (i) 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; provided that such prepayment shall only be required (x) during a Cash Dominion Period or (y) if, after giving effect to any event described in this clause (ii)) (up to a maximum amount equal to the Letter of Credit Outstandings at such time), such cash and/or Cash Equivalents to be held as security for all obligations of Workflow hereunder and under the other Credit Documents in a cash collateral account (and invested from time to time in Cash Dominion Period (without giving effect Equivalents selected by the Agent) to any Cash Dominion Grace Period) would be triggeredestablished by the Agent.

Mandatory Prepayments. (i) Except as provided in Section 2.8, if at The Borrower shall use the Net Proceeds of any time sale or disposition by the Total Outstandings exceed Borrower or such Subsidiary of any of the lesser of Collateral other than Pledged Aircraft (i) the Borrowing Base including sale and (ii) the Aggregate Commitment, the Borrowers shall repay promptly upon the earlier of leaseback transactions and excluding (A) any Responsible Officer sales of inventory in the Administrative Borrower obtaining knowledge thereof and ordinary course of business, (B) demand from Designated Asset Sales and (C) sales or dispositions among the Borrower and its Subsidiaries) within sixty (60) days of receipt thereof to either make a partial prepayment of the Term Loans and the Existing Credit Facility Term Loans on a pro rata basis, or the Borrower shall pledge or cause a Loan Party to pledge to the Administrative Agent, by payment to the Administrative Agent additional Collateral for the account benefit of the Lenders, an amount provided that tangible assets will be replaced with tangible assets and intangible assets will be replaced with intangible assets, and of equal or greater aggregate value to such excess with each such repayment applied first Collateral, as determined by a methodology mutually agreeable to the principal amount Borrower and the Administrative Agent to that Collateral disposed of outstanding Swingline Loansor sold. Additionally, second the Borrower shall use the Net Proceeds of any Casualty, sale or disposition by the Borrower or such Subsidiary of any of the Pledged Aircraft (excluding sales or dispositions among the Borrower and its Subsidiaries so long as such Pledged Aircraft remains subject to the principal amount Administrative Agent’s perfected first priority security interest) within sixty (60) days of outstanding Revolving Loans and third, such sale or disposition (or one hundred eighty (180) days with respect to any Letters a Casualty) to make a partial prepayment of the Term Loans and the Existing Credit then outstandingFacility Term Loans on a pro rata basis, or the Borrower shall pledge or cause a Loan Party to a payment of cash collateral into a cash collateral account opened by pledge to the Administrative Agent, for the benefit of the Lenders, any combination of aircraft of equal or greater aggregate value, as determined by a methodology mutually agreeable to the Borrower and the Administrative Agent, to that Pledged Aircraft sold, damaged (to the extent of a total loss), disposed of or destroyed. In each case, upon receipt of Net Proceeds from any such Casualty (with respect to Pledged Aircraft), sale or disposition, the Borrower shall deposit or shall cause to be deposited such Net Proceeds into an account with one of the Lenders subject to a control agreement on terms and condition reasonably acceptable to the Administrative Agent. In the event that Net Proceeds are received by the Administrative Agent as loss payee relating to a Casualty of a Pledged Aircraft, the Administrative Agent shall, at the Borrower’s request, either (i) apply such Net Proceeds to make a partial prepayment of the Term Loans and the Existing Credit Facility Term Loans on a pro rata basis, or (ii) upon the Borrower’s (or such Loan Party’s or Loan Parties’) substitution of Pledged Aircraft pursuant to the terms of this Section 2.8(a)(i) and provided no Event of Default has occurred and is continuing, promptly deliver to the Borrower or such Loan Party the amount of such Net Proceeds received by the Administrative Agent with respect to such Pledged Aircraft relating to such Casualty. In the event of a Casualty of Collateral other than Pledged Aircraft, the Borrower or the relevant Loan Party (i) shall cause the Net Proceeds to be delivered to the Administrative Agent as loss payee, and (ii) in lieu of making a prepayment under this Section 2.8(a)(i) with respect to such Casualty, may substitute Collateral of equal or greater aggregate value as determined by a methodology mutually agreeable to the Borrower and the Administrative Agent, provided that tangible assets will be replaced with tangible assets and intangible assets will be replaced with intangible assets, within one hundred eighty (180) days of such Casualty. If at the end of any such one hundred eighty (180) day period, any Net Proceeds from a Casualty of any Pledged Aircraft or other Collateral have not been used for prepayment or substitute Collateral provided pursuant to this Section 2.8.(a)(i), then such Net Proceeds shall be applied to make a partial prepayment of the Term Loans and the Existing Credit Facility Term Loans on a pro rata basis. Upon such a substitution of Collateral and provided no Event of Default has occurred and is continuing, the Administrative Agent shall promptly deliver to the Borrower or such Loan Party the amount of such Net Proceeds received by the Administrative Agent with respect to such Collateral relating to such Casualty. Any such prepayment on account of the Term Loans made under this Section 2.8(a)(i) shall be applied in accordance with paragraph (C) below. (ii) If The Borrower shall prepay any outstanding Term Loans on a pro rata basis from the Net Proceeds received by the Borrower or any Subsidiary from any issuance of Capital Markets Securities occurring on or after the First Amendment Effective Date until an aggregate principal amount of Term Loans of up to $200,000,000 (the “Initial Application Amount”) has been prepaid pursuant to this Section 2.8(a)(ii); provided any amount above the Initial Application Amount shall be applied to any remaining availability in the Exempt Debt Amount (as of defined below) or otherwise in accordance with Section 2.8(a)(iv), if applicable. (iii) The Borrower shall not be required to prepay the most recent Revaluation Date and for Term Loans or the Existing Credit Facility Term Loans from the Net Proceeds received by the Borrower or any reason (including, without limitation, due to currency rate fluctuations) Subsidiary from (A) the outstanding Letter incurrence of Credit Obligations exceed any Indebtedness in connection with export credit agency financings of aircraft and other debt facilities or commercial paper facilities, in each case with banks or other institutional lenders or institutional investors providing for revolving credit loans, term loans, receivables financing (including through the Letter sale of Credit Limit receivables to such lenders or to special purpose entities formed to borrow from (or sell receivables to) such lenders against such receivables), or sale and leaseback transactions other than Excluded Sale and Leaseback Transactions, or letters of credit, in each case as amended, restated, modified, renewed, refunded, replaced or refinanced in whole or in part from time to time; or (B) after the outstanding Alternative Currency Letter of Credit Obligations exceed the Alternative Currency Letter of Credit Sublimit, then the Borrowers shall, promptly upon the earlier of (x) any Responsible Officer Initial Application Amount has been applied in prepayment of the Administrative Borrower obtaining knowledge thereof Term Loans pursuant to Section 2.8(a)(ii), any issuance of Capital Markets Securities occurring on or after the First Amendment Effective Date, provided that the aggregate amount of such Net Proceeds does not exceed $250,000,000 (the “Exempt Debt Amount”). (iv) At any time (A) after the issuances, sales, and financings described in Section 2.8(a)(iii) (for the avoidance of doubt, excluding Excluded Sale and Leaseback Transactions) have produced Net Proceeds equal to the Exempt Debt Amount and (yB) demand solely with respect to Net Proceeds received by the Borrower or any Subsidiary from any issuance of Capital Markets Securities occurring on or after the Administrative AgentFirst Amendment Effective Date, by payment to after the Administrative Agent for the account Initial Application Amount has been applied in prepayment of the applicable Issuing Banks Term Loans pursuant to Section 2.8(a)(ii), the Borrower shall prepay the Terms Loans and the LendersExisting Credit Facility Term Loans on a pro rata basis, make a payment of cash collateral in an amount equal to such excess into a cash collateral account opened (A) fifty percent (50%) of the aggregate Net Proceeds of any issuance of any Indebtedness for borrowed money by the Administrative Agent, for the benefit Borrower or any Subsidiary incurred thereafter; and (B) twenty-five percent (25%) of the applicable Issuing Banks aggregate Net Proceeds of sales of Capital Stock in the Borrower or any Subsidiary, and Indebtedness of the LendersBorrower or any Subsidiary convertible by the holder thereof into Capital Stock of the Borrower or such Subsidiary, incurred thereafter. (iiiv) If Notwithstanding any provision to the contrary set forth in this Section 2.8(a), as long as no Event of Default has occurred and is continuing, the mandatory prepayments described in Section 2.8(a)(ii) through (iv) shall not be required at any such time any Loan Party or any as the Leverage Ratio, determined at issuance in the case of equity and on a pro forma basis for the incurrence of Indebtedness, as of such time, is less than 4.00:1.00. (o) Section 2.8(b) is hereby amended by replacing such section in its Subsidiaries shall receive Net Cash Proceeds from entirety with the following: [Intentionally Omitted.] (Ap) any insurance or condemnation award payable Section 2.8(c) is hereby amended by reason replacing the first clause of theft, loss, physical destruction or damage, taking or similar event Section 2.8(c) to the colon with the following language: Any prepayments made by the Borrower pursuant to Section 2.8(a) above with respect to any Collateral or (B) the sale (or series of sales) or other disposition of Collateral or Material Trademarks, the Borrowers shall prepay Term Loans in an amount equal to one hundred percent (100%) of such Net Cash Proceeds, which Net Cash Proceeds shall promptly upon receipt thereof be deposited into a Blocked Account and payments therefrom shall be applied as follows: (q) Section 2.18 is hereby amended by (i) deleting the Administrative Agent for word “or” immediately before clause (h) thereof, (ii) inserting the account word “or” after the comma following the word “Borrower” at the end of clause (h) thereof, and (iii) inserting a new clause (i) to read in its entirety as follows: (i) any Lender has, or has a direct or indirect parent company that has, become the subject of a Bail-in Action; unless such Lender has become subject of a Bail-in Action solely by virtue of the Lenders first ownership or acquisition of any equity interest in that Lender or any direct or indirect parent company thereof by a Governmental Authority so long as such ownership interest does not result in or provide such Lender with immunity from the jurisdiction of courts within the United States or from the enforcement of judgments or writs of attachment on its assets or permit such Lender (or such Governmental Authority) to the principal amount of outstanding Swingline Loans and second to the principal amount of outstanding Revolving Loansreject, without a corresponding reduction repudiate, disavow or disaffirm any contracts or agreements made with such Lender, (r) Section 3.1 of the Aggregate Commitment; provided that such prepayment shall only be required Credit Agreement is hereby amended by adding the following new subsection (x) during a Cash Dominion Period or (y) if, after giving effect to any event described in this clause (ii), a Cash Dominion Period (without giving effect to any Cash Dominion Grace Period) would be triggered.b)(xx):

Mandatory Prepayments. (ia) Except [Reserved]. (b) [Reserved]. (c) [Reserved]. (d) On each Fee Payment Date on which any Letter of Credit denominated in an Optional Currency is outstanding, the Administrative Agent shall determine the Dollar Equivalent of the Total Domestic Extensions of Credit as of the last day of the related Fee Payment Period. If, as of the last day of any Fee Payment Period, the Dollar Equivalent of the Total Domestic Extensions of Credit exceeds the Total Domestic Commitments then in effect by 5% or more, then the Administrative Agent shall notify the Company and, within five Business Days of such notice, the Company or the relevant Subsidiary Borrower shall prepay Domestic Loans or Collateralize outstanding Letters of Credit in an aggregate principal or face amount at least equal to such excess; provided, that the failure of the Administrative Agent to determine the Dollar Equivalent of the Total Domestic Extensions of Credit as provided in this Section 2.82.14(d) shall not subject the Administrative Agent to any liability hereunder. (e) On each Fee Payment Date, if the Administrative Agent shall determine the Total Multicurrency Extensions of Credit as of the last day of the related Fee Payment Period. If, as of the last day of any Fee Payment Period, the Total Multicurrency Extensions of Credit exceeds the Total Multicurrency Commitments then in effect by 5% or more, then the Administrative Agent shall notify the Company and, within five Business Days of such notice, the Company or the relevant Subsidiary Borrower shall prepay Multicurrency Loans in an aggregate principal amount at least equal to such excess; provided, that the failure of the Administrative Agent to determine the Total Multicurrency Extensions of Credit as provided in this Section 2.14(e) shall not subject the Administrative Agent to any liability hereunder. (f) The Brazilian Administrative Agent shall determine the Total Brazilian Extensions of Credit on a quarterly basis as detailed in the Brazilian Bank Certificates. If, as of any quarterly date of determination, the Total Brazilian Extensions of Credit exceeds the Total Brazilian Commitments then in effect by 5% or more, then the Brazilian Administrative Agent shall notify the Administrative Agent and the Company and, within five Business Days of such notice, the Company or the relevant Subsidiary Borrower shall prepay the Brazilian Loans in an aggregate principal amount at least equal to such excess; provided, that the failure of the Brazilian Administrative Agent to determine the Total Brazilian Extensions of Credit as provided in this Section 2.14(f) shall not subject the Brazilian Administrative Agent to any liability hereunder. (g) If at any time the Total Outstandings Consolidated GMF Exposure shall exceed the lesser of (i) the Borrowing Base and (ii) the Aggregate Commitment$2 billion, the Borrowers shall repay promptly upon Company, GMF or any Subsidiary of GMF shall, within one (1) Business Day, prepay the earlier of (A) any Responsible Officer of then outstanding Total Consolidated GMF Exposure by 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 Lenderssuch excess. (ii) If as of the most recent Revaluation Date and for any reason (including, without limitation, due to currency rate fluctuations) (A) the outstanding Letter of Credit Obligations exceed the Letter of Credit Limit or (B) the outstanding Alternative Currency Letter of Credit Obligations exceed the Alternative Currency Letter of Credit Sublimit, then the Borrowers shall, promptly upon the earlier of (x) any Responsible Officer of the Administrative Borrower obtaining knowledge thereof and (y) demand from the Administrative Agent, by payment to the Administrative Agent for the account of the applicable Issuing Banks and the Lenders, make a payment of cash collateral in an amount equal to such excess into a cash collateral account opened by the Administrative Agent, for the benefit of the applicable Issuing Banks and the Lenders. (iii) If at any time any Loan Party or any of its Subsidiaries shall receive Net Cash Proceeds from (A) any insurance or condemnation award payable by reason of theft, loss, physical destruction or damage, taking or similar event with respect to any Collateral or (B) the sale (or series of sales) or other disposition of Collateral or Material Trademarks, the Borrowers shall prepay Loans in an amount equal to one hundred percent (100%) of such Net Cash Proceeds, which Net Cash 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; provided that such prepayment shall only be required (x) during a Cash Dominion Period or (y) if, after giving effect to any event described in this clause (ii), a Cash Dominion Period (without giving effect to any Cash Dominion Grace Period) would be triggered.

Mandatory Prepayments. (i) Except as provided in Section 2.8, if at any time Borrower shall be required to make mandatory prepayments of the Total Outstandings exceed Term Loans upon each of the lesser of following: (i) the Borrowing Base receipt by Borrower or any of its Affiliates of any damages or other amounts from Equipment Supplier under an Equipment Supply Agreement (including as a result of a delayed delivery pursuant to Section 4 of such Equipment Supply Agreement and (ii) the Aggregate Commitmentas a result of any cancellation by Equipment Supplier pursuant to Section 19 of such Equipment Supply Agreement), the Borrowers shall repay promptly 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, in an amount equal to such excess with each such repayment applied first to (A) during the principal continuance of any Default or Event of Default, the amount of outstanding Swingline Loanssuch damages or other amounts, second to or (B) so long as there is not continuing any Default or Event of Default, such portion of the principal amount of outstanding Revolving such damages as Hermes Agent (at the instruction of Hermes) shall designate in writing as the amount (if any) of the Term Loans and third, no longer eligible for coverage under the Hermes Export Credit Guarantee Documents as a result of such payment of amounts by Equipment Supplier to Borrower; (ii) any failure of the Hermes Export Credit Guarantee Documents to be effective 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 portion of the Lenders. (ii) If as of the most recent Revaluation Date and for any reason (includingTerm Loans, without limitation, due to currency rate fluctuations) (A) the outstanding Letter of Credit Obligations exceed the Letter of Credit Limit or (B) the outstanding Alternative Currency Letter of Credit Obligations exceed the Alternative Currency Letter of Credit Sublimit, then the Borrowers shall, promptly upon the earlier of (x) any Responsible Officer of the Administrative Borrower obtaining knowledge thereof and (y) demand from the Administrative Agent, by payment to the Administrative Agent for the account of the applicable Issuing Banks and the Lenders, make a payment of cash collateral in an amount equal to such excess into a cash collateral account opened by the Administrative Agent, for the benefit portion of the applicable Issuing Banks and the Lenders.Term Loans; and (iii) If at the refund to Borrower of any time any Loan Party or any of its Subsidiaries shall receive Net Cash Proceeds from (A) any insurance or condemnation award payable Hermes Guarantee Fees by reason of theft, loss, physical destruction or damage, taking or similar event with respect to any Collateral or (B) the sale (or series of sales) or other disposition of Collateral or Material Trademarks, the Borrowers shall prepay Loans Hermes in an amount equal to one hundred percent the Hermes Guarantee Fee Refund., which amount, notwithstanding any term set forth in this Section 3.4, shall be prepaid by Borrower in accordance with the written instructions of Hermes or Hermes Agent (100%at the instruction of Hermes) accompanying such Hermes Guarantee Fee Refund; and (iv) the Net Cash Proceeds of any insurance policy to the extent such Net Cash ProceedsProceeds are in respect of Collateral (as defined in the Security Agreement); provided, which Net Cash Proceeds Borrower shall promptly upon receipt thereof be deposited into a Blocked Account and payments therefrom shall be applied by have no obligation to prepay the Administrative Agent for Term Loans with the account proceeds of the Lenders first any business interruption insurance 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; provided that extent such prepayment shall only be required (x) during a Cash Dominion Period or (y) if, after giving effect to any event described in this clause (ii), a Cash Dominion Period (without giving effect to any Cash Dominion Grace Period) would be triggeredproceeds constitute compensation for lost earnings.

Mandatory Prepayments. (i) Except as provided in Section 2.8, if If at any time the Total Revolving Credit Outstandings exceed the lesser Revolving Credit Commitment (as a result of (i) the Borrowing Base and (ii) the Aggregate Commitmentcurrency fluctuations or otherwise), the Borrowers shall each applicable Borrower agrees to repay promptly immediately upon the earlier of (A) any Responsible Officer of the Administrative Borrower obtaining knowledge thereof and (B) demand notice from the Administrative Agent, by payment to the Administrative Agent for the account of the Revolving Credit Lenders, Extensions of Credit in an amount equal to such excess with each such repayment applied first first, to the principal amount of outstanding US Swingline Loans, second second, to the principal amount of outstanding Canadian Swingline Loans, third to the principal amount of outstanding US Revolving Credit Loans, fourth, to the principal amount of outstanding Canadian Revolving Credit Loans and thirdfifth, with respect to any Letters of Credit then outstanding, to a payment of cash collateral Cash Collateral into a cash collateral Cash Collateral account opened by the Administrative Agent, for the benefit of the Revolving Credit Lenders., in an amount equal to such excess (such Cash Collateral to be applied, upon the occurrence and during the continuance of an Event of Default, in accordance with Section 10.2(b)); provided that if any US Borrower is required to make a payment of Cash Collateral pursuant to the terms of this Section 2.4(b)(i) as a result of any such excess, such amount (to the extent not applied in accordance with Section 10.2(b)) shall be returned to such US Borrower within three Business Days after such excess ceases to exist. 146960219_6 (ii) [intentionally omitted]. (iii) If as of the most recent Revaluation Date and for at any reason (including, without limitation, due to currency rate fluctuations) (A) the time Swingline Loans outstanding Letter of Credit Obligations at such time exceed the Letter Swingline Commitment (as a result of Credit Limit currency fluctuations or otherwise), the applicable Borrower or Borrowers agree to repay within one (B1) the outstanding Alternative Currency Letter Business Day following receipt of Credit Obligations exceed the Alternative Currency Letter of Credit Sublimit, then the Borrowers shall, promptly upon the earlier of (x) any Responsible Officer of the Administrative Borrower obtaining knowledge thereof and (y) demand notice from the Administrative Agent, by payment to the Administrative Agent for the account of the applicable Issuing Banks and the LendersSwingline Lender, make a payment of cash collateral Swingline Loans in an amount equal to such excess into a cash collateral account opened by with each such repayment applied ratably to the Administrative Agent, for the benefit of the applicable Issuing Banks and the Lendersoutstanding Swingline Loans. (iiiiv) If at any time any Loan Party Letters of Credit outstanding at such time exceed the L/C Sublimit (as a result of currency fluctuations or any of its Subsidiaries shall receive Net Cash Proceeds from (A) any insurance or condemnation award payable by reason of theft, loss, physical destruction or damage, taking or similar event with respect to any Collateral or (B) the sale (or series of sales) or other disposition of Collateral or Material Trademarksotherwise), the applicable Borrower or Borrowers shall prepay Loans in an agree to Cash Collateralize the amount equal to one hundred percent (100%) of such Net excess (such Cash ProceedsCollateral to be applied, which Net Cash Proceeds shall promptly upon receipt thereof be deposited into a Blocked Account the occurrence and payments therefrom shall be applied by during the Administrative Agent for the account continuance of the Lenders first to the principal amount an Event of outstanding Swingline Loans and second to the principal amount of outstanding Revolving LoansDefault, without a corresponding reduction of the Aggregate Commitmentin accordance with Section 10.2(b)); provided that if any Borrower is required to make a payment of Cash Collateral pursuant to the terms of this Section 2.4(b)(iv) as a result of any such prepayment excess, such amount (to the extent not applied in accordance with Section 10.2(b)) shall only be required (x) during a Cash Dominion Period or (y) if, returned to such Borrower within three Business Days after giving effect such excess ceases to any event described in this clause (ii), a Cash Dominion Period (without giving effect to any Cash Dominion Grace Period) would be triggeredexist.

Mandatory Prepayments. (ia) 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 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 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 Indebtedness evidenced by the Administrative Agent, for Notes shall be prepaid on or before the benefit of fifth Business Day following the Lenders. (ii) If as of the most recent Revaluation Date and for any reason (including, without limitation, due to currency rate fluctuations) (A) the outstanding Letter of Credit Obligations exceed the Letter of Credit Limit or (B) the outstanding Alternative Currency Letter of Credit Obligations exceed the Alternative Currency Letter of Credit Sublimit, then the Borrowers shall, promptly upon the earlier of (x) any Responsible Officer of the Administrative receipt by Borrower obtaining knowledge thereof and (y) demand from the Administrative Agent, by payment to the Administrative Agent for the account of the applicable Issuing Banks and the Lenders, make a payment of cash collateral in an amount equal to such excess into a cash collateral account opened by the Administrative Agent, for the benefit of the applicable Issuing Banks and the Lenders. (iii) If at any time any Loan Party or any of its Subsidiaries shall receive of (i) Net Cash Sales Proceeds from (A) any insurance or condemnation award payable Dispositions, by reason of theft, loss, physical destruction or damage, taking or similar event with respect to any Collateral or (B) the sale (or series of sales) or other disposition of Collateral or Material Trademarks, the Borrowers shall prepay Loans in an amount equal to one hundred percent (100%) of such Net Cash Sales Proceeds, which (ii) Net Cash Issuance Proceeds from the issuance of debt securities of Borrower or any of its Subsidiaries (other than Indebtedness permitted by subsections (a) through (h) and subsection (j) of the definition of Permitted Indebtedness hereinabove), by an amount equal to one hundred percent (100%) of such Net Cash Issuance Proceeds and (iii) Net Cash Issuance Proceeds from the issuance of equity securities of Borrower or any of its Subsidiaries (except any issuance of equity securities to Borrower or to any of its Subsidiaries or to employees or former employees, directors and officers of Borrower pursuant to an exercise of stock options with respect to equity in Borrower), by an amount equal to one hundred percent (100%) of such Net Cash Issuance Proceeds. (b) On or before the date that is one hundred twenty (120) days after the close of each fiscal year of Borrower, commencing with the fiscal year ending December 31, 2001, Borrower shall promptly upon receipt thereof be deposited into a Blocked Account and payments therefrom prepay the principal Indebtedness evidenced by the Acquisition Note by an amount equal to fifty percent (50%) of Excess Cash Flow for such fiscal year. Principal sums so prepaid shall be applied by to those installments scheduled to repay the Administrative Agent for the account of the Lenders first to the outstanding principal amount of outstanding Swingline Loans and second to the principal Acquisition Loan in the inverse order of maturity, but shall not postpone the due date or change the amount of outstanding Revolving Loans, without a corresponding reduction of the Aggregate Commitment; provided that such prepayment any subsequent principal installment unless Bank shall only be required (x) during a Cash Dominion Period or (y) if, after giving effect to any event described otherwise agree in this clause (ii), a Cash Dominion Period (without giving effect to any Cash Dominion Grace Period) would be triggeredwriting.

Mandatory Prepayments. (ia) Except as provided in On each date on which the Commitments are reduced pursuant to Section 2.82.07 or Section 2.08, the Borrower shall repay or prepay such principal amount of the outstanding Loans, if any (together with interest accrued thereon and any amount 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. All such prepayments shall be applied first to the Syndicated Dollar Loan Notes and then to the Swing Loan Note. (b) If the Administrative Agent determines at any time (either on its own initiative or at the Total Outstandings exceed instance of any Bank) that the lesser of (i) the Borrowing Base and (ii) the Aggregate Commitment, the Borrowers shall repay promptly upon the earlier of (A) any Responsible Officer aggregate principal amount of the Administrative Borrower obtaining knowledge thereof and Foreign Currency Loans outstanding (Bafter converting each Foreign Currency Loan to its Dollar Equivalent on the date of calculation) demand at any time exceeds $25,000,000, then upon 5 Foreign Currency Business Days' written notice from the Administrative Agent, the Borrower shall prepay an aggregate principal amount of Foreign Currency Loans sufficient to bring the aggregate of the Foreign Currency Loans outstanding within an amount equal to $25,000,000. Nothing in the foregoing shall require the Administrative Agent to make any such calculation unless expressly requested to do so by payment the Required Banks. (c) Within 30 days of the end of each Fiscal Quarter in which the Borrower receives net cash proceeds from any Receivables Securitization Program, the Borrower shall certify to the Administrative Agent for the account current amount of Maximum Available Proceeds under such Receivables Securitization Program and prepay the Lenders, outstanding Loans in an aggregate principal amount equal to to: (i) 85% of such excess with each such repayment applied first net cash proceeds, rounded upwards to the principal amount of outstanding Swingline Loansnearest $100,000, second as 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. (ii) If as of the most recent Revaluation Date and for any reason (including, without limitation, due to currency rate fluctuations) (A) the outstanding Letter of Credit Obligations exceed the Letter of Credit Limit or (B) the outstanding Alternative Currency Letter of Credit Obligations exceed the Alternative Currency Letter of Credit Sublimit, then the Borrowers shall, promptly upon the earlier of (x) any Responsible Officer of the Administrative Borrower obtaining knowledge thereof and (y) demand from the Administrative Agent, by payment to the Administrative Agent for the account of the applicable Issuing Banks and the Lenders, make a payment of cash collateral Maximum Available Proceeds in an amount equal to or less than $80,000,000, but including such net cash proceeds only to the extent they are derived from sales of Receivables in an aggregate amount in excess into a cash collateral account opened by the Administrative Agent, for the benefit of the applicable Issuing Banks and the Lenders.highest level of aggregate sales of Receivables for which net proceeds have previously been paid pursuant to this clause (i), until aggregate net cash proceeds equal to 85% of Maximum Available Proceeds have been used to make prepayments pursuant to this clause (i); and (iiiii) If at any time any Loan Party or any 100% of its Subsidiaries shall receive Net Cash such net cash proceeds, rounded upwards to the nearest $100,000, as to Maximum Available Proceeds from (A) any insurance or condemnation award payable by reason of theft, loss, physical destruction or damage, taking or similar event with respect to any Collateral or (B) the sale (or series of sales) or other disposition of Collateral or Material Trademarks, the Borrowers shall prepay Loans in an amount equal greater than $80,000,000, but including such net cash proceeds only to one hundred percent (100%) the extent they are derived from sales of such Net Cash Proceeds, which Net Cash 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 Receivables in an aggregate amount in excess of the Lenders first highest level of aggregate sales of Receivables for which net proceeds have previously been paid pursuant 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; provided that such prepayment shall only be required (x) during a Cash Dominion Period or (y) if, after giving effect to any event described in this clause (ii), a Cash Dominion Period until aggregate net cash proceeds equal to 100% of Maximum Available Proceeds in excess of $80,000,000 have been used to make prepayments pursuant to this clause (ii). The Commitments shall be ratably reduced by the amount of such prepayments; provided, that (x) prepayments pursuant to clause (i) above shall not reduce the Commitments below an aggregate amount of $75,000,000, and (y) prepayments pursuant to clause (ii) above shall reduce the Commitments without giving effect regard to any Cash Dominion Grace Periodthe $75,000,000 limitation contained in clause (x). (d) would Each such payment or prepayment under paragraph (a), (b) or (c) above shall be triggeredapplied ratably to the Loans of the Banks outstanding on the date of payment or prepayment in the following order of priority:(i) first, to Syndicated Loans which are Base Rate Loans; (ii) secondly, to Swing Loans which are Base Rate Loans; (iii) thirdly, to Euro-Dollar Loans; (iv) fourthly, to Syndicated Loans which are Foreign Currency Loans, and (v) lastly, to Swing Loans which are Foreign Currency Loans.

Mandatory Prepayments. (i) Except Notwithstanding anything to the contrary contained in Section 2.9(b), if on the first Business Day of a calendar month or on any other date deemed necessary by the Agent in its discretion, either: (x) the Dollar Equivalent at such time of the outstanding Alternate Currency Loans exceeds the amount of the Alternate Currency Commitment in effect at such time, or (y) the aggregate principal amount, based on the Dollar Equivalent at such time of all outstanding Alternate Currency Loans and of all outstanding Revolving Loans, together with the aggregate amount of all Letter of Credit Liabilities and the aggregate principal amount of all outstanding Swingline Loans, exceeds the aggregate amount of the Commitments in effect at such time, in either case, solely because of currency fluctuations, then the Alternate Currency Lender may (in the case of clause (x)) or the Agent may (in the case of clause (y)), on behalf of the Borrower (which hereby irrevocably directs the Alternate Currency Lender or the Agent, as the case may be, to act on its behalf), request a borrowing of Base Rate Loans from the Lenders in an amount equal to such excess. The limitations of Section 3.5(a) shall not apply to any borrowing of Base Rate Loans made pursuant to this subsection. The Alternate Currency Lender shall give notice to the Agent, if applicable, and the Agent shall in any event promptly notify each Lender, of any such borrowing of Base Rate Loans not later than 12:00 noon on the proposed date of such borrowing. No later than 3:00 p.m. on such date, each Lender will make available to the Agent at the Principal Office, in immediately available funds, the proceeds of the Base Rate Loan to be made by such Lender. In the case of clause (x), the Agent shall pay the proceeds of such Base Rate Loans to the Alternate Currency Lender, which shall apply such proceeds to repay the outstanding principal balance of Alternate Currency Loans in such manner as the Alternate Currency Lender may reasonably determine and in the case of clause (y), such proceeds shall be applied to pay all amounts of principal outstanding on the Loans and any Reimbursement Obligations in accordance with Sections 2.18(m) and 3.2 and if any Letters of Credit are outstanding at such time the remainder, if any, shall be deposited into the Collateral Account for application as provided in Section 2.811.5. (ii) Notwithstanding anything to the contrary contained in Section 2.9(b), if at any time the Total Outstandings exceed aggregate principal amount, based on the lesser Dollar Equivalent at such time of (i) all outstanding Alternate Currency Loans, and of all outstanding Revolving Loans, together with the Borrowing Base aggregate amount of all Letter of Credit Liabilities and (ii) the Aggregate Commitment, the Borrowers shall repay promptly 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 aggregate principal amount of all outstanding Swingline Loans, second exceeds the aggregate amount of the Commitments in effect at such time (other than as a result of currency fluctuations), the Borrower shall immediately upon demand from the Agent pay to the principal Agent for the accounts of the Lenders the amount of such excess. Such payment shall be applied to pay all amounts of principal outstanding Revolving on the Loans and third, any Reimbursement Obligations in accordance with respect to Sections 2.18(m) and 3.2 and if any Letters of Credit then outstandingare outstanding at such time the remainder, to a payment of cash collateral if any, shall be deposited into a cash collateral account opened by the Administrative Agent, Collateral Account for the benefit of the Lenders. (ii) If application as of the most recent Revaluation Date and for any reason (including, without limitation, due to currency rate fluctuations) (A) the outstanding Letter of Credit Obligations exceed the Letter of Credit Limit or (B) the outstanding Alternative Currency Letter of Credit Obligations exceed the Alternative Currency Letter of Credit Sublimit, then the Borrowers shall, promptly upon the earlier of (x) any Responsible Officer of the Administrative Borrower obtaining knowledge thereof and (y) demand from the Administrative Agent, by payment to the Administrative Agent for the account of the applicable Issuing Banks and the Lenders, make a payment of cash collateral provided in an amount equal to such excess into a cash collateral account opened by the Administrative Agent, for the benefit of the applicable Issuing Banks and the LendersSection 11.5. (iii) If at any time any Loan Party or any of its Subsidiaries shall receive Net Cash Proceeds from (A) any insurance or condemnation award payable outstanding LIBOR Loans are paid by reason of theft, loss, physical destruction or damage, taking or similar event with respect this subsection (h) prior to any Collateral or (B) the sale (or series end of sales) or other disposition of Collateral or Material Trademarksthe applicable Interest Period therefor, the Borrowers Borrower shall prepay Loans in an amount equal to one hundred percent (100%) of such Net Cash Proceeds, which Net Cash 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; provided that such prepayment shall only be required (x) during a Cash Dominion Period or (y) if, after giving effect to any event described in this clause (ii), a Cash Dominion Period (without giving effect to any Cash Dominion Grace Period) would be triggeredpay all amounts due under Section 5.4.

Mandatory Prepayments. (iThe Borrower shall prepay the Loans, in each case, on a dollar-for-dollar basis, within five Business Days of receipt by Borrower of any Net Cash Proceeds referred to in this Section 2.11(b) Except as provided in Section 2.8, if at any time the Total Outstandings exceed with the lesser of (x) 100% of the Net Cash Proceeds attributable to each Prepayment Event specified below and (y) the aggregate amount of Loans outstanding on the date of prepayment: (i) 100% of the Borrowing Base Net Cash Proceeds received from any incurrence of Indebtedness of the Borrower for borrowed money (including Hybrid Securities and debt securities convertible into equity) by the Borrower (excluding (A) intercompany debt among the Borrower and/or its subsidiaries, (B) borrowings under the Existing Credit Agreement (including any increases thereto in accordance with the terms thereof) and under any capital lease, purchase money debt and equipment financings, (C) issuances of commercial paper, and (D) borrowings in an initial aggregate principal amount of up to $1,500,000,000 of senior unsecured term loans, provided that such term loans (x) mature no earlier than 364 days after the date any such term loan is first drawn, and (y) shall be on terms no more restrictive (taken as a whole) to the Borrower than the Loan Documents (as reasonably determined by the Borrower in consultation with the Administrative Agent); (ii) the Aggregate Commitment, the Borrowers shall repay promptly upon the earlier of (A) any Responsible Officer 100% of the Administrative Borrower obtaining knowledge thereof and (B) demand Net Cash Proceeds received from the Administrative Agentissuance of any Capital Stock by the Borrower (other than issuances pursuant to employee stock plans, by payment to the Administrative Agent for the account directors compensations or similar arrangements); (iii) 100% of the Lenders, an amount equal to such Net Cash Proceeds received from any Asset Sale of Borrower in 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, $75,000,000 with respect to any Letters of Credit then outstanding, single Asset Sale and $400,000,000 in the aggregate with respect to a payment of cash collateral into a cash collateral account opened by the Administrative Agent, for the benefit of the Lenders. (ii) If as of the most recent Revaluation Date and for any reason (including, without limitation, due to currency rate fluctuations) all Asset Sales other than (A) sales, transfers or other dispositions of inventory, used or surplus equipment and vehicles in the outstanding Letter ordinary course of Credit Obligations exceed the Letter of Credit Limit or business, (B) leases, subleases, licenses or sublicenses of real, personal or intellectual property in the outstanding Alternative Currency Letter ordinary course of Credit Obligations exceed business, and (C) sales, transfers or other dispositions of property to the Alternative Currency Letter of Credit Sublimit, then the Borrowers shall, promptly upon the earlier of extent that (x) any Responsible Officer such property is exchanged for credit against the purchase price of the Administrative Borrower obtaining knowledge thereof and (y) demand from the Administrative Agent, by payment to the Administrative Agent for the account of the applicable Issuing Banks and the Lenders, make a payment of cash collateral in an amount equal to such excess into a cash collateral account opened by the Administrative Agent, for the benefit of the applicable Issuing Banks and the Lenders. (iii) If at any time any Loan Party or any of its Subsidiaries shall receive Net Cash Proceeds from (A) any insurance or condemnation award payable by reason of theft, loss, physical destruction or damage, taking or similar event with respect to any Collateral or (B) the sale (or series of sales) or other disposition of Collateral or Material Trademarks, the Borrowers shall prepay Loans in an amount equal to one hundred percent (100%) of such Net Cash Proceeds, which Net Cash 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; provided that such prepayment shall only be required (x) during a Cash Dominion Period replacement property or (y) ifthe proceeds of such sale, after giving effect transfer or other disposition are promptly applied to any event described in this clause (ii), a Cash Dominion Period (without giving effect to any Cash Dominion Grace Period) would be triggeredthe purchase price of such replacement property.

Mandatory Prepayments. (ia) Except as provided Asset Dispositions, etc. The Borrower will, within two (2) Business ----------------------- Days after any Loan Party receives any Net Proceeds of any Asset Disposition, proceeds of any Insurance Recovery or proceeds of condemnation awards aggregating in Section 2.8excess of $1,000,000 during any calendar year (the amount of such Net Proceeds or proceeds exceeding $1,000,000 received during any such period are herein called the "Excess Proceeds Amount"), 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 upon the earlier of (A) any Responsible Officer of the Administrative Borrower obtaining knowledge thereof and (B) demand from pay to the Administrative Agent, by payment to the Administrative Agent for the account as a prepayment of the LendersLoans, an aggregate amount equal to the Excess Proceeds Amount; provided, however, that no 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, prepayment will be required (i) with respect to the net profits (if any) received from any Letters tower sales permitted pursuant to clause (b) of Credit then outstandingSection 9.8 or (ii) if and to the extent that the ----------- Excess Proceeds Amount is fully re-invested in productive assets used in the ordinary course of such Loan Party's business within 90 days of the receipt of such Excess Proceeds Amount or, if and to a payment the extent that such Excess Proceeds Amount has been, prior to the expiration of cash collateral such 90 day period, deposited into a cash collateral account opened held by the Administrative Agent pursuant to an agreement in form and substance satisfactory to the Administrative Agent, for the benefit within 180 days of the Lenders. receipt of such Excess Proceeds Amount; provided, further, however, that the Excess Proceeds Amount (iior portion thereof) If as not so re-invested within 90 days of the most recent Revaluation Date and for any reason (including, without limitation, due to currency rate fluctuations) (A) the outstanding Letter of Credit Obligations exceed the Letter of Credit Limit or (B) the outstanding Alternative Currency Letter of Credit Obligations exceed the Alternative Currency Letter of Credit Sublimit, then the Borrowers shall, promptly upon the earlier of (x) any Responsible Officer of the Administrative Borrower obtaining knowledge receipt thereof and (y) demand from the Administrative Agent, by payment to the Administrative Agent for the account of the applicable Issuing Banks and the Lenders, make a payment of cash collateral in an amount equal to such excess shall be deposited into a cash collateral account opened held by the Administrative Agent pursuant to an agreement in form and substance satisfactory to the Administrative Agent until such time as such amount is either re-invested within 180 days of the receipt thereof or applied to the Loans or other Obligations as provided in this Section 2.7. ----------- (b) Excess Cash Flow. On or prior to April 30, 2004, and on or prior to ---------------- each April 30 thereafter during the term of this Agreement, the Borrower will pay (or cause to be paid) to the Administrative Agent, for the benefit as a prepayment of the applicable Issuing Banks Loans and the Lenders. (iii) If at any time any Loan Party or any of its Subsidiaries shall receive Net Cash Proceeds from (A) any insurance or condemnation award payable by reason of theftother Obligations then outstanding, loss, physical destruction or damage, taking or similar event with respect to any Collateral or (B) the sale (or series of sales) or other disposition of Collateral or Material Trademarks, the Borrowers shall prepay Loans in an aggregate amount equal to one hundred percent (100%) 50% of such Net Excess Cash Proceeds, which Net Cash Proceeds shall promptly upon receipt thereof be deposited into a Blocked Account and payments therefrom shall be applied by the Administrative Agent Flow 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; provided that such prepayment shall only be required (x) during a Cash Dominion Period or (y) if, after giving effect to any event described in this clause (ii), a Cash Dominion Period (without giving effect to any Cash Dominion Grace Period) would be triggeredfiscal year then most recently ended.

Mandatory Prepayments. (i) Except as provided in Section 2.8, if at any time the Total Outstandings exceed the lesser Sales of (i) the Borrowing Base Assets and (ii) the Aggregate Commitment, the Borrowers shall repay promptly upon the earlier of Insurance/Condemnation Proceeds. (A) Within five (5) Business Days of any Responsible Officer sale of assets or series of related sales of assets permitted under Section 8.02(d)(v) resulting in Net Cash Proceeds for all such sales of assets in excess of $10,000,000 in the Administrative aggregate (or $200,000,000 in the aggregate so long as the Secured Net Leverage Ratio is equal to or less than 2.00 to 1.00 on a pro forma basis) and subject to Section 5.06(b)(ii) below, the Borrower obtaining knowledge thereof and (B) demand from the Administrative Agent, by payment shall immediately pay or cause to be paid an aggregate amount equal to 100% of such Net Cash Proceeds in excess of such applicable threshold to the Administrative Agent for distribution to the account Lenders in accordance with each such Lender’s Ratable Share of the LendersFacility based on the aggregate amount of Term Loans outstanding at such time. (B) Within five (5) Business Days following receipt of any Net Insurance/Condemnation Proceeds in excess of $10,000,000 in the aggregate, subject to Section 5.06(b)(ii) below, the Borrower shall immediately pay or cause to be paid an aggregate amount equal to 100% of 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. (ii) If as of the most recent Revaluation Date and for any reason (including, without limitation, due to currency rate fluctuations) (A) the outstanding Letter of Credit Obligations exceed the Letter of Credit Limit or (B) the outstanding Alternative Currency Letter of Credit Obligations exceed the Alternative Currency Letter of Credit Sublimit, then the Borrowers shall, promptly upon the earlier of (x) any Responsible Officer of the Administrative Borrower obtaining knowledge thereof and (y) demand from the Administrative Agent, by payment Net Insurance/Condemnation Proceeds to the Administrative Agent for distribution to the account Lenders in accordance with each such Lender’s Ratable Share of the applicable Issuing Banks and Facility based on the Lenders, make a payment aggregate amount of cash collateral in an amount equal to Term Loans outstanding at such excess into a cash collateral account opened by the Administrative Agent, for the benefit of the applicable Issuing Banks and the Lenderstime. (iiiC) If at Notwithstanding the foregoing, solely to the extent that any time any Loan Party ABL Facility is then outstanding and prior to the Discharge of ABL Obligations (as defined in the ABL Intercreditor Agreement or any comparable definition), clauses (A) and (B) above shall not apply in respect of its Subsidiaries shall receive any Net Cash Proceeds from the sale of assets, or any Net Insurance/Condemnation Proceeds, constituting (Ax) any insurance or condemnation award payable by reason of theft, loss, physical destruction or damage, taking or similar event with respect to any ABL Priority Collateral or (y) in the case of the sale of the equity interests of a Subsidiary that owns ABL Priority Collateral, the portion of such proceeds of such sale attributable to ABL Priority Collateral, as provided for in the ABL Intercreditor Agreement, (i) so long as no Default specified under Section 9.01(a), (k) or (l) or Event of Default shall have occurred and be continuing, or (ii) during the continuance of any such Default or Event of Default, to the extent such proceeds are used to repay or cash collateralize ABL Obligations. (D) Notwithstanding any of the other provisions of this Section 5.06(b), if at the time that any prepayment pursuant to clauses (i)(A) and (B) of this Section 5.06(b) would be required, the sale Borrower is required to prepay or offer to repurchase any Incremental Notes or Refinancing Notes (in each case, to the extent secured by Liens on the Collateral ranking pari passu basis with the Obligations) and the Permitted Refinancing of any such Debt, in each case pursuant to the terms of the documentation governing such Debt, with the Net Cash Proceeds for such sales of assets or Net Insurance/Condemnation Proceeds (such Incremental Notes and Refinancing Notes (or series the Permitted Refinancing of salesany such Debt) required to be prepaid or other disposition offered to be so repurchased, “Other Applicable First Priority Indebtedness”), then the Borrower may apply such Net Cash Proceeds and Net Insurance/Condemnation Proceeds on a pro rata basis (determined on the basis of Collateral or Material Trademarks, the Borrowers shall prepay aggregate outstanding principal amount of the Term Loans in an amount equal to one hundred percent (100%) and Other Applicable First Priority Indebtedness at such time; provided that the portion of such Net Cash Proceeds, which Proceeds and Net Insurance/Condemnation Proceeds allocated to the Other Applicable First Priority Indebtedness shall not exceed the amount of such Net Cash Proceeds and Net Insurance/Condemnation Proceeds required to be allocated to the Other Applicable First Priority Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such Net Cash Proceeds and Net Insurance/Condemnation Proceeds shall be allocated to the Term Loans in accordance with the terms hereof) to the prepayment of the Term Loans and to the prepayment or repurchase of Other Applicable First Priority Indebtedness, and the amount of prepayment of the Term Loans that would have otherwise been required pursuant to clauses (i)(A) and (B) of this Section 5.06(b), as applicable, shall be reduced accordingly; provided, further, that to the extent the holders of Other Applicable First Priority Indebtedness decline to have such indebtedness prepaid or repurchased, the declined amount shall promptly upon receipt thereof be deposited into a Blocked Account (and payments therefrom shall in any event within five Business Days after the date of such rejection) be applied by to prepay the Administrative Agent for Term Loans in accordance with 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; provided that such prepayment shall only be required (x) during a Cash Dominion Period or (y) if, after giving effect to any event described in this clause (ii), a Cash Dominion Period (without giving effect to any Cash Dominion Grace Period) would be triggeredterms hereof.

Mandatory Prepayments. (ia) Except as provided in Section 2.8, if Company shall make prepayments of Revolving Loans to the extent necessary so that the aggregate outstanding principal amount of Revolving Loans at any time does not exceed the Revolving Loan Commitments then in effect. Company shall also make (and cause the relevant Subsidiary Borrowers, in the case of Offshore Loans, to make) prepayments of the Revolving Loans, Bid Rate Loans and Offshore Loans to the extent necessary so that the Total Outstandings exceed Utilization of Revolving Loan Commitments at no time exceeds the lesser of Revolving Loan Commitments then in effect minus any Blocked Availability Amount. (ib) In the event that (1) the Borrowing Base and (ii) the Aggregate Commitment, the Borrowers shall repay promptly upon the earlier of (A) any Responsible Officer Dollar Equivalent of the Administrative Borrower obtaining knowledge thereof and (B) demand from the Administrative Agent, by payment to the Administrative Agent for the account Total Utilization of the Lenders, UK Loan Commitments exceeds an amount equal to 105% of the Offshore Currency Sublimit for Sterling, (2) the Dollar Equivalent of the Total Utilization of Australian Loan Commitments exceeds an amount equal to 103% of the Offshore Currency Sublimit for ADollars, (3) the Dollar Equivalent of the Total Utilization of Italian Loan Commitments exceeds an amount equal to 105% of the Offshore Currency Sublimit for Lire, or (4) (x) the sum of the Dollar Equivalent of the Total Utilization of UK Loan Commitments plus the Dollar Equivalent of the Total Utilization of Australian Loan Commitments plus the Dollar Equivalent of the Total Utilization of Italian Loan Commitments exceeds (y) an amount equal to 103% of the Aggregate Offshore Currency Sublimit, then in each case the applicable Subsidiary Borrower or Subsidiary Borrowers shall make prepayments of the applicable Type of Offshore Loans (or, in the case of a prepayment required under the immediately preceding clause (4), such excess with each Type or Types of Offshore Loans as Borrowers shall elect) so that, after giving effect to such repayment applied first to prepayment, the principal amount Dollar Equivalent of outstanding Swingline Loansthe Total Utilization of UK Loan Commitments, second to the principal amount Dollar Equivalent of outstanding Revolving Loans the Total Utilization of Australian Loan Commitments or the Dollar Equivalent of the Total Utilization of Italian Loan Commitments, as the case may be, does not exceed the applicable Offshore Currency Sublimit for such Offshore Currency and thirdthe sum of the Dollar Equivalent of the Total Utilization of UK Loan Commitments plus the Dollar Equivalent of the Total Utilization of Australian Loan Commitments plus the Dollar Equivalent of the Total Utilization of Italian Loan Commitments does not exceed the Aggregate Offshore Currency Sublimit; provided, with respect to any Letters of Credit then outstandinghowever, to a payment of cash collateral into a cash collateral account opened by that no prepayment under this subsection shall be required until ten Business Days after Administrative Agent shall have notified the applicable Offshore Administrative Agent, for Company and the benefit applicable Subsidiary Borrower that an event described in clause (1), (2), (3) or (4), as the case may be, has occurred; and provided further, however, that no prepayment of Offshore Loans shall be required under this subsection if, within seven Business Days after receipt of such notice from Administrative Agent, the applicable Subsidiary Borrower shall have increased the applicable Offshore Currency Sublimit in accordance with subsection 2.1D so that the Total Utilization of UK Loan Commitments, the Total Utilization of Australian Loan Commitments and the Total Utilization of Italian Loan Commitments (or the sum thereof, as the case may be) do not (or does not, as the case may be) exceed the respective maximum percentages of the LendersOffshore Currency Sublimits or the Aggregate Offshore Currency Sublimit, as the case may be, set forth above. (iic) If as Promptly after receipt by Company or any of its Subsidiaries of any Net Rockware Asset Sale Proceeds, Company shall prepay the Term Loans and/or the Revolving Loan Commitments shall be permanently reduced in an aggregate amount equal to such Net Rockware Asset Sale Proceeds. Concurrently with any such prepayment of the most recent Revaluation Date and for any reason (including, without limitation, due to currency rate fluctuations) (A) the outstanding Letter of Credit Obligations exceed the Letter of Credit Limit or (B) the outstanding Alternative Currency Letter of Credit Obligations exceed the Alternative Currency Letter of Credit Sublimit, then the Borrowers shall, promptly upon the earlier of (x) any Responsible Officer Loans and/or reduction of the Administrative Borrower obtaining knowledge thereof and (y) demand from the Administrative AgentRevolving Loan Commitments, by payment Company shall deliver to the Administrative Agent for an Officers' Certificate demonstra- ting the account calculation of the amount of the applicable Issuing Banks Net Rockware Asset Sale Proceeds that gave rise to such prepayment and/or reduction and specifying the application thereof to the prepayment of the Term Loans and/or any prepayment of the Revolving Loans (to the extent Revolving Loans will be repaid) and the Lendersreduction of the Revolving Loan Commitments. In the event that Company shall subsequently determine that the actual amount of such Net Rockware Asset Sale Proceeds was greater than the amount set forth in such Officers' Certificate, Company shall promptly make a payment an additional prepayment of cash collateral the Term Loans (and/or, if applicable, the Revolving Loan Commitments shall be permanently reduced) in an amount equal to the amount of such excess, and Company shall concurrently therewith deliver to Administrative Agent an Officers' Certificate demonstrating the derivation of the additional Net Rockware Asset Sale Proceeds resulting in such excess into a cash collateral account opened by and specifying the Administrative Agent, for the benefit of the applicable Issuing Banks and the Lendersapplication thereof as provided above. (iii) If at any time any Loan Party or any of its Subsidiaries shall receive Net Cash Proceeds from (A) any insurance or condemnation award payable by reason of theft, loss, physical destruction or damage, taking or similar event with respect to any Collateral or (B) the sale (or series of sales) or other disposition of Collateral or Material Trademarks, the Borrowers shall prepay Loans in an amount equal to one hundred percent (100%) of such Net Cash Proceeds, which Net Cash 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; provided that such prepayment shall only be required (x) during a Cash Dominion Period or (y) if, after giving effect to any event described in this clause (ii), a Cash Dominion Period (without giving effect to any Cash Dominion Grace Period) would be triggered.

Mandatory Prepayments. (i) Except If, after giving effect to any termination or reduction of the Revolving Loan Commitments pursuant to Section 2.06(b), the total Revolving Credit Exposures exceeds the total Revolving Loan Commitments, then the Borrower shall (A) prepay the Revolving Borrowings on the date of such termination or reduction in an aggregate principal amount equal to such excess, and (B) if any excess remains after prepaying all of the Revolving Borrowings as a result of an LC Exposure, pay to the Administrative Agent on behalf of the Revolving Lenders an amount equal to such excess to be held as cash collateral as provided in Section 2.8, if at any time the Total Outstandings exceed the lesser of (i) the Borrowing Base and 2.07(j). (ii) As soon as available and in any event not later than sixty (60) days after the Aggregate Commitmentend of each fiscal quarter of the Borrower, commencing with the fiscal quarter ending on June 30, 2011, the Borrowers Borrower shall repay promptly upon deliver to the earlier Administrative Agent the Borrower’s calculation of its Consolidated Excess Cash Flow for such fiscal quarter. On or prior to the sixty-fifth (A65th) any Responsible Officer day after the end of each fiscal quarter of the Administrative Borrower, commencing March 5, 2012, if (A)the Consolidated Total Leverage Ratio as of the fiscal quarter most recently ended is greater than 3.50 to 1.00, the Borrower obtaining knowledge thereof and shall prepay (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 distribution to the Term Lenders) an aggregate principal amount of outstanding Swingline Term Loans (including Delayed Draw Term 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. (iiif any) If as of the most recent Revaluation Date and for any reason (including, without limitation, due to currency rate fluctuations) (A) the outstanding Letter of Credit Obligations exceed the Letter of Credit Limit or (B) the outstanding Alternative Currency Letter of Credit Obligations exceed the Alternative Currency Letter of Credit Sublimit, then the Borrowers shall, promptly upon the earlier of (x) any Responsible Officer of the Administrative Borrower obtaining knowledge thereof and (y) demand from the Administrative Agent, by payment to the Administrative Agent for the account of the applicable Issuing Banks and the Lenders, make a payment of cash collateral in an amount equal to such excess into a cash collateral account opened by the Administrative Agent, for the benefit of the applicable Issuing Banks and the Lenders. (iii) If at any time any Loan Party or any of its Subsidiaries shall receive Net Cash Proceeds from (A) any insurance or condemnation award payable by reason of theft, loss, physical destruction or damage, taking or similar event with respect to any Collateral or (B) the sale (or series of sales) or other disposition of Collateral or Material Trademarks, the Borrowers shall prepay Loans in an amount equal to one hundred percent (100%) of Consolidated Excess Cash Flow for such fiscal quarter or (B) the Consolidated Total Leverage Ratio as of the fiscal quarter most recently ended is greater than 3.00 to 1.00, but less than or equal to 3.50 to 1.00, the Borrower shall prepay (by payment to the Administrative Agent for distribution to the Term Lenders) an aggregate principal amount of Term Loans (including Delayed Draw Term Loans, if any) equal to seventy-five percent (75%) of Consolidated Excess Cash Flow for such fiscal quarter. Notwithstanding the foregoing, the Borrower’s obligation to provide the quarterly calculation of Consolidated Excess Cash Flow (as required by this Section 3.04(b)(ii) and Section 8.01(e)) and make the quarterly payment of Consolidated Excess Cash Flow pursuant to this Section 3.04(b)(ii) shall cease and terminate at such time as the Borrower’s Consolidated Total Leverage Ratio (as determined pursuant to Section 9.01(b)) is equal to or less than 3.00 to 1.00 for two (2) full consecutive fiscal quarters at any time after the First Amendment Effective Date (calculated as of the last day of each such fiscal quarter). (iii) On each date on or after the Effective Date upon which the Borrower or any Subsidiary receives any cash proceeds from any Asset Sale made pursuant to Section 9.11(f), an amount equal to 100% of the Net Cash Proceeds, which Net Cash Sale Proceeds shall promptly upon receipt thereof be deposited into a Blocked Account and payments therefrom shall be applied by the Borrower on such date as a mandatory repayment in accordance with Section 3.04(b)(vii); provided, however, that such Net Sale Proceeds shall not be required to be so applied on such date so long as no Event of Default then exists and such Net Sale Proceeds shall be used to purchase Property (other than inventory and working capital) used or to be used in the businesses permitted pursuant to Section 9.06 within 180 days following the date of such Asset Sale, and provided, further, that if all or any portion of such Net Sale Proceeds not required to be so applied as provided above in this Section 3.04(b)(iii) are not so reinvested within such 180-day period (or such earlier date, if any, as the Borrower or relevant Subsidiary determines not to reinvest the Net Sale Proceeds from such Asset Sale as set forth above), such remaining portion shall be applied on the last day of such period (or such earlier date, as the case may be) as provided above in this Section 3.04(b)(iii) without regard to the preceding proviso. (A) On the date on or after the consummation of a Qualified Public Offering upon which the Borrower or any Subsidiary receives any cash proceeds therefrom, an amount equal to 100% of the Net Cash Proceeds from such Qualified Public Offering shall be applied by the Borrower on such date as a mandatory prepayment in accordance with Section 3.04(b)(iv)(C). (B) On the date on or after the consummation of any Other Equity Offering upon which the Borrower or any Subsidiary receives Net Cash Proceeds therefrom in an amount that, in the aggregate with all other Net Cash Proceeds received by the Borrower or any Subsidiary from all Other Equity Offerings that occur from and after the First Amendment Effective Date, exceeds $75,000,000, an amount equal to 100% of such excess Net Cash Proceeds (to the extent not previously so applied pursuant to this Section 3.04(b)(iv)(B)) shall be applied by the Borrower on such date as a mandatory prepayment in accordance with Section 3.04(b)(iv)(C). (C) All amounts required to be applied pursuant to the foregoing clauses (A) and (B) shall be applied on the date received as follows (or in such other manner as may be approved by the Required Lenders): (1) first as a mandatory repayment of the Term Loan in accordance with the requirements of Section 3.04(b)(vii) until the Term Loan has been repaid in full, and (2) second as a mandatory repayment of outstanding Revolving Borrowings on such date (without a permanent reduction in the Lenders’ Revolving Loan Commitments). (v) On each date on or after the Effective Date upon which the Borrower or any Subsidiary receives any cash proceeds from any Recovery Event, an amount equal to 100% of the Net Cash Proceeds from such Recovery Event shall be applied on such date as a mandatory repayment in accordance with the requirements of Section 3.04(b)(vii); provided, however, that so long as no Event of Default then exists, such Net Cash Proceeds shall not be required to be so applied on such date to the extent that such Net Cash Proceeds shall be used to replace or restore any Property in respect of which such Net Cash Proceeds were paid within 180 days following the date of the receipt of such Net Cash Proceeds, and provided, further, that if all or any portion of such Net Cash Proceeds are not so used within 180 days after the date of the receipt of such Net Cash Proceeds (or such earlier date, if any, as the Borrower or relevant Subsidiary determines not to reinvest the Net Cash Proceeds relating to such Recovery Event as set forth above), such remaining portion shall be applied on the last day of such period (or such earlier date, as the case may be) as provided above in this Section 3.04(b)(v) without regard to the proviso or the immediately preceding proviso. (A) If the Consolidated Total Leverage Ratio is greater than or equal to 6.50 to 1.00 as of September 30, 2012, then the Borrower shall make a mandatory prepayment of the Loans in an amount not less than $5,000,000 within 10 Business Days following the earlier to occur of (1) the date on which a compliance certificate with respect to the Borrower’s fiscal quarter ending on September 30, 2012 is delivered to the Administrative Agent pursuant to Section 8.01(g) and (2) November 29, 2012 and (B) if the Consolidated Total Leverage Ratio is greater than or equal to 5.75 to 1.0 as of December 31, 2012, then the Borrower shall make a prepayment of the Loans in an amount not less than $5,000,000 within 10 Business Days following the earlier to occur of (1) the date on which a compliance certificate with respect to the Borrower’s fiscal quarter ending on December 31, 2012 is delivered to the Administrative Agent pursuant to Section 8.01(g) and (2) March 1, 2013 (the tenth Business Day following such earlier date, the “Final Leverage Reduction Repayment Due Date”). If a Sponsor Event of Default occurs at any time, the Borrower shall immediately make a mandatory prepayment of the Loans in an amount not less than the maximum potential amount of remaining prepayments that could be required under this Section 3.04(b)(vi) as of the date such Sponsor Event of Default occurs. All mandatory prepayments of Loans required under this Section 3.04(b)(vi) (including any amounts paid directly by the Sponsor pursuant to the Sponsor Agreement) shall be applied as follows: first, as a mandatory repayment of outstanding Revolving Borrowings on such date (without a permanent reduction in the Lenders’ Revolving Loan Commitments) until the outstanding Revolving Borrowings are reduced to zero, then second as a mandatory repayment of the Term Loan in accordance with the requirements of Section 3.04(b)(vii) until the Term Loan has been repaid in full. (vii) Each prepayment of Borrowings pursuant to this Section 3.04(b) shall be applied ratably to the Loans included in the prepaid Borrowings. Each prepayment (A) pursuant to Section 3.04(b)(i) shall be applied to any outstanding Revolving Borrowings and the LC Exposure as described in Section 3.04(b)(i), and (B) pursuant to Sections 3.04(b)(ii) through (vi), to the extent such prepayment is applied as a mandatory repayment of the Term Loan, shall be applied to the remaining scheduled installments of principal required by Section 3.01(a)(i) in the inverse order of maturity. Prepayments pursuant to Section 3.04(b) shall be accompanied by accrued interest to the extent required by Section 3.02. Each prepayment of Borrowings pursuant to Section 3.04(b) shall be applied, first, ratably to any ABR Borrowings of the applicable Class then outstanding, and, second, to any Eurodollar Borrowings of the applicable Class then outstanding, and if more than one Eurodollar Borrowing of the applicable Class 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. (viii) If the Borrower is required to make a mandatory prepayment of Eurodollar Borrowings under this Section 3.02, the Borrower shall have the right, in lieu of making such prepayment in full, to deposit an amount equal to such mandatory prepayment with the Administrative Agent in a cash collateral account maintained (pursuant to documentation reasonably satisfactory to the Administrative Agent) by and in the sole dominion and control of the Administrative Agent. Any amounts so deposited shall be held by the Administrative Agent as collateral for the prepayment of such Eurodollar Rate Loans and shall be applied to the prepayment of the applicable Eurodollar Rate Loans at the end of the current Interest Periods applicable thereto. At the request of the Borrower, amounts so deposited shall be invested by the Administrative Agent in Cash Equivalents maturing prior to the date or dates on which it is anticipated that such amounts will be applied to prepay such Eurodollar Rate Loans; any interest earned on such Cash Equivalents will be for the account of the Lenders first Borrower and the Borrower will deposit with the Administrative Agent the amount of any loss on any such Cash Equivalents to the principal extent necessary in order that the amount of outstanding Swingline Loans and second the prepayment to be made with the principal amount of outstanding Revolving Loans, without a corresponding reduction of the Aggregate Commitment; provided that such prepayment shall only deposited amounts may not be required (x) during a Cash Dominion Period or (y) if, after giving effect to any event described in this clause (ii), a Cash Dominion Period (without giving effect to any Cash Dominion Grace Period) would be triggeredreduced.

Mandatory Prepayments. (i) Except as provided in Section 2.8If the Administrative Agent notifies the Borrower, if at any time time, that the Total Outstandings exceed Dollar Equivalent with respect to Loans denominated in any Foreign Currency plus the lesser then outstanding amount of (i) the Borrowing Base and (ii) Loans denominated in Dollars, exceeds the Aggregate Commitment, then the Borrowers Borrower shall repay promptly upon the earlier of (A) any Responsible Officer of the Administrative Borrower obtaining knowledge thereof and (B) demand from the Administrative Agentwithin five business days, by payment prepay such Loans or take such other action, in each case, to the Administrative Agent for the account of the Lenders, an amount equal extent necessary to eliminate any 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 Lendersexcess. (ii) If In the event that the Borrower actually receives or is deemed to have received (pursuant to clause (vi) of the definition of Debt Issuance) any Net Cash Proceeds arising from any Debt Issuance, in each case after the Effective Date, then the Borrower shall prepay the Loans outstanding as of the most recent Revaluation Date and for any reason date of receipt (including, without limitation, due to currency rate fluctuationsor deemed receipt in the case of clause (vi) (A) the outstanding Letter of Credit Obligations exceed the Letter of Credit Limit or (B) the outstanding Alternative Currency Letter of Credit Obligations exceed the Alternative Currency Letter of Credit Sublimit, then the Borrowers shall, promptly upon the earlier of (x) any Responsible Officer of the Administrative Borrower obtaining knowledge thereof and (ydefinition of Debt Issuance) demand from the Administrative Agent, by payment to the Administrative Agent for the account of the applicable Issuing Banks and the Lenders, make a payment of cash collateral such Net Cash Proceeds in an amount equal to the Ratable Amount of 50% of such excess into a cash collateral account opened by the Administrative Agent, for the benefit of the applicable Issuing Banks and the Lenders. (iii) If at any time any Loan Party or any of its Subsidiaries shall receive Net Cash Proceeds from not later than five (A5) any insurance or condemnation award payable by reason of theft, loss, physical destruction or damage, taking or similar event with respect to any Collateral or (B) Business Days following the sale receipt (or series deemed receipt in the case of salesclause (vi) or other disposition of Collateral or Material Trademarks, the Borrowers shall prepay Loans in an amount equal to one hundred percent (100%definition of Debt Issuance) by the Borrower of such Net Cash Proceeds, which . The Borrower shall promptly (and not later than the date of receipt thereof) notify the Administrative Agent of the receipt by the Borrower of such Net Cash Proceeds shall promptly upon receipt thereof be deposited into a Blocked Account and payments therefrom from any Debt Issuance. Each prepayment of Loans shall be applied by the Administrative Agent for the account of ratably to the Lenders first in accordance with their respective Pro Rata Shares thereof and shall be accompanied by accrued interest and fees on the amount prepaid to the principal amount date fixed for prepayment, plus, in the case of outstanding Swingline Loans and second any Eurocurrency Loans, any amounts due to the principal amount of outstanding Revolving Loans, without a corresponding reduction of the Aggregate Commitment; provided that such prepayment shall only be required (x) during a Cash Dominion Period or (y) if, after giving effect to any event described in this clause (ii), a Cash Dominion Period (without giving effect to any Cash Dominion Grace Period) would be triggeredLenders under Section 3.04.

Mandatory Prepayments. a) If one of the following events occurs, the Borrower shall make mandatory prepayments (each a Mandatory Prepayment) towards the Facility then outstanding within the periods and to the extent specified below: (i) Except as provided in Section 2.8, if at upon a refinancing of all or any time the Total Outstandings exceed the lesser part of (i) the Borrowing Base and (ii) the Aggregate Commitmentany Facility, the Borrowers Borrower shall promptly repay promptly upon all amounts outstanding under the earlier of (A) any Responsible Officer of Agreement in full and 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.Facilities shall be cancelled; (ii) If as if the Company receives proceeds pursuant to any debt raising (including by way of loans, bonds, promissory notes and private placements), the Borrower shall prepay the net proceeds (i.e., Cash proceeds net of cost, expenses and Taxes) of any such debt raising, except in case of: (A) proceeds under the Increase Option pursuant to Clause 3.4 (Increase Option); (B) Permitted Indebtedness in the cases of paragraph (h), (i) and (j) of the definition of that term; or (C) Permitted Indebtedness in the case of paragraph (j) of the definition of that term, provided the Leverage Ratio of the Group was below 3.0x in the most recent Revaluation Date and for any reason (including, without limitation, due to currency rate fluctuations) (A) the outstanding Letter of Credit Obligations exceed the Letter of Credit Limit or (B) the outstanding Alternative Currency Letter of Credit Obligations exceed the Alternative Currency Letter of Credit Sublimit, then the Borrowers shall, promptly upon the earlier of (x) any Responsible Officer of the Administrative Borrower obtaining knowledge thereof and (y) demand from the Administrative Agent, by payment to the Administrative Agent for the account of the applicable Issuing Banks and the Lenders, make a payment of cash collateral in an amount equal Compliance Certificate prior to such excess into a cash collateral account opened by the Administrative Agent, for the benefit of the applicable Issuing Banks and the Lendersdebt raising. (iii) If at any time any Loan Party if the Company or any of its Subsidiaries receives proceeds from any listing or any other equity transaction not resulting in a Change of Control, the Borrower shall receive Net prepay the net proceeds (i.e., Cash Proceeds proceeds net of cost, expenses and Taxes) of such listing or equity transaction. (iv) if the Company or any member of the Group receives proceeds from an asset disposal or a series of related asset disposals exceeding an aggregate amount of EUR 15,000,000 (or the equivalent thereof in another currency), the Borrower shall prepay the net proceeds (i.e., Cash proceeds net of cost, expenses and Taxes) of any such asset disposals, except if: (A) any insurance the relevant disposal of assets (other than shares or condemnation award payable by reason businesses) occurs in the ordinary course of theft, loss, physical destruction or damage, taking or similar event with respect to any Collateral or business; (B) the sale relevant disposal of assets occurs among members of the Group; (or series C) the net proceeds of salesthe relevant disposal are reinvested within 12 Months; or (D) or other disposition if the Leverage Ratio of Collateral or Material Trademarksthe Group was below 3.0x in the most recent Compliance Certificate to such disposal. or (v) if a RCF Loan is utilized in an Optional Currency and if the equivalent Base Currency Amount of the outstanding amounts under such RCF Loans exceeds the Commitments under the respective Facilities by more than 5% (the Excess Amount) as a result of currency fluctuations, the Borrowers shall respective Borrower shall, upon the Agent’s request, (i) within 5 (five) Business Days and irrespective of the Interest Periods of the RCF Loans, prepay a RCF Loan or RCF Loans in an the amount equal of the Excess Amount or (ii) deposit the Excess Amount as Cash collateral on a separate account to one hundred percent (100%) of such Net Cash Proceedsbe held with the Agent, which Net Cash Proceeds shall promptly upon receipt thereof be deposited into is herewith pledged in favour of the Finance Parties as a Blocked Account and payments therefrom shall be applied by the Administrative Agent Security for the account relevant Borrower’s obligations under the Finance Documents. b) Such Mandatory Prepayments are to be applied: (i) against the scheduled repayments of the Lenders first to Term Loan Facility (other than the principal amount of outstanding Swingline Loans repayment scheduled on the Final Maturity Date) in inverse chronological order and second to thereafter against the principal amount of outstanding Revolving Loans, without a corresponding reduction prospective remainder of the Aggregate Commitmentthen outstanding amounts on the Final Maturity Date; provided that such prepayment shall only be required (x) during a Cash Dominion Period or (y) if, after giving effect to any event described in this clause and (ii)) following full repayment of the Term Loan Facility, a Cash Dominion Period (without giving effect to any Cash Dominion Grace Period) would be triggeredagainst the outstanding Loans under the RCF.

Mandatory Prepayments. (a) (i) Except The Borrower shall use 100% of the Net Proceeds of any sale or disposition of any asset by the Borrower or any Subsidiary (other than any Permitted Asset Sale) whether effected pursuant to a Division or otherwise or of any Casualty, within five (5) Business Days of receipt thereof to make a prepayment of the Term Loans; provided that, prior to the payoff in full of the Obligations (as provided defined in Section 2.8, if at any time the Total Outstandings exceed Prepetition Credit Agreement as in effect on the lesser of Effective Date) (i) 100% of the Borrowing Base Net Proceeds of any sale or disposition of any Junior Priority Collateral shall be applied to prepay the Term Loans (as defined in the Prepetition Credit Agreement as in effect on the Effective Date) and (ii) 100% of the Aggregate CommitmentNet Proceeds of any sale or disposition of any assets other than Collateral shall be applied to make a prepayment of the Term Loans and Term Loans (as defined in the Prepetition Credit Agreement as in effect on the Effective Date) on a ratable basis. In the event of a Casualty (other than a Casualty described in clause (c) of the definition thereof) of Collateral or of any Specified Aircraft (other than Junior Priority Collateral until the payoff in full of the Prepetition Secured Debt secured by a first priority lien on such Junior Priority Collateral), the Borrowers Loan Parties (x) shall repay promptly upon cause the earlier Net Proceeds to be delivered to the Administrative Agent as loss payee, and (y) in lieu of making a prepayment under this Section 2.8(a)(i) with respect to such Casualty, may substitute Collateral (A) any Responsible Officer of the Administrative same or better lien priority and perfection) of equal or greater aggregate value as determined by a methodology mutually agreeable to the Borrower obtaining knowledge thereof and (B) demand from the Administrative Agent, provided that tangible assets will be replaced with tangible assets and intangible assets will be replaced with intangible assets, within 90 days (or within a period of 90 days thereafter if by payment the end of such initial 90-day period the Borrower shall have entered into an agreement with a third party to acquire such tangible or intangible assets) of such Casualty. If at the end of any such 90-day period (or within a period of 90 days thereafter if by the end of such initial 90-day period the Borrower shall have entered into an agreement with a third party to acquire such tangible or intangible assets), any Net Proceeds from a Casualty of any Collateral or of Specified Aircraft (other than Junior Priority Collateral until the payoff in full of the Prepetition Secured Debt secured by a first priority lien on such Junior Priority Collateral) have not been used for prepayment or substitute Collateral provided pursuant to this Section 2.8.(a)(i), then such Net Proceeds shall be applied to make a partial prepayment of the Term Loans. Upon such a substitution of Collateral and provided no Event of Default has occurred and is continuing, the Administrative Agent for the account of the Lenders, an amount equal to such excess with each such repayment applied first shall promptly deliver 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. (ii) If as of the most recent Revaluation Date and for any reason (including, without limitation, due to currency rate fluctuations) (A) the outstanding Letter of Credit Obligations exceed the Letter of Credit Limit Borrower or (B) the outstanding Alternative Currency Letter of Credit Obligations exceed the Alternative Currency Letter of Credit Sublimit, then the Borrowers shall, promptly upon the earlier of (x) any Responsible Officer of the Administrative Borrower obtaining knowledge thereof and (y) demand from the Administrative Agent, by payment to the Administrative Agent for the account of the applicable Issuing Banks and the Lenders, make a payment of cash collateral in an amount equal to such excess into a cash collateral account opened by the Administrative Agent, for the benefit of the applicable Issuing Banks and the Lenders. (iii) If at any time any Loan Party or any of its Subsidiaries shall receive Net Cash Proceeds from (A) any insurance or condemnation award payable by reason of theft, loss, physical destruction or damage, taking or similar event with respect to any Collateral or (B) the sale (or series of sales) or other disposition of Collateral or Material Trademarks, the Borrowers shall prepay Loans in an amount equal to one hundred percent (100%) of such Net Cash Proceeds, which Net Cash Proceeds shall promptly upon receipt thereof be deposited into a Blocked Account and payments therefrom shall be applied received by the Administrative Agent for with respect to such Collateral or Specified Aircraft (other than Junior Priority Collateral until the payoff in full of the Prepetition Secured Debt secured by a first priority lien on such Junior Priority Collateral) relating to such Casualty. Any such prepayment on account of the Lenders first Term Loans made under this Section 2.8(a)(i) shall be applied in accordance with paragraph (c) below, and shall be subject 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; provided that such prepayment shall only be required (x) during a Cash Dominion Period or (y) if, after giving effect to any event described in this clause (iiSection 2.10(c), a Cash Dominion Period (without giving effect to any Cash Dominion Grace Period) would be triggered.

Mandatory Prepayments. (a) Section 2.3(b) of the Loan Agreement is hereby amended by deleting such Section in its entirety and replacing it with the following: (i) Except Upon the issuance or sale by any Borrower or any of its Subsidiaries of Capital Stock of such Borrower or Subsidiary as provided permitted in Sections 9.7(b)(iii) and (iv) hereof, or the issuance or incurrence by any Borrower or any of its Subsidiaries of any Indebtedness of the type described in Section 2.89.9(e) hereof, 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 upon immediately prepay the earlier of (A) any Responsible Officer of the Administrative Borrower obtaining knowledge thereof Working Capital Debt and (B) demand from the Administrative Agent, by payment to the Administrative Agent for the account of the Lenders, Obligations in an amount equal to 100% of the Net Cash Proceeds received by such excess with each such repayment applied first Borrower or Subsidiary in connection therewith as follows: first, to the outstanding principal amount of outstanding Swingline the WC Term Loans, second second, to the outstanding principal amount of outstanding Revolving Loans and the WC Equipment Purchase Term Loans, third, with respect to any Letters the outstanding principal amount of Credit then outstandingthe WC Supplemental Term Loans, and fourth, at Borrowers’ option, to a payment of cash collateral into a cash collateral account opened by the Administrative Agent, for the benefit of the Lenders. (ii) If as of the most recent Revaluation Date and for any reason (including, without limitation, due to currency rate fluctuations) either (A) the outstanding Letter principal amount of Credit Obligations exceed the Letter of Credit Limit Term B Loan or (B) the outstanding Alternative Currency Letter of Credit Obligations exceed the Alternative Currency Letter of Credit Sublimit, then the Borrowers shall, promptly upon the earlier of (x) any Responsible Officer principal amount of the Administrative Borrower obtaining knowledge thereof WC Revolving Loans so long as (in the case of this clause (B) only) the Working Capital Agent establishes and (y) demand from maintains a permanent Reserve against the Administrative Agent, by payment to the Administrative Agent for the account Borrowing Base of the applicable Issuing Banks and the Lenders, make a payment of cash collateral all Borrowers in an amount equal to the amount of such excess into a cash collateral account opened Net Cash Proceeds that are so applied by the Administrative Agent, for the benefit prepayment of the applicable Issuing Banks WC Revolving Loans. (ii) Upon the issuance or incurrence by Parent or any of its Subsidiaries of any Indebtedness of the type described in Section 9.9(j) hereof or the receipt by Parent or any of its Subsidiaries of a capital contribution from WHX with proceeds from the WHX Rights Offering, Borrowers shall immediately prepay the Working Capital Debt in an amount equal to the first $5,000,000 of the Net Cash Proceeds received by Parent or any of its Subsidiaries in connection therewith as follows: first, to the outstanding principal amount of the WC Revolving Loans, second, to the outstanding principal amount of the WC Term Loans, third, to the outstanding principal amount of the WC Equipment Purchase Term Loans, fourth, to the outstanding principal amount of the WC Supplemental Term Loans, and fifth, to the Lendersoutstanding principal amount of the Term B Loan. (iii) If at any time any Loan Party Within thirty (30) days following the issuance or incurrence by Protechno France of Indebtedness of the type permitted in Section 9.9(n) hereof, Borrowers shall prepay the Working Capital Debt in an amount equal to the first $500,000 of the Net Cash Proceeds received by Parent or any of its Subsidiaries shall receive Net Cash Proceeds from in connection therewith as follows: first, to the outstanding principal amount of the Term B Loan until the outstanding principal amount thereof is less than or equal to $42,000,000, second, to the outstanding principal amount of the WC Term Loans, third, to the outstanding principal amount of the WC Equipment Purchase Term Loans, fourth, to the outstanding principal amount of the WC Supplemental Term Loans, and fifth, at Borrowers’ option, to either (A) any insurance or condemnation award payable by reason the outstanding principal amount of theftthe Term B Loan, loss, physical destruction or damage, taking or similar event with respect to any Collateral or (B) the sale outstanding principal amount of the WC Revolving Loans so long as (or series in the case of salesthis clause (B) or other disposition of Collateral or Material Trademarks, the Borrowers shall prepay Loans only) Working Capital Agent establishes and maintains a permanent Reserve in an amount equal to one hundred percent (100%) the amount of such Net Cash Proceeds, which Net Cash Proceeds shall promptly upon receipt thereof be deposited into a Blocked Account and payments therefrom shall be that are so applied by the Administrative Agent for the account prepayment of the Lenders first to the principal amount of outstanding Swingline Loans and second to the principal amount of outstanding WC Revolving Loans. (iv) The provisions of this subsection (b) shall not be deemed to be implied consent to any such issuance, without a corresponding reduction incurrence or sale otherwise prohibited by the terms and conditions of the Aggregate Commitment; provided that such prepayment shall only be required (x) during a Cash Dominion Period Working Capital Loan Agreement or (y) if, after giving effect to any event described in this clause (ii), a Cash Dominion Period (without giving effect to any Cash Dominion Grace Period) would be triggeredAgreement.”

Mandatory Prepayments. (i) Except as provided The holder hereof, in Section 2.8its sole discretion, if at any time shall have the Total Outstandings exceed option to to cause the lesser of (i) the Borrowing Base and (ii) the Aggregate Commitment, the Borrowers shall repay promptly upon the earlier of (A) any Responsible Officer of the Administrative Borrower obtaining knowledge thereof and (B) demand from the Administrative Agent, by payment Company 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, make prepayments with respect to any Letters of Credit then outstanding, this Note in the following amounts and on the following terms and conditions: (a) If the Company elects to a payment of cash collateral into a cash collateral account opened by the Administrative Agent, for the benefit acquire an Exchange Station pursuant to an Exchange Station Agreement which is an asset purchase agreement in accordance with Section 1(a)(1) of the Lenders. (ii) If as of Letter Agreement, the most recent Revaluation Date and for any reason (includingholder hereof may require, without limitationupon 5 Business Days prior written notice, due the Company to currency rate fluctuations) (A) the outstanding Letter of Credit Obligations exceed the Letter of Credit Limit or (B) the outstanding Alternative Currency Letter of Credit Obligations exceed the Alternative Currency Letter of Credit Sublimit, then the Borrowers shall, promptly upon the earlier of (x) any Responsible Officer of the Administrative Borrower obtaining knowledge thereof and (y) demand from the Administrative Agent, by payment to the Administrative Agent for the account of the applicable Issuing Banks and the Lenders, make a payment of cash collateral prepay this Note in an amount equal to 50% of the cash purchase price payable by Chancellor under an asset purchase agreement for an SFX Station(s) entered into in connection with the Exchange Station Agreement, such excess into prepayment to be made concurrently with the closing of the purchase by Chancellor from the Company of an SFX Station(s) in connection therewith, as provided in Section 1(a)(1) of the Letter Agreement. If, at any time during the Loan Year in which any such closing takes place, the Company elected to defer the payment of interest in accordance with Section 4(b) below, the prepayment amount under this Section 3(a) shall be equal to the sum of (i) 50% of the cash purchase price referred to in this subsection (a) plus (ii) the product of (A) 50% of the cash purchase price referred to in this subsection (a) times (B) a cash collateral account opened by fraction, the Administrative Agent, for numerator of which is the benefit number of days during such Loan Year interest accrued at the Deferral Rate (as hereinafter defined) and the denominator of which is 360. Any additional amounts owing to the holder hereof pursuant to the foregoing sentence shall be paid within 10 Business Days following the end of the applicable Issuing Banks and the LendersLoan Year. (iiib) If the Company causes Chancellor to acquire an Exchange Station pursuant to an Exchange Station Agreement which is a stock purchase agreement in accordance with Section 1(a)(2) of the Letter Agreement, the holder hereof may require, upon 5 Business Days prior written notice, the Company to prepay this Note in an amount equal to 50% of the cash purchase price payable under such Exchange Station Agreement (after adjustments for working capital as provided for in the Letter Agreement and in the applicable Asset Exchange Agreement, if any), such prepayment to be made concurrently with the closing of the purchase by Chancellor of stock under such Exchange Station Agreement, as provided in Sections 1(a)(2) and (3) of the Letter Agreement. If, at any time during the Loan Year in which any such closing takes place, the Company elected to defer the payment of interest in accordance with Section 4(b) below, the prepayment amount under this Section 3(b) shall be equal to the sum of (i) 50% of the cash purchase price referred to in this subsection (b) plus (ii) the product of (A) 50% of the cash purchase price referred to in this subsection (b) times (B) a fraction, the numerator of which is the number of days during such Loan Party Year interest accrued at the Deferral Rate and the denominator of which is 360. Any additional amounts owing to the holder hereof pursuant to the foregoing sentence shall be paid within 10 Business Days following the end of the applicable Loan Year. (c) Provided that the Company shall have received written notice from the holder hereof at least 30 days prior to closing of the purchase by Chancellor of the final SFX Station pursuant to an Asset Purchase Agreement or an Asset Exchange Agreement that the holder hereof intends to cause the Company to prepay the outstanding principal balance hereof on the closing of such purchase, the Company shall prepay the entire outstanding principal balance hereof together with all accrued and unpaid interest concurrently with the closing of such purchase. (d) If Chancellor elects to purchase all of the remaining SFX Station(s) pursuant to Section 1(i) of the Letter Agreement and provided that the Company shall have received written notice from the holder hereof at the time of such election that the holder hereof intends to cause the Company to prepay the outstanding principal balance hereof concurrently with the closing of such purchase, the Company shall prepay the entire outstanding principal balance hereof together with all accrued and unpaid interest concurrently with the closing of such purchase. (e) If the Company or any of its Subsidiaries shall receive Net Cash Proceeds from (A) purchases any insurance or condemnation award payable by reason radio stations during the Exchange Period and does not comply with the procedures set forth in Section 1 of theft, loss, physical destruction or damage, taking or similar event with respect to any Collateral or (B) the sale (or series of sales) or other disposition of Collateral or Material TrademarksLetter Agreement, the Borrowers shall holder hereof may, upon 10 Business Days prior written notice, require the Company to prepay Loans this Note in an amount equal to one hundred percent (100%) % of the cash purchase price paid by the Company or any of its Subsidiaries for any such radio station, such prepayment to be made concurrently with the closing of the purchase of such Net Cash Proceedsradio station. The Company shall provide 30 days prior written notice to the holder hereof of the Company's intention to purchase radio stations during the Exchange Period that do not comply with the procedures set forth in Section 1 of the Letter Agreement (such notice to be 30 days prior to the closing of any such acquisition). This Section 3(e) shall not apply to (i) purchases by the Company and its Subsidiaries pursuant to binding agreements pending as of March 13, which Net Cash Proceeds 1998, a complete list of which, including the call signs of radio stations to be purchased thereunder, is attached hereto as Exhibit A, (ii) the investment of proceeds received from the sale of radio stations WFAS-FM, WZZN-FM, WRKI-FM, WAXB-FM, WPUT-AM, WTAE-AM, WJDX-FM and the SFX Long Island Stations, (iii) the investment of proceeds received by the Company and its Subsidiaries from the sale of radio stations that are closed prior to March 13, 1998, (iv) the investment of proceeds received by the Company and its Subsidiaries from the sale of radio stations that are closed on or after March 13, 1998, where such radio station sales are made pursuant to binding agreements pending as of such date, a complete list of which, including the call signs of radio stations to be sold thereunder, is attached hereto as Exhibit A, (v) the investment of proceeds received by the Company and its Subsidiaries from the sale of radio stations that are closed between March 13, 1998, and the date that the Capstar-SFX Merger is consummated, in SBI Holding Corporation or its Subsidiaries, (vi) other purchases of radio stations during the Exchange Period having a maximum aggregate purchase price of $20,000,000 (it being understood that the Company shall promptly provide prompt written notice to the holder hereof of consummation of all such acquisitions, indicating the purchase price paid by the Company or its Subsidiaries for such radio stations), and (vii) purchases of radio stations by SFX and its Subsidiaries from the Company and its Subsidiaries or by the Company and its Subsidiaries from SFX and its Subsidiaries. (f) If the Loan Decrease Conditions are satisfied, the Company shall, without requirement of any notice from the holder hereof, use any and all net proceeds resulting from the exercise of the overallotment option granted by the Company to the underwriters for the Company's initial public offering to prepay this Note so that, immediately following such prepayment, no more than $150,000,000 in principal amount of this Note remains outstanding (it being understood that if such net proceeds are not adequate to prepay this Note so that no more than $150,000,000 in principal amount of this Note remains outstanding, the Company shall use all net proceeds to prepay this Note). Any additional amounts that may be owing to the holder hereof pursuant to the foregoing sentence shall be paid simultaneously upon the Company's receipt thereof be deposited into a Blocked Account and payments therefrom of any such net proceeds. Any prepayments made under this Section 3 shall be applied by the Administrative Agent for the account of the Lenders first to the principal amount of outstanding Swingline Loans accrued and second unpaid interest and then to the principal amount of outstanding Revolving Loans, without a corresponding reduction of the Aggregate Commitment; provided that such prepayment shall only be required (x) during a Cash Dominion Period or (y) if, after giving effect to any event described in this clause (ii), a Cash Dominion Period (without giving effect to any Cash Dominion Grace Period) would be triggeredunpaid principal.

Mandatory Prepayments. (a) In addition to the scheduled principal repayments pursuant to Section 5.2, the Borrower shall: (i) Except as provided in Section 2.8within five (5) Business Days after receipt by any Credit Party or Borrower Subsidiary of Net Cash Proceeds from any Asset Sale or Recovery Event, 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 upon the earlier of (A) any Responsible Officer of the Administrative Borrower obtaining knowledge thereof and (B) demand from the Administrative Agent, by payment deliver to the Administrative Agent for a Mandatory Prepayment Certificate setting out a detailed calculation of such Net Cash Proceeds and, subject to Section 5.3(b), concurrent therewith permanently repay Accommodation then outstanding under the account of the Lenders, Term A Credit by 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. (ii) If as of the most recent Revaluation Date and for any reason (including, without limitation, due to currency rate fluctuations) (A) the outstanding Letter of Credit Obligations exceed the Letter of Credit Limit or (B) the outstanding Alternative Currency Letter of Credit Obligations exceed the Alternative Currency Letter of Credit Sublimit, then the Borrowers shall, promptly upon the earlier of (x) any Responsible Officer of the Administrative Borrower obtaining knowledge thereof and (y) demand from the Administrative Agent, by payment to the Administrative Agent for the account of the applicable Issuing Banks and the Lenders, make a payment of cash collateral in an amount equal to such excess into a cash collateral account opened by the Administrative Agent, for the benefit of the applicable Issuing Banks and the Lenders. (iii) If at any time any Loan Party or any of its Subsidiaries shall receive Net Cash Proceeds from (A) any insurance or condemnation award payable by reason of theft, loss, physical destruction or damage, taking or similar event with respect to any Collateral or (B) the sale (or series of sales) or other disposition of Collateral or Material Trademarks, the Borrowers shall prepay Loans in an amount equal to one hundred percent (100%) % of such Net Cash Proceeds, which ; and (ii) within five (5) Business Days after receipt by the Borrower or any Borrower Subsidiary of Net Cash Proceeds from any public or private Debt financing of or by the Borrower or such Borrower Subsidiary (other than Debt which is permitted pursuant to Section 9.2(b)), the proceeds of which are used by the Borrower or any Borrower Subsidiary in the Business for purposes permitted hereunder), deliver to the Administrative Agent a Mandatory Prepayment Certificate setting out a detailed calculation of such Net Cash Proceeds and concurrent therewith, permanently repay Accommodation then outstanding under the Term A Credit by an amount equal to 100% of such Net Cash Proceeds. (b) The obligation to permanently repay Accommodation outstanding under the Term A Credit in Section 5.3(a) shall promptly upon receipt thereof be deposited into a Blocked Account not apply to Asset Sales or Recovery Events in any Fiscal Year until the amount of the aggregate Net Cash Proceeds received by the Credit Parties and payments therefrom Borrower Subsidiaries in such Fiscal Year from all of the Asset Sales and Recovery Events of the Credit Parties and Borrower Subsidiaries is greater than $1,000,000 in aggregate. For greater certainty, Section 5.3(a)(i) shall be applied apply to any portion of the Net Cash Proceeds of any particular Asset Sale or Recovery Event received by the Credit Parties and the Borrower Subsidiaries in such Fiscal Year that is in excess of such $1,000,000 aggregate limit. (c) The Administrative Agent shall forthwith distribute each Mandatory Prepayment Certificate to each of the Term A Lenders once each such Mandatory Prepayment Certificate has been received by the Administrative Agent for from the account Borrower in accordance with this Agreement. (d) The amount of Accommodation outstanding under the Term A Credit which is to be repaid pursuant to Section 5.3(a) shall be permanently repaid on the date a Mandatory Prepayment Certificate is delivered pursuant to Section 5.3(a) and applied in inverse order of maturity against the scheduled repayments required to be made in respect of the Lenders first Term A Credit pursuant 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; provided that such prepayment shall only be required (x) during a Cash Dominion Period or (y) if, after giving effect to any event described in this clause (iiSection 5.2(c), a Cash Dominion Period (without giving effect to any Cash Dominion Grace Period) would be triggered.

Mandatory Prepayments. If at any time the sum of the Loan Balance and the L/C Exposure exceeds the Borrowing Base then in effect (such excess, a “Deficiency”), the Borrower shall, at the option of the Borrower, within 30 days of notice from the Lender of such occurrence, (i) Except prepay the amount of the Deficiency for application on the Loan Balance and then to provide cash as collateral for the L/C Exposure in the manner provided below in this Section 2.10, (ii) provide, within 30 days of such election of the Borrower, collateral, of character and value satisfactory to the Lender in its sole discretion, and/or cash as collateral to secure the Deficiency, by way of the execution and delivery to the Lender of security documents in form and substance satisfactory to the Lender, or (iii) affect any combination of the alternatives described in clauses (i) and (ii) of this sentence and acceptable to the Lender in its reasonable discretion. Any prepayment pursuant to the provisions of this Section 2.10 shall be without premium or penalty, except as provided in Section 2.82.17, and the amount of any such prepayment may be reborrowed if at otherwise available to the Borrower pursuant to the terms of this Agreement. In the event that a mandatory prepayment is to be made under this Section 2.10 or any time other applicable provision of this Agreement and the Total Outstandings exceed Loan Balance is less than the lesser of (i) the Borrowing Base and (ii) the Aggregate Commitmentamount required to be prepaid, the Borrowers Borrower shall repay promptly upon the earlier of (A) any Responsible Officer entire Loan Balance and, in accordance with the provisions of the Administrative relevant Letter of Credit Applications executed by the Borrower obtaining knowledge thereof and (B) demand from the Administrative Agent, by payment or otherwise to the Administrative Agent satisfaction of the Lender, deposit with the Lender, as collateral securing the Obligations, an amount of cash, in immediately available funds, equal to the L/C Exposure minus the Revolving Commitment Amount. The cash deposited with the Lender in satisfaction of the requirement provided in this Section 2.10 shall be invested, at the express direction of the Borrower as to investment vehicle and maturity (which shall be no later than the latest expiry date of any then outstanding Letter of Credit), for the account of the Lenders, an amount equal to such excess with each such repayment applied first to Borrower in cash or cash equivalent investments offered by or through 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 LendersLender. (ii) If as of the most recent Revaluation Date and for any reason (including, without limitation, due to currency rate fluctuations) (A) the outstanding Letter of Credit Obligations exceed the Letter of Credit Limit or (B) the outstanding Alternative Currency Letter of Credit Obligations exceed the Alternative Currency Letter of Credit Sublimit, then the Borrowers shall, promptly upon the earlier of (x) any Responsible Officer of the Administrative Borrower obtaining knowledge thereof and (y) demand from the Administrative Agent, by payment to the Administrative Agent for the account of the applicable Issuing Banks and the Lenders, make a payment of cash collateral in an amount equal to such excess into a cash collateral account opened by the Administrative Agent, for the benefit of the applicable Issuing Banks and the Lenders. (iii) If at any time any Loan Party or any of its Subsidiaries shall receive Net Cash Proceeds from (A) any insurance or condemnation award payable by reason of theft, loss, physical destruction or damage, taking or similar event with respect to any Collateral or (B) the sale (or series of sales) or other disposition of Collateral or Material Trademarks, the Borrowers shall prepay Loans in an amount equal to one hundred percent (100%) of such Net Cash Proceeds, which Net Cash 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; provided that such prepayment shall only be required (x) during a Cash Dominion Period or (y) if, after giving effect to any event described in this clause (ii), a Cash Dominion Period (without giving effect to any Cash Dominion Grace Period) would be triggered.

Mandatory Prepayments. (i) Except as provided in Section 2.8If, if at on any time the Total Outstandings exceed the lesser of (i) the Borrowing Base and (ii) the Aggregate Commitmentdate, the Borrowers shall repay promptly upon the earlier sum of (A) any Responsible Officer the aggregate principal amount of the Administrative Borrower obtaining knowledge thereof and all Advances denominated in Dollars then outstanding plus (B) demand from the Administrative Agent, by payment Equivalent in Dollars (determined on the third Business Day prior to the Administrative Agent for the account such date) of the Lenders, an amount equal to such excess with each such repayment applied first to the aggregate principal amount of all Advances denominated in Foreign Currencies then outstanding Swingline Loansplus (C) the aggregate Available Amount of all Letters of Credit denominated in Dollars then outstanding plus (D) the Equivalent in Dollars (determined on the third Business Day prior to such date) of the aggregate Available Amount of all Letters of Credit denominated in Major Currencies then outstanding exceeds 103% of the aggregate Commitments of the Lenders on such date, second to the Company and each other Borrower, if any, shall thereupon promptly prepay the outstanding principal amount of outstanding Revolving Loans and third, with respect any Advances owing by such Borrower in an aggregate amount (or deposit an amount in the Cash Deposit Account) sufficient to any reduce such sum (calculated on the basis of the Available Amount of Letters of Credit then outstanding, to a payment of cash collateral into a cash collateral account opened being reduced by the amount in the Cash Deposit Account) to an amount not to exceed 100% of the aggregate Commitments of the Lenders on such date, together with any interest accrued to the date of such prepayment on the principal amounts prepaid NYDOCS01/1619437.3A 46 and, in the case of any prepayment of a Eurocurrency Rate Advance, a LIBO Rate Advance or a Local Rate Advance on a date other than the last day of an Interest Period or at its maturity, any additional amounts which such Borrower shall be obligated to reimburse to the Lenders in respect thereof pursuant to Section 9.04(c). The Administrative Agent, for Agent shall give prompt notice of any prepayment required under this Section 2.10(b)(i) to the benefit of Borrowers and the Lenders. (ii) If as If, on any date, the sum of the most recent Revaluation Date and for any reason (including, without limitation, due to currency rate fluctuations) (A) the Equivalent in Dollars of the aggregate principal amount of all Eurocurrency Rate Advances denominated in Major Currencies then outstanding Letter of Credit Obligations exceed the Letter of Credit Limit or plus (B) the Equivalent in Dollars of the aggregate principal amount of all Competitive Bid Advances denominated in Foreign Currencies then outstanding Alternative Currency Letter plus (C) the Equivalent in Dollars of the aggregate Available Amount of all Letters of Credit Obligations denominated in Major Currencies then outstanding (in each case, determined on the third Business Day prior to such date), shall exceed 110% of $500,000,000, the Alternative Currency Letter Company and each other Borrower shall prepay the outstanding principal amount of any such Eurocurrency Rate Advances or any such LIBO Rate Advances owing by such Borrower, on the last day of the Interest Periods relating to such Advances, in an aggregate amount (or deposit an amount in the Cash Deposit Account) sufficient to reduce such sum (calculated on the basis of the Available Amount of Letters of Credit Sublimitbeing reduced by the amount in the Cash Deposit Account) to an amount not to exceed $500,000,000, then together with any interest accrued to the date of such prepayment on the principal amounts prepaid. The Administrative Agent shall give prompt notice of any prepayment required under this Section 2.10(b)(ii) to the Borrowers shall, promptly upon the earlier of (x) any Responsible Officer of the Administrative Borrower obtaining knowledge thereof and (y) demand from the Administrative Agent, by payment to the Administrative Agent for the account of the applicable Issuing Banks and the Lenders. Prepayments under this Section 2.10(b)(ii) shall be allocated first to Swing Line Advances, make a payment ratably among the Swing Line Banks; and any excess amount shall then be allocated to Revolving Credit Advances comprising part of cash collateral in an amount equal to such excess into a cash collateral account opened the same Revolving Credit Borrowing selected by the Administrative Agentapplicable Borrower, for the benefit of the applicable Issuing Banks and ratably among the Lenders. (iii) If at any time any Loan Party or any of its Subsidiaries shall receive Net Cash Proceeds from (A) any insurance or condemnation award payable by reason of theft, loss, physical destruction or damage, taking or similar event with respect to any Collateral or (B) the sale (or series of sales) or other disposition of Collateral or Material Trademarks, the Borrowers shall prepay Loans in an amount equal to one hundred percent (100%) of such Net Cash Proceeds, which Net Cash 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; provided that such prepayment shall only be required (x) during a Cash Dominion Period or (y) if, after giving effect to any event described in this clause (ii), a Cash Dominion Period (without giving effect to any Cash Dominion Grace Period) would be triggered.

Mandatory Prepayments. Without reducing the Revolving Loan Facility or any of the Revolving Loan Commitments, the Borrower shall prepay the Loans as follows: (i) Except as provided in Section 2.8If, if at any time the Total Outstandings exceed the lesser of (i) the Borrowing Base and (ii) the Aggregate Commitmenttime, the Borrowers 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 repay promptly upon the earlier of immediately (A) any Responsible Officer of prepay the Administrative Borrower obtaining knowledge thereof and Swing Line Loans to the extent Swing Line Loans in a sufficient amount are then outstanding, (B) demand from then prepay the Administrative Agent, by payment Revolving Loans to the Administrative Agent for the account of the Lendersextent Revolving Loans in a sufficient amount are then outstanding, in an aggregate principal amount equal to such excess with each such repayment applied first 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 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 Effective Amount of the LendersL/C Obligations. (ii) If as If, during any fiscal year (including fiscal year 2005), any CBII Entity sells or otherwise disposes of the most recent Revaluation Date and for any reason assets (including, without limitation, due to currency rate fluctuations) 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 Letter 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 Credit Obligations exceed such excess or such increase in such excess; provided that so long as the Letter Net Cash Proceeds portion of Credit Limit 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 outstanding Alternative Currency Letter case of Credit Obligations exceed 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 Alternative Currency Letter extent such Net Cash Proceeds are in fact so reinvested in the acquisition of Credit Sublimitsuch 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 Borrowers shall, promptly upon Borrower shall immediately prepay the earlier Loans in the amount and in the manner described in the first sentence of this clause (x) any Responsible Officer of the Administrative Borrower obtaining knowledge thereof and (y) demand from the Administrative Agent, by payment to the Administrative Agent for the account of the applicable Issuing Banks and the Lenders, make a payment of cash collateral in an amount equal to such excess into a cash collateral account opened by the Administrative Agent, for the benefit of the applicable Issuing Banks and the Lendersii). (iii) If at If, during any time fiscal year (including fiscal year 2005), any Loan Party or any CBII Entity receives Extraordinary Receipts and the Net Cash Proceeds of its Subsidiaries shall receive 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 Consolidated Leverage Ratio as of the 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 most 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 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 50% of the Net Cash Proceeds from such Equity Securities. (vii) If, at any time, (A) any insurance CBII Entity shall fail to observe or condemnation award payable by reason perform the covenant contained in Section 5.02(p) of theftthis Agreement, loss, physical destruction or damage, taking or similar event with respect to any Collateral or (B) such failure is material and (C) (1) such failure occurs with an officer of the sale (Borrower or series of sales) or other disposition of Collateral or Material Trademarks, the Borrowers shall prepay Loans in an amount equal to one hundred percent (100%) CBII being aware of such Net Cash Proceedsfailure before its occurrence, which Net Cash Proceeds shall (2) such failure is not isolated or (3) such failure continues without the Borrower’s promptly upon receipt thereof be deposited into a Blocked Account taking reasonable and payments therefrom shall be applied by practicable measures to remedy such failure or to mitigate the legal consequences of such failure after the date an officer of the Borrower or of CBII becomes aware of such failure, the Administrative Agent for may or, upon instructions from the account of Required Term B Lenders or the Lenders first Required Term C Lenders, as applicable, shall, by written notice to the principal amount of Borrower, require the Borrower to prepay any outstanding Swingline Term B Loans and second to the principal amount of any outstanding Revolving Term C Loans, without a corresponding reduction of as the Aggregate Commitment; provided that case may be, and the Borrower agrees to so prepay such prepayment shall only be required Term B Loans and Term C Loans, as the case may be, immediately (x) during a Cash Dominion Period or (y) if, after giving effect to and in any event described in this clause (ii), a Cash Dominion Period (without giving effect to any Cash Dominion Grace Periodwithin 10 Business Days) would be triggeredfollowing receipt of such notice.

Mandatory Prepayments. (ia) Except as provided in Section 2.8, if If at any time the Total Outstandings exceed the lesser Revolving Credit Exposure of (i) the Borrowing Base and (ii) all Lenders exceeds the Aggregate CommitmentRevolving Commitment Amount, as reduced pursuant to Section 2.9 or otherwise, the Borrowers Borrower shall immediately repay promptly upon the earlier of (A) any Responsible Officer of the Administrative Borrower obtaining knowledge thereof Swingline Loans 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. (ii) If as of the most recent Revaluation Date and for any reason (including, without limitation, due to currency rate fluctuations) (A) the outstanding Letter of Credit Obligations exceed the Letter of Credit Limit or (B) the outstanding Alternative Currency Letter of Credit Obligations exceed the Alternative Currency Letter of Credit Sublimit, then the Borrowers shall, promptly upon the earlier of (x) any Responsible Officer of the Administrative Borrower obtaining knowledge thereof and (y) demand from the Administrative Agent, by payment to the Administrative Agent for the account of the applicable Issuing Banks and the Lenders, make a payment of cash collateral in an amount equal to such excess, together with all accrued and unpaid interest on such excess into a cash collateral amount and any amounts due under Section 2.20. Each prepayment shall be applied first to the Swingline Loans, to the full extent thereof, second to the Base Rate Loans to the full extent thereof, third to Index Rate Loans to the full extent thereof and finally to Eurocurrency Loans to the full extent thereof. If after giving effect to prepayment of all Swingline Loans and Revolving Loans, the Revolving Credit Exposure of all Lenders exceeds the Aggregate Revolving Commitment Amount, the Borrower shall deposit in an account opened by with the Administrative Agent, in the name of the Administrative Agent and for the benefit of the applicable Issuing Banks Bank and the Lenders, an amount in cash equal to such excess plus any accrued and unpaid fees thereon to be held as collateral for the LC Exposure. Such account shall be administered in accordance with Section 2.23(g) hereof. The Administrative Agent may, at any time and from time to time after the initial deposit of such cash collateral, request that additional cash collateral be provided in order to protect against the results of further exchange rate fluctuations to the extent reasonably determined by the Administrative Agent to be necessary, so long as such changes are generally adopted by the Administrative Agent in similar credit facilities extended to similarly situated Persons. (iiib) If The Administrative Agent shall notify the Borrower at any time any Loan Party or any that the sum of its Subsidiaries shall receive Net Cash Proceeds from (A) any insurance or condemnation award payable by reason the aggregate outstanding amount of theftall Revolving Loans and LC Exposure, lossin each case, physical destruction or damage, taking or similar event with respect to any Collateral or (B) the sale (or series of sales) or other disposition of Collateral or Material Trademarks, the Borrowers shall prepay Loans denominated in Alternative Currencies at such time exceeds an amount equal to one hundred percent 105% of the Alternative Currency Sublimit then in effect, and, within five (100%5) Business Days after receipt of such Net Cash Proceedsnotice, which Net Cash Proceeds the Borrower shall promptly upon receipt thereof prepay Loans or shall deposit in an account with the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Issuing Bank and the Lenders, an amount in cash equal to the excess of the sum of the aggregate outstanding amount of all Revolving Loans and LC Exposure, in each case, denominated in Alternative Currencies (including any accrued and unpaid fees thereon) over the amount that is 100% of the Alternative Currency Sublimit then in effect (without reduction of the same) to be deposited into a Blocked Account and payments therefrom held as collateral for the LC Exposure. Such account shall be applied administered in accordance with Section 2.23(g) hereof. The Administrative Agent may, at any time and from time to time after the initial deposit of such cash collateral, request that additional cash collateral be provided in order to protect against the results of further exchange rate fluctuations to the extent reasonably determined by the Administrative Agent for to be necessary, so long as such changes are generally adopted by the account of the Lenders first Administrative Agent in similar credit facilities extended 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; provided that such prepayment shall only be required (x) during a Cash Dominion Period or (y) if, after giving effect to any event described in this clause (ii), a Cash Dominion Period (without giving effect to any Cash Dominion Grace Period) would be triggeredsimilarly situated Persons.

Mandatory Prepayments. (ia) Except as provided in Section 2.8, if If at any time the Total Outstandings exceed Loan Balance exceeds the lesser Borrowing Base then in effect, the Borrower shall, within 30 days of notice from the Lender of such occurrence, (i) prepay, or make arrangements acceptable to the Borrowing Base Lender for the prepayment of, the amount of such excess for application on the Loan Balance, (ii) provide additional collateral, of character and value satisfactory to the Lender in its sole discretion, to secure the Obligations by the execution and delivery to the Lender of security instruments in form and substance satisfactory to the Lender, or (iii) effect any combination of the alternatives described in clauses (i) and (ii) of this Section and acceptable to the Aggregate CommitmentLender in its sole discretion. In the event that a mandatory prepayment is required under this Section and the Loan Balance is less than the amount required to be prepaid, the Borrowers Borrower shall repay promptly upon the earlier of (A) any Responsible Officer entire Loan Balance and, in accordance with the provisions of the Administrative relevant Letter of Credit Applications executed by the Borrower obtaining knowledge thereof and (B) demand from the Administrative Agent, by payment or otherwise to the Administrative Agent satisfaction of the Lender, deposit with the Lender, as additional collateral securing the Obligations, an amount of cash, in immediately available funds, equal to the L/C Exposure minus the Borrowing Base. The cash deposited with the Lender in satisfaction of the requirement provided in this Section may be invested, at the sole discretion of the Lender and then only at the express direction of the Borrower as to investment vehicle and maturity (which shall be no later than the latest expiry date of any then outstanding Letter of Credit), for the account of the LendersBorrower in cash or cash equivalent investments offered by or through the Lender. (b) In addition to the foregoing, the Borrower shall immediately prepay the principal of the Note in an amount equal to such excess with each such repayment applied first to to: (i) 100% of Net Proceeds from the principal amount disposition of outstanding Swingline Loansany asset, 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.excluding sales permitted under this Agreement; (ii) If as 100% of the most recent Revaluation Date and for insurance proceeds in excess of $50,000 per occurrence in respect of any reason (including, without limitation, due insurance policy required to currency rate fluctuations) (A) the outstanding Letter of Credit Obligations exceed the Letter of Credit Limit or (B) the outstanding Alternative Currency Letter of Credit Obligations exceed the Alternative Currency Letter of Credit Sublimit, then the Borrowers shall, promptly upon the earlier of (x) any Responsible Officer of the Administrative Borrower obtaining knowledge thereof and (y) demand from the Administrative Agent, by payment to the Administrative Agent for the account of the applicable Issuing Banks and the Lenders, make a payment of cash collateral in an amount equal to such excess into a cash collateral account opened be maintained by the Administrative Agent, for Borrower under the benefit terms of this Agreement unless Borrower reinvests such proceeds within thirty (30) days of any insurable loss to replace the applicable Issuing Banks and the Lenders.lost or damaged assets; (iii) If at any time any Loan Party or any 50% of its Subsidiaries shall receive the Net Cash Proceeds from (A) any insurance or condemnation award payable by reason of theft, loss, physical destruction or damage, taking or similar event with respect to any Collateral or (B) the sale or issuance (or series after the date of sales) or other disposition of Collateral or Material Trademarks, the Borrowers shall prepay Loans in an amount equal to one hundred percent (100%this Agreement) of such Net Cash Proceedsany capital stock; and (iv) 100% of any Indebtedness incurred by any Borrower, which Net Cash 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; provided that such prepayment shall only be required (x) during a Cash Dominion Period or (y) if, after giving effect to any event described in this clause (ii), a Cash Dominion Period (without giving effect to any Cash Dominion Grace Period) would be triggeredother than Indebtedness permitted under Section 6.1 hereof.

Mandatory Prepayments. (a) The Borrower shall be required to make, or cause to be made, as applicable, mandatory prepayments of the DOE Guaranteed Loan upon the occurrence of any of the following and in amounts set forth in this Section 3.4.3: (i) Except upon the receipt by the Borrower of performance liquidated damages pursuant to any Project Document in excess of the amounts needed, as provided determined by DOE in Section 2.8consultation with the Lender’s Engineer (as appropriate), if at any time to pay corresponding performance liquidated damages payable to a Project Participant who is not a First Wind Entity or an Affiliate thereof, the Total Outstandings exceed the lesser excess amount of (i) the Borrowing Base and such performance liquidated damages; (ii) upon the Aggregate Commitmentreceipt by the Borrower of Loss Proceeds in an amount that exceeds by more than $10,000 the amount of such Loss Proceeds used or to be used to repair or restore the Project in accordance with Section 6.26, such amount; (iii) upon the Borrowers shall repay payment of any amounts to the Borrower in respect of the termination or repudiation of any Project Document or in respect of any damages paid to the Borrower as a result of a breach of any such Project Document (in the case of damages, in excess of the amount applied in remedying the relevant breach and, in the case of termination or repudiation, in excess of any reasonable out-of-pocket costs incurred by the Borrower in replacing such Project Document and approved by DOE), such amount; (iv) upon any sale of any assets no longer used or useful in the operation of the Project in excess of $500,000 in a single transaction or a series of related transactions, in an amount equal to the proceeds of such sales unless applied or to be applied to the acquisition of replacement assets; (v) promptly upon the earlier receipt 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 LendersCash Grant proceeds, an amount equal to 79% of the Cash Grant awarded in respect of the Project; (vi) on the Quarterly Payment Date after the failure by Borrower to comply with the Debt Service Coverage Ratio requirements set forth in Section 7.14, an amount, which after giving effect to such excess prepayment, would achieve compliance with each such repayment applied first Debt Service Coverage Ratio requirements from and after such date; (vii) on the Guaranteed Operational Completion Date, if Operational Completion has not been achieved, the Borrower shall cause the Sponsor, pursuant 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 outstandingSponsor Guarantee, to a payment of cash collateral into a cash collateral account opened by the Administrative Agent, for the benefit of the Lenders. (ii) If as of the most recent Revaluation Date and for any reason (including, without limitation, due to currency rate fluctuations) (A) the outstanding Letter of Credit Obligations exceed the Letter of Credit Limit or (B) the outstanding Alternative Currency Letter of Credit Obligations exceed the Alternative Currency Letter of Credit Sublimit, then the Borrowers shall, promptly upon the earlier of (x) any Responsible Officer of the Administrative Borrower obtaining knowledge thereof and (y) demand from the Administrative Agent, by payment to the Administrative Agent for the account of the applicable Issuing Banks and the Lenders, make a payment of cash collateral in pay an amount equal to such excess into a cash collateral account opened $10,000,000 less any amounts previously paid by the Administrative Agent, for Sponsor pursuant to the benefit of the applicable Issuing Banks and the Lenders.Sponsor Guarantee; (iiiviii) If at any time any Loan Party or any of its Subsidiaries shall receive Net Cash Proceeds from (A) any insurance or condemnation award payable by reason of thefton the Guaranteed Project Completion Date, loss, physical destruction or damage, taking or similar event with respect to any Collateral or (B) the sale (or series of sales) or other disposition of Collateral or Material Trademarksif Project Completion has not been achieved, the Borrowers Borrower shall prepay Loans in cause the Sponsor, pursuant to the Sponsor Guarantee, to pay an amount equal to one hundred percent the remaining amounts available under the Sponsor Guarantee; (100%ix) of such Net on any date on which a Restricted Payment is allowed to be made in accordance with Section 7.10, the Excess Cash Proceeds, which Net Cash 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 CommitmentPrepayment Amount; provided that such prepayment shall only be required and (x) during a Cash Dominion Period or if no Restricted Payments were allowed to be made in accordance with Section 7.10 within the previous twenty-four (y24) ifmonths, after giving effect an amount equal to any event described all funds on deposit at such time in this clause the Equity Distribution Account. (ii)b) Any mandatory prepayments of the DOE Guaranteed Loan shall be applied, a Cash Dominion Period (without giving effect and shall be subject to any Cash Dominion Grace Period) would be triggeredthe terms and conditions, as set forth in the DOE Credit Facility Documents.

Mandatory Prepayments. Subsection 2.9(a) (Mandatory Repayments) shall be amended and restated in its entirety as set forth below: (a) Upon receipt by: (i) Except as provided in Section 2.8a Borrower or a Domestic Loan Party of Net Cash Proceeds arising from an Asset Sale, if at or any time the Total Outstandings exceed the lesser JD Entity of (i) the Borrowing Base and (ii) the Aggregate CommitmentNet Cash Proceeds arising from a Debt Issuance or repayment of any Intercompany Term Note, the Borrowers shall repay promptly upon the earlier of (A) any Responsible Officer of pay to the Administrative Agent an amount equal to 100% of such Net Cash Proceeds to be held in the Mandatory Prepayment Account; (ii) a JD Entity (that is not a Borrower obtaining knowledge thereof and (Bor a Domestic Loan Party) demand of Net Cash Proceeds arising from an Asset Sale, the Borrowers shall promptly pay to the Administrative Agent, by payment to the Administrative Agent for the account within fifteen (15) days of the Lendersreceipt thereof, an amount equal to 100% of such excess with each such repayment applied first Net Cash Proceeds to be held in the principal amount Mandatory Prepayment Account; (iii) a JD Entity of outstanding Swingline LoansNet Cash Proceeds arising from a Property Loss Event, second Debt/Cash Balance Adjustment, Working Capital Adjustment, Delayed Closing Adjustment or Acquisition Indemnity Reimbursement, the Borrowers shall promptly pay 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 within three (3) days of the Lenders. (ii) If as of the most recent Revaluation Date and for any reason (includingreceipt thereof, without limitation, due to currency rate fluctuations) (A) the outstanding Letter of Credit Obligations exceed the Letter of Credit Limit or (B) the outstanding Alternative Currency Letter of Credit Obligations exceed the Alternative Currency Letter of Credit Sublimit, then the Borrowers shall, promptly upon the earlier of (x) any Responsible Officer of the Administrative Borrower obtaining knowledge thereof and (y) demand from the Administrative Agent, by payment to the Administrative Agent for the account of the applicable Issuing Banks and the Lenders, make a payment of cash collateral in an amount equal to 100% of such excess into a cash collateral account opened by Net Cash Proceeds to be held in the Administrative Agent, for the benefit of the applicable Issuing Banks and the Lenders.Mandatory Prepayment Account; and (iiiiv) If at any time any Loan Party or any by a JD Entity of its Subsidiaries shall receive Net Cash Proceeds from (A) any insurance or condemnation award payable by reason of theft, loss, physical destruction or damage, taking or similar event with respect to any Collateral or (B) the sale (or series of sales) or other disposition of Collateral or Material Trademarksan Equity Issuance, the Borrowers shall promptly prepay the Loans in an amount equal to one hundred percent (100%A) 75% of such Net Cash Proceeds, Proceeds if the Leverage Ratio is greater than 3.5 to 1 (determined for the most recent Financial Covenant Period for which Financial Statements have been delivered pursuant to Section 6.1 (Financial Statements)) or (B) 50% of such Net Cash Proceeds shall promptly upon receipt thereof be deposited into a Blocked Account and payments therefrom shall be applied by the Administrative Agent if such Leverage Ratio is less than or equal to 3.5 to 1 (determined for the account of the Lenders first most recent Financial Covenant Period for which Financial Statements have been delivered pursuant 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; provided that such prepayment shall only be required Section 6.1 (x) during a Cash Dominion Period or (y) if, after giving effect to any event described in this clause (iiFinancial Statements), a Cash Dominion Period (without giving effect to any Cash Dominion Grace Period) would be triggered.);

Mandatory Prepayments. (ia) Except On each Fee Payment Date, the Administrative Agent shall determine the Total Multicurrency Extensions of Credit as of the last day of the related Fee Payment Period. If, as of the last day of any Fee Payment Period, the Total Multicurrency Extensions of Credit exceeds the Total Multicurrency Commitments then in effect by 5% or more, then the Administrative Agent shall notify the Company and, within five Business Days of such notice, the Company or the relevant Subsidiary Borrower shall prepay Multicurrency Loans in an aggregate principal amount at least equal to such excess; provided, that the failure of the Administrative Agent to determine the Total Multicurrency Extensions of Credit as provided in this Section 2.82.13(a) shall not subject the Administrative Agent to any liability hereunder. (b) On each Fee Payment Date, if at any time the Administrative Agent shall determine the Total Outstandings exceed L/C Tranche Extensions of Credit as of the lesser last day of (i) the Borrowing Base and (ii) related Fee Payment Period. If, as of the Aggregate Commitmentlast day of any Fee Payment Period, the Borrowers Total L/C Tranche Extensions of Credit exceeds the Total L/C Tranche Commitments then in effect by 5% or more, then the Administrative Agent shall repay promptly upon notify the earlier Company and, within five Business Days of (A) any Responsible Officer such notice, the Company or the relevant Subsidiary Borrower shall prepay L/C Tranche Loans or Collateralize outstanding Letters of Credit in an aggregate principal or face amount at least equal to such excess; provided, that the failure of the Administrative Borrower obtaining knowledge thereof and (BAgent to determine the Total L/C Tranche Extensions of Credit as provided in this Section 2.13(b) demand from the Administrative Agent, by payment to shall not subject the Administrative Agent for to any liability hereunder. (c) The Brazilian Administrative Agent shall determine the account Total Brazilian Extensions of Credit on a quarterly basis as detailed in the LendersBrazilian Bank Certificates. If, as of any quarterly date of determination, the Total Brazilian Extensions of Credit exceeds the Total Brazilian Commitments then in effect by 5% or more, then the Brazilian Administrative Agent shall notify the Administrative Agent and the Company and, within five Business Days of such notice, the Company or the relevant Subsidiary Borrower shall prepay the Brazilian Loans in an aggregate principal amount at least equal to such excess with each such repayment applied first excess; provided, that the failure of the Brazilian Administrative Agent to determine the principal amount Total Brazilian Extensions of outstanding Swingline Loans, second to Credit as provided in this Section 2.13(c) shall not subject the principal amount of outstanding Revolving Loans and third, with respect Brazilian Administrative Agent 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 Lendersliability hereunder. (ii) If as of the most recent Revaluation Date and for any reason (including, without limitation, due to currency rate fluctuations) (A) the outstanding Letter of Credit Obligations exceed the Letter of Credit Limit or (B) the outstanding Alternative Currency Letter of Credit Obligations exceed the Alternative Currency Letter of Credit Sublimit, then the Borrowers shall, promptly upon the earlier of (x) any Responsible Officer of the Administrative Borrower obtaining knowledge thereof and (y) demand from the Administrative Agent, by payment to the Administrative Agent for the account of the applicable Issuing Banks and the Lenders, make a payment of cash collateral in an amount equal to such excess into a cash collateral account opened by the Administrative Agent, for the benefit of the applicable Issuing Banks and the Lenders. (iii) If at any time any Loan Party or any of its Subsidiaries shall receive Net Cash Proceeds from (A) any insurance or condemnation award payable by reason of theft, loss, physical destruction or damage, taking or similar event with respect to any Collateral or (B) the sale (or series of sales) or other disposition of Collateral or Material Trademarks, the Borrowers shall prepay Loans in an amount equal to one hundred percent (100%) of such Net Cash Proceeds, which Net Cash 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; provided that such prepayment shall only be required (x) during a Cash Dominion Period or (y) if, after giving effect to any event described in this clause (ii), a Cash Dominion Period (without giving effect to any Cash Dominion Grace Period) would be triggered.

Mandatory Prepayments. (ia) Except as provided in Section 2.8, if at any time the Total Outstandings exceed the lesser of On (i) the Borrowing Base date of any Collateral Disposition involving a Mortgaged Vessel (other than a Collateral Disposition constituting an Event of Loss) and (ii) the Aggregate Commitment, the Borrowers shall repay promptly upon the earlier of (A) the date which is 180 days following any Responsible Officer Collateral Disposition constituting an Event of the Administrative Borrower obtaining knowledge thereof Loss involving a Mortgaged Vessel and (B) demand from the Administrative Agentdate of receipt by Borrower, 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. (ii) If as of the most recent Revaluation Date and for any reason (including, without limitation, due to currency rate fluctuations) (A) the outstanding Letter of Credit Obligations exceed the Letter of Credit Limit or (B) the outstanding Alternative Currency Letter of Credit Obligations exceed the Alternative Currency Letter of Credit Sublimit, then the Borrowers shall, promptly upon the earlier of (x) any Responsible Officer of the Administrative Borrower obtaining knowledge thereof and (y) demand from the Administrative Agent, by payment to the Administrative Agent for the account of the applicable Issuing Banks and the Lenders, make a payment of cash collateral in an amount equal to such excess into a cash collateral account opened by the Administrative Agent, for the benefit of the applicable Issuing Banks and the Lenders. (iii) If at any time any Loan Party or any of its Subsidiaries or the Administrative Agent of the insurance proceeds relating to such Event of Loss, Borrower shall receive Net Cash Proceeds from (A) any insurance or condemnation award payable by reason of theft, loss, physical destruction or damage, taking or similar event with respect be required to any Collateral or (B) permanently repay and reduce the sale (or series of sales) or other disposition of Collateral or Material Trademarks, the Borrowers shall prepay Loans in an amount equal to one hundred percent the greater of (100%1) the product of such Net Cash Proceeds, (x) the sum of the then outstanding aggregate principal amount of Indebtedness under the Senior Credit Facilities and the Loans and (y) a fraction (A) the numerator of which Net Cash Proceeds shall promptly upon receipt thereof be deposited into a Blocked Account and payments therefrom shall be applied is equal to the appraised value (as determined in accordance with the most recent report delivered to the Administrative Agent (or obtained by the Administrative Agent for at the account written direction of the Lenders Required Lenders) pursuant to Section 8.01(c) of the Mortgaged Vessel or Mortgaged Vessels which is/are the subject of such Collateral Disposition and (B) the denominator of which is equal to the Aggregate Mortgaged Vessel Value (as determined in accordance with the most recent appraisal report delivered to the Administrative Agent (or obtained by the Administrative Agent at the written direction of the Required Lenders) pursuant to Section 8.01(c) before giving effect to such Collateral Disposition) and (2) in the case of a Mortgaged Vessel which is older than 15 years at the time of such Collateral Disposition, the Net Cash Proceeds thereof; provided that (I) the Parent and the Borrowers may retain up to the Permitted Amount, (II) the foregoing payment shall be reduced by the amount of any mandatory prepayment that results in a permanent reduction of the loans (and if applicable, related commitment) under the Senior Credit Facilities with respect to such Collateral Disposition, (III) if prior to the date on which payment is due hereunder, the Borrower provides the Administrative Agent with written notice of its intent to consummate a Vessel Exchange with the proceeds, then so long as no Default or Event of Default is continuing, the Credit Parties may use the funds received in such Collateral Disposition in accordance with the provisions of Section 9.02(a) and (IV) the Borrower must provide written notice to the Administrative Agent if it retains any amount pursuant to sub-clause (I) of this proviso or utilizing any amount to permanently reduce the loans under the Senior Credit Facilities pursuant to sub-clause (II) of this proviso, provided further that, if a Default or Event of Default occurs after the date of such Collateral Disposition and before the procedures set forth in Section 9.02(a) are completed, the Parent shall apply the proceeds of such Collateral Disposition in accordance with Section 4.02(a); provided further, that to the extent excess proceeds remain after any Vessel Exchange, such excess shall be applied first to repay the principal amount of outstanding Swingline Loans Senior Credit Facilities and second to repay the principal amount Loans. Without limiting anything otherwise provided in this Credit Agreement, the Borrowers hereby acknowledge that they are obligated to comply with Sections 9.02 and 9.09. (b) Notwithstanding anything to the contrary contained elsewhere in this Agreement, all then outstanding Loans shall be repaid in full on the Maturity Date. (c) In addition to any other mandatory repayments or commitment reductions pursuant to this Section 4.02, upon the occurrence of outstanding Revolving Loansa default under Section 9.09, without a corresponding reduction the Borrower shall be required to repay Loans and the obligations under the Senior Credit Facilities (in accordance with the terms of the Aggregate Commitment; Intercreditor Agreements) in accordance with Section 4.02(a) and Section 9.09(II) in an amount required to cure such default, provided that such prepayment it is understood and agreed that the requirement to repay Loans under this Section 4.02(c) shall only not be required (x) during deemed to be a Cash Dominion Period waiver of any other right or (y) if, after giving effect to remedy that any event described in this clause (ii), Lender may have as a Cash Dominion Period (without giving effect to any Cash Dominion Grace Period) would be triggeredresult of an Event of Default under Sections 9.09.

Mandatory Prepayments. Without reducing the Total Commitments or any of the Commitments except from and after the giving of notice by the Administrative Agent in accordance with Section 2.05(b)(i), the Borrower shall prepay the Loans as follows: (i) Except as provided in Section 2.8If, if at any time time, the Effective Amount of all Revolving Loans, Swing Line Loans and L/C Obligations then outstanding exceeds the Total Outstandings exceed the lesser of (i) the Borrowing Base and (ii) the Aggregate CommitmentCommitment at such time, the Borrowers Borrower shall repay promptly upon the earlier of immediately (A) any Responsible Officer of prepay the Administrative Borrower obtaining knowledge thereof and Swing Line Loans to the extent Swing Line Loans in a sufficient amount are then outstanding, (B) demand from then prepay the Administrative Agent, by payment Revolving Loans to the Administrative Agent for extent Revolving Loans in a sufficient amount are then outstanding, in an aggregate principal amount equal to such excess, and (C) if the account of Total Commitment has been reduced to zero, Cash Collateralize the Lenders, Obligations in 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 Effective Amount of the LendersL/C Obligations. (ii) If If, during any fiscal year (including fiscal year 2005), any Significant Party sells or otherwise disposes of any assets (other than (A) sales permitted under Sections 5.02(c)(i), (ii), (iii), (iv) or (v) and (B) sales or leases between Borrower Entities or substantially equivalent exchanges of assets at Fair Market Value and upon terms at least as favorable as an arms-length transaction with unaffiliated Persons (collectively “Permitted Sales”)) and the Net Cash Proceeds and Temporary Cash Investments of such assets sales or other dispositions (other than Permitted Sales), when added to the Net Cash Proceeds and Temporary Cash Investments of all such sales by all Significant Parties during such fiscal year (other than Permitted Sales), in the aggregate, exceed 10% of Consolidated Tangible Net Worth as of the most recent Revaluation Date and for any reason end of the last day of the immediately preceding fiscal year, the Borrower shall, after the completion of each sale or other disposition which results in such an excess or an increase in such an excess (includingbut subject to the reinvestment exceptions below), without limitation, due prepay (or cause to currency rate fluctuations) (Abe prepaid) the outstanding Letter Revolving Loans and the other Obligations in the manner set forth in Section 2.07(e), in each case, in an aggregate principal amount equal to 100% of Credit Obligations exceed such excess or such increase in such excess; provided that so long as the Letter Net Cash Proceeds and the Temporary Cash Investments portion of Credit Limit the consideration (in excess of $5,000,000 in the aggregate as of the end of the last day of the immediately preceding fiscal year) for any such disposed assets (other than from Permitted Sales) is not less than 50% of all consideration for such disposed assets, only the Net Cash Proceeds and Temporary Cash Investments at the time of sale will be counted for purposes of any prepayment required under this sentence and the remaining consideration shall be counted when received as cash or its equivalent, otherwise 100% of all net proceeds (Bcash 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 outstanding Alternative Currency Letter sale or disposition of, or collection on, the Banacol Notes, and the Equity Securities of Credit Obligations exceed Landec or Seneca Foods by any of the Alternative Currency Letter 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 and Temporary Cash Investments from such Relevant Sale are received that it intends to reinvest all or any portion of Credit Sublimitsuch Net Cash Proceeds and Temporary Cash Investments in property, plant, equipment, other assets, and/or investments (including joint ventures) in Food-Related Businesses to the extent such Net Cash Proceeds and Temporary Cash Investments are in fact reinvested in the acquisition of such assets or investments within 180 days from the date on which the Borrower receives the Net Cash Proceeds and the Temporary Cash Investments from the Relevant Sale, provided, however, that the Borrower’s requirement to advise the Administrative Agent as provided above shall not apply to any Relevant Sales that in the aggregate are equal to or less than 10% of Consolidated Tangible Net Worth as of the end of the last day of the immediately preceding fiscal year. If, at any time after the occurrence of a Relevant Sale and prior to the acquisition of such 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 Borrowers shall, promptly upon Borrower shall immediately prepay the earlier Loans in the amount and in the manner described in the first sentence of this clause (x) any Responsible Officer of the Administrative Borrower obtaining knowledge thereof and (y) demand from the Administrative Agent, by payment to the Administrative Agent for the account of the applicable Issuing Banks and the Lenders, make a payment of cash collateral in an amount equal to such excess into a cash collateral account opened by the Administrative Agent, for the benefit of the applicable Issuing Banks and the Lendersii). (iii) If at If, during any time fiscal year (including fiscal year 2005), any Loan Significant Party receives insurance proceeds from property-related losses or any of its Subsidiaries shall receive other similar dispositions and the Net Cash Proceeds and Temporary Cash Investments of such losses or other similar dispositions, when added to the Net Cash Proceeds and Temporary Cash Investments of all such losses or other similar dispositions by all Significant Parties during such fiscal year, in the aggregate, exceed $20,000,000 for such fiscal year, the Borrower shall, after receipt of the Net Cash Proceeds and Temporary Cash Investments from such losses or other similar dispositions which results in such an excess or an increase in such an excess (Abut subject to the reinvestment section below), prepay (or cause to be prepaid) any insurance the outstanding Revolving Loans and the other Obligations in the manner set forth in Section 2.07(e), in each case, in an aggregate principal amount equal to 100% of such excess or condemnation award payable by reason of theftsuch increase in such excess. Notwithstanding the foregoing, loss, physical destruction or damage, taking or similar event the Borrower shall not be required to make a prepayment pursuant to this clause (iii) with respect to any Collateral losses or other similar dispositions (a “Relevant Loss”) if the Borrower advises the Administrative Agent in writing promptly after the time the excess Net Cash Proceeds and Temporary Cash Investments from such Relevant Loss are received that the Borrower intends to reinvest all or any portion of such excess Net Cash Proceeds and Temporary Cash Investments in property, plant, equipment, other replacement assets, and/or investments (including joint ventures) in Food-Related Businesses to the extent (A) such excess Net Cash Proceeds and Temporary Cash Investments are in fact committed to be reinvested by the Borrower pursuant to a purchase contract providing for the acquisition of such replacement assets that is executed by the Borrower and the related seller within one year from the date of such Relevant Loss and (B) the sale acquisition of such replacement assets or investments occurs within two years from the date on which the Borrower receives the Net Cash Proceeds and Temporary Cash Investments from the Relevant Loss; provided, however, that the Borrower’s requirement to advise the Administrative Agent as provided above shall not apply to any Relevant Loss until the Relevant Losses during such fiscal year exceed $20,000,000. If, at any time after the occurrence of a Relevant Loss and prior to the acquisition of the related replacement assets or investments, the one-year or two-year period provided in clause (A) or (B), respectively, of the preceding sentence shall elapse without execution of the related purchase contract (in the case of clause (A)), the occurrence of the related acquisition or investment (in the case of clause (B)) or an Event of Default shall occur and only so long as continuing, then, upon request of the Administrative Agent or the Required Lenders, the Borrower shall immediately prepay the Loans in the amount and in the manner described in the first sentence of this clause (iii). At any time after the occurrence of a Relevant Loss and prior to the acquisition of the related replacement assets or investments, upon request of the Administrative Agent or the Required Lenders, the Borrower shall deposit the Net Cash Proceeds and Temporary Cash Investments from such losses or other similar dispositions which result in an excess over the $20,000,000 per fiscal year amount described above or an increase in such an excess into an interest-bearing account with the Administrative Agent (which interest-bearing account shall be perfected by the Borrower entering into a control agreement and other documentation reasonably requested by the Administrative Agent) until such Net Cash Proceeds and Temporary Cash Investments are reinvested or paid toward the Loans as directed by the Borrower. (iv) If, at any time after the Closing Date, any Significant Party issues or incurs any Indebtedness for borrowed money, including Indebtedness evidenced by notes, bonds, debentures or other similar instruments (provided that Permitted Indebtedness shall not be counted and non-cash assets received upon issuance of debt in connection with asset acquisitions shall be excluded), the Borrower shall, immediately after such issuance or incurrence, prepay (or series of salescause to be prepaid) or the outstanding Revolving Loans and the other disposition of Collateral or Material TrademarksObligations in the manner set forth in Section 2.07(e), the Borrowers shall prepay Loans in each case, in an aggregate principal amount equal to one hundred percent (100%) % of such Net Cash Proceeds, which the Net Cash Proceeds shall promptly upon receipt thereof be deposited into and Temporary Cash Investments of such Indebtedness. (v) At any time after the occurrence and during the continuance of a Blocked Account and payments therefrom shall be applied by Material Adverse Change, the Administrative Agent for may, or upon instructions from the account of the Required Lenders first shall, by written notice to the principal amount of Borrower demand, and the Borrower shall immediately thereafter prepay the outstanding Swingline Revolving Loans and second to the principal amount of outstanding Revolving Loans, without a corresponding reduction of other Obligations in the Aggregate Commitment; provided that such prepayment shall only be required (x) during a Cash Dominion Period or (y) if, after giving effect to any event described manner set forth in this clause (iiSection 2.07(e), a Cash Dominion Period (without giving effect to any Cash Dominion Grace Period) would be triggered.

Mandatory Prepayments. (i) Except as provided in Section 2.8, if The Borrower will immediately prepay the Revolving Loans at any time when the Total Outstandings exceed aggregate principal amount of all Revolving Loans exceeds the lesser Borrowing Base, to the full extent of (i) any such excess. On each day that any Revolving Loans are outstanding, the Borrower shall hereby be deemed to represent and warrant to the Agents and the Lenders that the Borrowing Base and (ii) calculated as of such day equals or exceeds the Aggregate Commitment, the Borrowers shall repay promptly 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 aggregate principal amount of outstanding Swingline Loans, second to the principal amount of outstanding all 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 Lendersoutstanding on such day. (ii) If as The Borrower will immediately prepay the outstanding principal amount of the most recent Revaluation Date and Term Loans in the event that the Total Revolving Credit Commitment is terminated for any reason reason. (includingiii) Except to the extent provided to the contrary in Section 2.05(d)(i), without limitation, due to currency rate fluctuations) (A) the outstanding Letter of Credit Obligations exceed the Letter of Credit Limit or (B) the outstanding Alternative Currency Letter of Credit Obligations exceed the Alternative Currency Letter of Credit Sublimit, then the Borrowers shall, promptly upon the earlier of (x) any Responsible Officer of the Administrative Borrower obtaining knowledge thereof and (y) demand from Agent shall on each Business Day apply all funds transferred to or deposited in the Administrative Agent’s Account, by payment to the Administrative Agent for the account payment, in whole or in part, of the applicable Issuing Banks outstanding principal amount of the Revolving Loans. (iv) Immediately upon receipt of any proceeds of any Disposition by any Loan Party or its Subsidiaries (other than a Permitted Disposition of the type described in clauses (a), (d), (e) or (f) of the definition of Permitted Dispositions), or the up front fees received by such Loan Party or such Subsidiary in consideration of any Franchise Event (regardless of whether paid to such Loan Party or such Subsidiary initially or paid over time) and all other similar fees paid in accordance with historical practices (such fees, collectively the Lenders“Up Front Franchise Fees”), make a payment the Borrower shall prepay the outstanding principal amount of cash collateral the Loans in an amount equal to 100% of (x) in the case of Dispositions, the Net Cash Proceeds received by such excess into Person in connection with such Disposition, or (y) in the case of a cash collateral account opened Franchise Event, the Up Front Franchise Fees received by such Loan Party or such Subsidiary, the aggregate amount of Net Cash Proceeds or such Up Front Franchise Fees received by all Loan Parties and their Subsidiaries (and not paid to the Administrative Agent as a prepayment of the Loans or to Subco as a prepayment of the Sealy Subordinated Debt) exceeds $50,000 for all such Dispositions and Franchise Events since the Effective Date; provided, that to the extent that, pursuant to the terms of the Sealy Subordinated Debt Documents (as in effect on the Effective Date), Borrower is required to use such Net Cash Proceeds to prepay the Sealy Subordinated Debt, Borrower’s obligation to prepay the Loans pursuant to this Section 2.05(c)(iv) shall be reduced on a dollar-for-dollar basis by the Administrative Agent, for the benefit amount of such prepayment by Borrower of the applicable Issuing Banks and the Lenders. Sealy Subordinated Debt. Nothing contained in this clause (iiiiv) If at any time shall permit any Loan Party or any of its Subsidiaries shall receive Net Cash Proceeds from to dispose of any property other than in connection with a Permitted Disposition. (Av) Upon the issuance or incurrence by any insurance Loan Party or condemnation award payable by reason any of theftits Subsidiaries of any Indebtedness (other than Indebtedness referred to in clauses (a), loss(b), physical destruction (c), (d), (e), (f), (g), (i), (j) and (k) of the definition of Permitted Indebtedness), or damage, taking or similar event with respect to any Collateral or (B) the sale (or series issuance by any Loan Party or any of sales) or other disposition its Subsidiaries of Collateral or Material Trademarksany shares of its Capital Stock, the Borrowers Borrower shall prepay the outstanding principal amount of the Loans in an amount equal to one hundred percent 100% of the Net Cash Proceeds received by such Person in connection with such Indebtedness; provided, that to the extent that, pursuant to the terms of the Sealy Subordinated Debt Documents (100%) of as in effect on the Effective Date), Borrower is required to use such Net Cash ProceedsProceeds to prepay the Sealy Subordinated Debt, which Net Cash Proceeds shall promptly upon receipt thereof be deposited into a Blocked Account and payments therefrom Borrower’s obligation to prepay the Loans pursuant to this Section 2.05(c)(v) shall be applied reduced on a dollar-for-dollar basis by the Administrative Agent for the account amount of such prepayment by Borrower of the Lenders first Sealy Subordinated Debt. The provisions of this subsection (v) shall not be deemed to be implied consent to any such issuance, incurrence or sale otherwise prohibited by the terms and conditions of this Agreement. (vi) Upon the receipt by any Loan Party or any of its Subsidiaries of any Extraordinary Receipts, the Borrower shall prepay the outstanding principal amount of outstanding Swingline the Loans and second in an amount equal to 100% of such Extraordinary Receipts, net of any reasonable expenses incurred in collecting such Extraordinary Receipts; provided, that to the principal extent that, pursuant to the terms of the Sealy Subordinated Debt Documents (as in effect on the Effective Date), Borrower is required to use such Extraordinary Receipts to prepay the Sealy Subordinated Debt, Borrower’s obligation to prepay the Loans pursuant to this Section 2.05(c)(vi) shall be reduced on a dollar-for-dollar basis by the amount of outstanding Revolving Loans, without a corresponding reduction such prepayment by Borrower of the Aggregate CommitmentSealy Subordinated Debt; provided that provided, further, that; if no Event of Default has occurred and is continuing, such prepayment shall only be required if the aggregate amount of all such Extraordinary Receipts received since the Effective Date exceeds $10,000; provided, further, however, that so long as (xA) during no Event of Default has occurred and is continuing or would result therefrom, and (B) Borrower has not less than $4,000,000 of Excess Availability, the Borrower may, on or prior to the date of the receipt of the proceeds of Extraordinary Receipts in the form of proceeds of insurance or condemnation awards, request that the amount of the required prepayments set forth in this Section 2.05(c)(vi), not occur at such time, and that Borrower be permitted to apply such Extraordinary Receipts to the costs of repairs, replacement or restoration of the property which is the subject of the loss, destruction, or taking by condemnation (so long as such proceeds do not relate to damage or destruction of a Cash Dominion Period warehouse or distribution facility (yor the goods contained therein) of a Loan Party). If such notice is timely given and if such proceeds do not relate to damage or destruction of a warehouse or distribution facility (or the goods contained therein) of a Loan Party, the Borrower shall be relieved of its obligation to make such mandatory prepayments at such time; provided, further, however, that pending the re-investment of such proceeds by the Borrower in accordance with the provisions of this Section, such proceeds shall be paid over to the Administrative Agent and the Administrative Agent shall impose a reserve against the Borrowing Base and the Maximum Revolver Amount equivalent to such amount paid over until such time as either the sums are re-invested or are applied to the prepayment or repayment, as applicable, of the Loans, in each case, as herein provided. If such notice is timely given and if such proceeds do relate to damage or destruction of a warehouse or distribution facility (or the goods contained therein) of a Loan Party, and if, in the sole judgment of the Collateral Agent, the Loan Parties have Availability, and/or casualty and business interruption insurance proceeds in amounts sufficient to ensure that the Borrower will be able to make payment as and when due in respect of the Obligations and the Sealy Subordinated Debt that will be payable during the period of repair, replacement, or restoration, the Borrower shall be relieved of its obligation to make such mandatory prepayments at such time; provided, further, however, that pending the re-investment of such proceeds by the Borrower in accordance with the provisions of this Section, such proceeds shall be paid over to the Administrative Agent and the Administrative Agent shall impose a reserve against the Borrowing Base and the Maximum Revolver Amount equivalent to such amount paid over until such time as either the sums are re-invested or are used to make the required prepayment or repayment, as applicable, of the Sealy Subordinated Debt or the Loans, as applicable, in each case, as herein provided. If, within 90 days after giving effect the date of the Borrower’s receipt of the proceeds of such Extraordinary Receipts, the Borrower provides the Administrative Agent reasonably detailed reporting indicating that the Borrower has invested all or a portion of such proceeds in assets used or useful in the business similar or ancillary to the business of the Borrower as it exists as of the date hereof, then the required prepayment shall be reduced on a dollar-for-dollar basis with the amount of the proceeds so invested; provided further, however, that if, on such 90th day all or any event described portion of such proceeds have not been so invested, the portion remaining shall be used to make the required prepayment or repayment, as applicable, of the Sealy Subordinated Debt or the Loans (in accordance with the provisions set forth above in this clause (iivi), a Cash Dominion Period ) as of such 90th day. (without giving effect vii) In the event that the difference between (A) the aggregate amount of the cash and Permitted Investments of the Loan Parties and their Subsidiaries and (B) the aggregate amount of all outstanding checks or other instruments written or otherwise issued with respect to any Cash Dominion Grace Perioddeposit account of any Loan Party that have not yet been honored by the applicable depository institution, exceeds $1,500,000, for two consecutive Business Days, the Borrower shall immediately prepay the outstanding principal of the Revolving Loans in the amount equal to the difference between (X) would be triggeredthe difference between (I) the amount of such Permitted Investments as of such date and (II) the aggregate amount of all outstanding checks or other instruments written or otherwise issued with respect to any deposit account of any Loan Party that have not yet been honored by the applicable depository institution, and (Y) $1,000,000.

Mandatory Prepayments. (a) Upon receipt by any Loan Party, of Net Cash Proceeds arising from: (i) Except as provided in Section 2.8, if at any time the Total Outstandings exceed the lesser of an Asset Sale (i) the Borrowing Base and (ii) the Aggregate Commitment, the Borrowers shall repay promptly upon the earlier of (A) any Responsible Officer of the Administrative Borrower obtaining knowledge thereof and (B) demand from the Administrative Agent, by payment other than pursuant 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.SECTION 7.13); (ii) If as an Equity Issuance; (iii) a Debt Issuance; (iv) following and during the continuance of an Event of Default, a Property Loss Event; or (v) payments by NBC pursuant to the KNTV Affiliation Agreement, the Borrower shall immediately prepay the Loans PLUS, if such payment is made on or prior to the second anniversary of the most recent Revaluation Date and for any reason (includingEffective Date, without limitation, due to currency rate fluctuations) (A) the outstanding Letter of Credit Obligations exceed the Letter of Credit Limit or (B) the outstanding Alternative Currency Letter of Credit Obligations exceed the Alternative Currency Letter of Credit Sublimit, then the Borrowers shall, promptly upon the earlier of (x) any Responsible Officer of the Administrative Borrower obtaining knowledge thereof and (y) demand from the Administrative Agent, by payment to the Administrative Agent for the account of the applicable Issuing Banks and the Lenders, make a payment of cash collateral premium in an amount equal to such excess into a cash collateral account opened by the Administrative Agent, for the benefit 1% of the applicable Issuing Banks and the Lenders. (iii) If at any time any Loan Party or any amount of its Subsidiaries shall receive Net Cash Proceeds from (A) any insurance or condemnation award payable by reason of theft, loss, physical destruction or damage, taking or similar event with respect principal to any Collateral or (B) the sale (or series of sales) or other disposition of Collateral or Material Trademarksbe prepaid, the Borrowers total aggregate amount of which shall prepay Loans in be an amount equal to one hundred percent (100%) % of such Net Cash Proceeds, . Any such mandatory prepayment shall be applied in accordance with CLAUSE (B) below. (b) Prepayments of the Loans made pursuant to CLAUSE(A) above which are to be paid from Net Cash Proceeds shall promptly upon receipt thereof be deposited into generated by: (i) an Asset Sale consummated by or, after an Event of Default, a Blocked Account and payments therefrom Property Loss Event suffered by (x) a Tranche A Loan Party (other than the sale by the Borrower of the Stock of a Tranche B Loan Party) or the sale of Tranche A Collateral shall be applied by in accordance with the Administrative Agent for the account priority of the Lenders first to the principal amount of outstanding Swingline Loans payments set forth in SECTION 2.10(A) and second to the principal amount of outstanding Revolving Loans, without a corresponding reduction of the Aggregate Commitment; provided that such prepayment shall only be required (x) during a Cash Dominion Period or (y) ifa Tranche B Loan Party or the sale of Tranche B Collateral, after giving effect shall be applied, subject to the provisions of the NBC Intercreditor Agreement, in accordance with the priority of payments set forth in SECTION 2.10(B); (ii) an Equity Issuance or a Debt Issuance shall be applied FIRST, to any event described in this clause (ii)prepayment fee then due and payable, a Cash Dominion Period (without giving effect SECOND, to pay all amounts owing pursuant to any Cash Dominion Grace Periodnote issued under the Fee Letter, THIRD, to pay Deferred Interest then owing in respect of the Tranche B Loans, and FOURTH, PRO RATA amongst the Secured Parties in accordance with the priority of payments set forth in SECTION 2.10(A) would AND (B); and (iii) any payment by NBC pursuant to the KNTV Affiliation Agreement, shall be triggeredapplied in accordance with the priority of payments set forth in SECTION 2.10(B).

Mandatory Prepayments. (ia) Except If, as provided of the date of the Agent's receipt of the As-Completed Appraisal, the Outstanding Amount of all Loans exceeds 65% of the fair market value of Xxxxxx Plaza based solely on the income valuation method of appraisal as set forth in Section 2.8the As-Completed Appraisal, if then the Borrower shall promptly, and in no event later than 15 days after the Agent's receipt of the As-Completed Appraisal, prepay Loans in an aggregate amount equal to such excess. (b) If any Loan Party, Xxxxxx Xxxxx or Xxxxxx Broadcasting shall at any time the Total Outstandings exceed the lesser or from time to time make or agree to make a Disposition, or shall suffer an Event of Loss, in each case, other than in respect of Xxxxxx Plaza, then (i) the Borrowing Base Borrower shall promptly notify the Agent of such proposed Disposition or Event of Loss (including the amount of the estimated Net Proceeds to be received by the such Loan Party in respect thereof) and (ii) promptly upon, and in no event later than 30 days after, receipt by such Loan Party of the Aggregate CommitmentNet Proceeds of such Disposition or Event of Loss, the Borrowers shall repay promptly 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. (ii) If as of the most recent Revaluation Date and for any reason (including, without limitation, due to currency rate fluctuations) (A) the outstanding Letter of Credit Obligations exceed the Letter of Credit Limit or (B) the outstanding Alternative Currency Letter of Credit Obligations exceed the Alternative Currency Letter of Credit Sublimit, then the Borrowers shall, promptly upon the earlier of (x) any Responsible Officer of the Administrative Borrower obtaining knowledge thereof and (y) demand from the Administrative Agent, by payment to the Administrative Agent for the account of the applicable Issuing Banks and the Lenders, make a payment of cash collateral in an amount equal to such excess into a cash collateral account opened by the Administrative Agent, for the benefit of the applicable Issuing Banks and the Lenders. (iii) If at any time any Loan Party or any of its Subsidiaries shall receive Net Cash Proceeds from (A) any insurance or condemnation award payable by reason of theft, loss, physical destruction or damage, taking or similar event with respect to any Collateral or (B) the sale (or series of sales) or other disposition of Collateral or Material Trademarks, the Borrowers shall prepay Loans in an aggregate amount equal to one hundred percent (100%) the amount of such Net Cash Proceeds; provided, which however, that so long as no Default or Event of Default -------- ------- exists or would result therefrom, the Borrower may accept from and retain 50% of the first $16,000,000 of the Net Cash Proceeds of Dispositions and Events of Loss received by any of the Loan Parties, and use such Net Proceeds to make capital expenditures related to the completion of Xxxxxx Plaza. (c) If any Loan Party shall issue new debt (other than a borrowing under the Xxxxxx Communications Margin Loan Agreement or the Xxxxxx Communications Forward Sale Documents) or equity (including equity issued in connection with the exercise of options rights), the Borrower shall promptly upon notify the Agent of the estimated Net Issuance Proceeds of such issuance to be received by such Loan Party in respect thereof. Promptly upon, and in no event later than 30 days after, receipt thereof be deposited into a Blocked Account by such Loan Party of Net Issuance Proceeds of such issuance, the Borrower shall prepay the Loans in an aggregate amount equal to the amount of such Net Issuance Proceeds; provided, however, that in the case of Net -------- ------- Issuance Proceeds of equity issued in connection with the exercise of stock options, the Borrower shall prepay the Loans in an aggregate amount equal to such Net Issuance Proceeds in arrears on the last Business Day of each March, June, September and payments therefrom December. (d) Any prepayments pursuant to this Section 2.04 shall be applied by first to any ------------ Base Rate Loans then outstanding and then to Eurodollar Rate Loans with the Administrative Agent for shortest Interest Periods remaining. The Borrower shall pay, together with each prepayment under this Section 2.04, accrued interest on the account amount prepaid ------------ together with any additional amounts required pursuant to Section 3.05. Each ------------ such prepayment shall be applied to the Loans 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; provided that such prepayment shall only be required (x) during a Cash Dominion Period or (y) if, after giving effect to any event described in this clause (ii), a Cash Dominion Period (without giving effect to any Cash Dominion Grace Period) would be triggered.accordance with Section 2.11. ------------

Mandatory Prepayments. (ia) Except as provided in Section 2.8, if at If on any time the Total Outstandings exceed the lesser of (i) the Borrowing Base and (ii) the Aggregate Commitmentdate Holdings, the Borrowers shall repay promptly 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. (ii) If as of the most recent Revaluation Date and for any reason (including, without limitation, due to currency rate fluctuations) (A) the outstanding Letter of Credit Obligations exceed the Letter of Credit Limit or (B) the outstanding Alternative Currency Letter of Credit Obligations exceed the Alternative Currency Letter of Credit Sublimit, then the Borrowers shall, promptly upon the earlier of (x) any Responsible Officer of the Administrative Borrower obtaining knowledge thereof and (y) demand from the Administrative Agent, by payment to the Administrative Agent for the account of the applicable Issuing Banks and the Lenders, make a payment of cash collateral in an amount equal to such excess into a cash collateral account opened by the Administrative Agent, for the benefit of the applicable Issuing Banks and the Lenders. (iii) If at any time any Loan Party or any of its Subsidiaries shall receive Net Cash Proceeds from (A) any insurance Asset Sale or condemnation award payable Disposition permitted by reason of theftSection 7.5(e), loss, physical destruction or damage, taking or similar event with respect to any Collateral or (B) the sale (or series of sales) or other disposition of Collateral or Material Trademarks, the Borrowers shall prepay Loans in an amount equal to one hundred percent (100%) of such Net Cash Proceeds, which Net Cash Proceeds shall promptly upon receipt thereof be deposited into a Blocked Account and payments therefrom (but in any event no later than 2 Business Days after such receipt) shall be applied paid by the Borrower to the Administrative Agent Agent, for the account ratable benefit of the Lenders first Lenders, to prepay the Obligations in cash at 100% of the principal amount of outstanding Swingline the Term Loans so prepaid, plus the sum of (x) accrued and second unpaid interest to the repayment date, plus (y) the Make-Whole Amount, plus (z) a pro rata portion (based on the amount of the Term Loans prepaid) of the deferred set-up fee referred to in Section 2.9(b)(ii). (b) On any date Parent, Holdings or the Borrower receives proceeds from a Company Sale, (i) all such proceeds (whether or not sufficient to make the following payments in full) shall be immediately applied to repay the Obligations in full in cash and to pay to the Administrative Agent, for the pro rata benefit of the Lenders, the sum of 100% of the principal amount of outstanding Revolving the Term Loans, without a corresponding reduction of plus (x) accrued and unpaid interest to the Aggregate Commitmentrepayment date, plus (y) the Make-Whole Amount, plus (z) the deferred set-up fee referred to in Section 2.9(b)(i); provided that at the time of any such prepayment Company Sale, all of the foregoing Obligations shall only be required paid in full regardless of the amount of proceeds actually received by Parent, holdings or the Borrower. (c) Unless the Borrower shall otherwise have repaid in full all Obligations under this Agreement, upon (i) 75 days following a Parent Liquidity Event or (ii) an acceleration of the Obligations pursuant to Section 8, the Borrower shall repay the Obligations in full in cash, plus and pay to the Administrative Agent, for the pro rata benefit of the Lenders, including 100% of the principal amount of the outstanding Term Loans, plus the sum of (x) during a Cash Dominion Period or accrued and unpaid interest to the repayment date, plus (y) ifthe Make-Whole Amount, after giving effect plus (z) the deferred set-up fee referred to in Section 2.9(b)(ii). (d) Subject to Section 2.18, amounts to be applied in connection with a repayment made pursuant to this Section 2.12, if the Obligations are not paid in full in cash, shall be applied, first, to accrued and unpaid interests on the Term Loans, second, to the deferred set-up fee referred to in Section 2.9(b), third, to outstanding principal of the Terms Loans (including, without limitation, any capitalized interest that has been added to the principal of the Term Loans) and, fourth, to any event described in remaining Obligations outstanding. The application of any repayment pursuant to this clause (ii)Section 2.12 shall be made, a Cash Dominion Period (without giving effect first, to any Cash Dominion Grace Period) would be triggeredBase Rate Loans, if any, and, second, to Eurodollar Loan.

Mandatory Prepayments. (i) Except as provided in Section 2.8, if 1. If at any time the Total Revolving Credit Outstandings exceed the lesser Revolving Credit Commitment (as a result of (i) the Borrowing Base and (ii) the Aggregate Commitmentcurrency fluctuations or otherwise), the Borrowers shall each applicable Borrower agrees to repay promptly immediately upon the earlier of (A) any Responsible Officer of the Administrative Borrower obtaining knowledge thereof and (B) demand notice from the Administrative Agent, by payment to the Administrative Agent for the account of the Revolving Credit Lenders, Extensions of Credit in an amount equal to such excess with each such repayment applied first first, to the principal amount of outstanding US Swingline Loans, second second, to the principal amount of outstanding Canadian Swingline Loans, third to the principal amount of outstanding US Revolving Credit Loans, fourth, to the principal amount of outstanding Canadian Revolving Credit Loans and thirdfifth, with respect to any Letters of Credit then outstanding, to a payment of cash collateral Cash Collateral into a cash collateral Cash Collateral account opened by the Administrative Agent, for the benefit of the Revolving Credit Lenders, in an amount equal to such excess (such Cash Collateral to be applied, upon the occurrence and during the continuance of an Event of Default, in accordance with Section 10.2(b)); provided that if any US Borrower is required to make a payment of Cash Collateral pursuant to the terms of this Section 2.4(b)(i) as a result of any such excess, such amount (to the extent not applied in accordance with Section 10.2(b)) shall be returned to such US Borrower within three Business Days after such excess ceases to exist. (ii) 2. [intentionally omitted]. 3. If as of the most recent Revaluation Date and for at any reason (including, without limitation, due to currency rate fluctuations) (A) the time Swingline Loans outstanding Letter of Credit Obligations at such time exceed the Letter Swingline Commitment (as a result of Credit Limit currency fluctuations or otherwise), the applicable Borrower or Borrowers agree to repay within one (B1) the outstanding Alternative Currency Letter Business Day following receipt of Credit Obligations exceed the Alternative Currency Letter of Credit Sublimit, then the Borrowers shall, promptly upon the earlier of (x) any Responsible Officer of the Administrative Borrower obtaining knowledge thereof and (y) demand notice from the Administrative Agent, by payment to the Administrative Agent for the account of the applicable Issuing Banks and the Lenders146960219_6 165457743_4 Swingline Lender, make a payment of cash collateral Swingline Loans in an amount equal to such excess into a cash collateral account opened by with each such repayment applied ratably to the Administrative Agent, for the benefit of the applicable Issuing Banks and the Lendersoutstanding Swingline Loans. (iii) 4. If at any time any Loan Party Letters of Credit outstanding at such time exceed the L/C Sublimit (as a result of currency fluctuations or any of its Subsidiaries shall receive Net Cash Proceeds from (A) any insurance or condemnation award payable by reason of theft, loss, physical destruction or damage, taking or similar event with respect to any Collateral or (B) the sale (or series of sales) or other disposition of Collateral or Material Trademarksotherwise), the applicable Borrower or Borrowers shall prepay Loans in an agree to Cash Collateralize the amount equal to one hundred percent (100%) of such Net excess (such Cash ProceedsCollateral to be applied, which Net Cash Proceeds shall promptly upon receipt thereof be deposited into a Blocked Account the occurrence and payments therefrom shall be applied by during the Administrative Agent for the account continuance of the Lenders first to the principal amount an Event of outstanding Swingline Loans and second to the principal amount of outstanding Revolving LoansDefault, without a corresponding reduction of the Aggregate Commitmentin accordance with Section 10.2(b)); provided that if any Borrower is required to make a payment of Cash Collateral pursuant to the terms of this Section 2.4(b)(iv) as a result of any such prepayment excess, such amount (to the extent not applied in accordance with Section 10.2(b)) shall only be required (x) during a Cash Dominion Period or (y) if, returned to such Borrower within three Business Days after giving effect such excess ceases to any event described in this clause (ii), a Cash Dominion Period (without giving effect to any Cash Dominion Grace Period) would be triggeredexist.

Mandatory Prepayments. The Borrower shall make mandatory prepayments of the Loans as follows: (ia) Except as provided in Section 2.8If, if at on any time the Total Outstandings exceed the lesser of (i) the Borrowing Base and (ii) the Aggregate Commitmentdate, the Borrowers shall repay promptly 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. (ii) If as of the most recent Revaluation Date and for any reason (including, without limitation, due to currency rate fluctuations) (A) the outstanding Letter of Credit Obligations exceed the Letter of Credit Limit or (B) the outstanding Alternative Currency Letter of Credit Obligations exceed the Alternative Currency Letter of Credit Sublimit, then the Borrowers shall, promptly upon the earlier of (x) any Responsible Officer of the Administrative Borrower obtaining knowledge thereof and (y) demand from the Administrative Agent, by payment to the Administrative Agent for the account of the applicable Issuing Banks and the Lenders, make a payment of cash collateral in an amount equal to such excess into a cash collateral account opened by the Administrative Agent, for the benefit of the applicable Issuing Banks and the Lenders. (iii) If at any time any Loan Party or any of its Subsidiaries shall receive 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 (any of the foregoing being a "Disposition"), other than a Disposition (i) permitted under Section 9.2, (ii) permitted under Section 9.3, or (iii) to the Borrower or its directly owned Subsidiaries, and such Disposition results in Net Cash Proceeds from in excess of $200,000, the Borrower shall promptly notify the Administrative Agent (Awhich shall promptly notify the Lenders) of such Disposition, including the amount of Net Proceeds received by the Borrower or any insurance Subsidiary in respect of such Disposition (and the amount and other type of consideration so received) and, subject to the terms of the Collateral Sharing Agreement, an amount equal to the (b) If, on any date, the Borrower or condemnation award payable by reason any of theftits Subsidiaries shall sell, lossissue or grant options, physical destruction contingent interest rights, warrants or damage, taking or similar event other rights with respect to any Collateral or of its equity securities and, with respect to clause (Biii) below only, debt securities (any of the sale (or series of sales) or other disposition of Collateral or Material Trademarksforegoing being a "Sale"), the Borrowers Borrower shall prepay Loans promptly notify the Administrative Agent (which shall promptly notify the Lenders) of such Sale, including the amount of Net Proceeds received by the Borrower or any Subsidiary in respect of such Sale (and the amount and other type of consideration so received) and, subject to the terms of the Collateral Sharing Agreement, an amount equal to one hundred the Lender Net Proceeds Portion of such Net Proceeds (or, in the case of a Sale of the type referenced in clause (iii) below, the Lender Net Proceeds Portion of forty percent (10040%) of such Net Cash Proceeds in excess of $50,000,000) shall be promptly applied after the receipt from time to time of such Net Proceeds to repay outstanding principal of the Loans (together with any interest accrued thereon). To the extent the Lender Net Proceeds Portion of the Net Proceeds in respect of such Sale as is required to be applied to the Loans under the immediately preceding sentence exceeds the amount of the Loans then outstanding (together with any interest accrued thereon), or, at the time of such Sale, the Loans shall have been paid in full, subject to the terms of the Collateral Sharing Agreement, the amount of such Net Proceeds, which up to 100% of such Net Cash Proceeds shall promptly upon receipt thereof be deposited into (or, in the case of a Blocked Account and payments therefrom shall be applied by the Administrative Agent for the account Sale of the Lenders first to the principal amount type referenced in clause (iii) below, 40% of outstanding Swingline Loans and second to the principal amount of outstanding Revolving Loans, without a corresponding reduction of the Aggregate Commitment; provided that such prepayment shall only be required (x) during a Cash Dominion Period or (y) ifNet Proceeds), after giving effect to the Pari Passu Lender Net Proceeds Portion from such Sale concurrently being applied under the Pari Passu Credit Agreement, shall be applied to repay, first, any event described remaining Liabilities, second, any Pari Passu Loans then outstanding (together with any interest accrued thereon), third, any other remaining Pari Passu Liabilities, fourth, any Letters of Credit drawn and unreimbursed (including any interest accrued thereon) and, fifth, any other remaining LC Liabilities then due and owing. Notwithstanding anything contained in this clause Section 4.3(b) to the contrary, no prepayment hereunder shall be required with respect to: (ii)i) the issuance of common stock or preferred stock of the Borrower or any options, a Cash Dominion Period (without giving effect to any Cash Dominion Grace Period) would be triggered.contingent interest rights,

Mandatory Prepayments. (i) Except as provided in Section 2.8, if If at any time the Total Revolving Credit Outstandings exceed the lesser of (i) the Borrowing Base and (ii) the Aggregate Revolving Credit Commitment, the Borrowers shall agree to repay promptly immediately upon the earlier of (A) any Responsible Officer of the Administrative Borrower obtaining knowledge thereof and (B) demand notice from the Administrative Agent, by payment to the Administrative Agent for the account of the Revolving Credit Lenders, Extensions of Credit in an amount equal to such excess with each such repayment applied first first, to the principal amount of outstanding Swingline Loans, second to the principal amount of outstanding Revolving Credit Loans and third, with respect to any Letters of Credit then outstanding, to a payment of cash collateral Cash Collateral into a cash collateral Cash Collateral account opened by the Administrative Agent, for the benefit of the Revolving Credit Lenders, in an amount equal to such excess (such Cash Collateral to be applied in accordance with Section 10.2(b)). (ii) If as upon the occurrence of any San Bartolomé Political Risk Insurance Event, the most recent Revaluation Date and Parent or any of its Subsidiaries are required to cancel, forgive, make any payment or prepayment on, or redeem or acquire for any reason value (including, without limitation, by way of depositing with any trustee with respect thereto money or securities before due for the purpose of paying when due ) any Indebtedness incurred pursuant to currency rate fluctuations) (A) the outstanding Letter of Credit Obligations exceed the Letter of Credit Limit or (B) the outstanding Alternative Currency Letter of Credit Obligations exceed the Alternative Currency Letter of Credit SublimitSection 9.1(i), then prior to the repayment of any such Indebtedness, the Borrowers shall, promptly upon the earlier of (x) any Responsible Officer of the Administrative Borrower obtaining knowledge thereof and (y) demand from the Administrative Agentagree to repay immediately, by payment to the Administrative Agent for the account of the applicable Issuing Banks and the Revolving Credit Lenders, make a payment Extensions of cash collateral Credit in an amount equal to 100% of the Net Cash Proceeds received in connection with such excess event applied first, to the principal amount of outstanding Swingline Loans, second to the principal amount of outstanding Revolving Credit Loans and third, with respect to any Letters of Credit then outstanding, a payment of Cash Collateral into a cash collateral Cash Collateral account opened by the Administrative Agent, for the benefit of the applicable Issuing Banks and the Lenders. Revolving Credit Lenders (iii) If at any time any Loan Party or any of its Subsidiaries shall receive Net such Cash Proceeds from (A) any insurance or condemnation award payable by reason of theft, loss, physical destruction or damage, taking or similar event with respect Collateral to any Collateral or (B) the sale (or series of sales) or other disposition of Collateral or Material Trademarks, the Borrowers shall prepay Loans in an amount equal to one hundred percent (100%) of such Net Cash Proceeds, which Net Cash 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; provided that such prepayment shall only be required (x) during a Cash Dominion Period or (y) if, after giving effect to any event described in this clause (iiaccordance with Section 10.2(b), a Cash Dominion Period (without giving effect to any Cash Dominion Grace Period) would be triggered).

Mandatory Prepayments. (i) Except as provided in Section 2.8, if If at any time the Total Outstandings aggregate principal amount of all Loans outstanding, the aggregate Letter of Credit Amount of all Letters of Credit outstanding and the aggregate amount of unreimbursed drawings under all Letters of Credit shall exceed the lesser of (ia) the Aggregate Commitment and (b) the Borrowing Base and Base, the Borrower shall pay immediately upon demand made by the Agent all amounts required in order to reduce such amounts outstanding to the lesser of (iia) the Aggregate Commitment, the Borrowers shall repay promptly upon the earlier of (A) any Responsible Officer of the Administrative Borrower obtaining knowledge thereof Commitment and (Bb) demand from the Administrative AgentBorrowing Base, 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 and if no Loans and third, with respect to or any unreimbursed drawings under Letters of Credit are then outstanding, to a payment of cash collateral into a cash collateral account opened by shall deposit with the Administrative Agent, for the benefit of the Lenders. (ii) If as of the most recent Revaluation Date and for any reason (including, without limitation, due to currency rate fluctuations) (A) the outstanding Letter of Credit Obligations exceed the Letter of Credit Limit or (B) the outstanding Alternative Currency Letter of Credit Obligations exceed the Alternative Currency Letter of Credit Sublimit, then the Borrowers shall, promptly upon the earlier of (x) any Responsible Officer of the Administrative Borrower obtaining knowledge thereof and (y) demand from the Administrative Agent, by payment to the Administrative Agent for the account of the applicable Issuing Banks and the Lenders, make a payment of cash collateral in an amount equal to such excess into a the amount by which the aggregate Letter of Credit Amounts of all Letters of Credit outstanding exceeds the lesser of (a) the Aggregate Commitment and (b) the Borrowing Base. (ii) If at any time the aggregate Letter of Credit Amount of all Letters of Credit outstanding and the aggregate amount of unreimbursed drawings under all Letters of Credit shall exceed $15,000,000 for whatever reason, the Borrower shall immediately deposit with the Agent cash collateral account opened in an amount equal to the amount by which the Administrative Agent, for the benefit aggregate Letter of the applicable Issuing Banks Credit Amount of all Letters of Credit outstanding and the Lendersany aggregate amount of unreimbursed drawings under all Letters of Credit shall exceed $15,000,000. (iii) If at any time any Loan Party Upon the sale, or any of its Subsidiaries shall receive Net Cash Proceeds from (A) any insurance or condemnation award payable by reason of theft, loss, physical destruction or damage, taking or similar event with respect to any Collateral or (B) the sale (or series a combination of sales) , lease transfer or other disposition (including securitizations or the issuance and sale of Collateral REMIC Certificates) of the assets of the Borrower or Material Trademarksits Subsidiaries (other than sales in the ordinary course of business or sale of assets having a Book Value of less than $5,000,000) which results in receipt by the Borrower or its Subsidiaries of either (a) cash proceeds and/or (b) repayment of any Debt owing to the Borrower or its Subsidiaries resulting from any such sale or combination of sale of assets or otherwise, the Borrowers Borrower shall prepay the Loans in an amount equal to one hundred percent (100%) % of such Net Cash Proceedscash proceeds received by the Borrower or its direct or indirect wholly-owned Subsidiaries or Debt repaid (net of reasonable and customary costs of sale and related income tax expense) or, which Net Cash Proceeds if no Loans are outstanding or if the Loans have been prepaid and if a Default shall promptly upon receipt thereof be deposited into a Blocked Account and payments therefrom have occurred, the Borrower shall immediately deposit with the Agent cash collateral in an amount equal to the lesser of such net proceeds or the aggregate Letter of Credit Amount of all Letters of Credit outstanding. All such prepayments shall be applied in accordance with Section 2.27. (iv) Upon a Change of Control, the Borrower shall immediately prepay all of the Loans or if no Loans are outstanding or if the Loans have been prepaid, the Borrower shall immediately deposit with the Agent cash collateral in an amount equal to the Aggregate Letter of Credit Amount for all Letters of Credit outstanding. (v) Upon the issuance or sale by the Administrative Agent for Borrower or any of its directly or indirectly wholly-owned Subsidiaries after the account Closing Date of any stock, any warrants or options exercisable in respect of stock (other than any warrants or options issued to current or former directors, officers, consultants or employees of the Lenders first Borrower or any of its Subsidiaries, any restricted stock plan and the shares distributed thereunder, any stock issued upon exercise of such warrants or options and other than stock issued pursuant to exchangeable limited partnership interests), any other security or instrument representing an equity interest, any Subordinated Indebtedness provided that if any new Subordinated Indebtedness permitted by Section 8.1(iv)(b) is incurred to refinance any Subordinated Indebtedness then outstanding, no mandatory prepayment will be required hereunder), any Debt refinancing a portion or all of the Loans and Letters of Credit or any capital contribution received, the Borrower shall immediately prepay the Loans in an aggregate amount equal to 100% of the proceeds from such equity or debt issuance (net of reasonable and customary costs of sale and related income tax expense) or, if no Loans are outstanding or if the Loans have been prepaid and if a Default shall have occurred, the Borrower shall immediately deposit with the Agent cash collateral in an amount equal to the principal amount lesser of outstanding Swingline Loans and second to the principal amount of outstanding Revolving Loans, without a corresponding reduction of such net proceeds or the Aggregate Commitment; provided that Letter of Credit Amount of all Letters of Credit outstanding. All such prepayment prepayments shall only be required (x) during a Cash Dominion Period or (y) if, after giving effect to any event described applied in this clause (ii), a Cash Dominion Period (without giving effect to any Cash Dominion Grace Period) would be triggeredaccordance with Section 2.27.

Mandatory Prepayments. (i) Except as provided in Section 2.8, if If at any time the Total Outstandings exceed sum of the lesser Loan Balance exceeds the sum of (i) the Borrowing Base then in effect and (ii) the Aggregate Revolving Line of Credit Number 2 Available Commitment, the Borrowers Borrower shall, within 60 days of notice from the Agent of such occurrence, (a) prepay, or make arrangements acceptable to the Lenders for the prepayment of, the amount of such excess for application on the Loan Balance, (b) provide additional collateral, of character and value satisfactory to the Lenders in their reasonable discretion, to secure the Obligations by the execution and delivery to the Lenders of security instruments in form and substance satisfactory to the Lenders in the exercise of their reasonable discretion, or (c) effect any combination of the alternatives described in clauses (a) and (b) of this Section and acceptable to the Lenders in their reasonable discretion. In the event that a mandatory prepayment is required under this Section and the Loan Balance is less than the amount required to be prepaid, the Borrower shall repay promptly upon the earlier of (A) any Responsible Officer entire Loan Balance and, in accordance with the provisions of the Administrative relevant Letter of Credit Applications executed by the Borrower obtaining knowledge thereof and (B) demand from the Administrative Agent, by payment or otherwise to the Administrative Agent reasonable satisfaction of the Lenders, deposit with the Lenders, as additional collateral securing the Obligations, an amount of cash, in immediately available funds, equal to the L/C Exposure minus the Borrowing Base. The cash deposited with the Lenders in satisfaction of the requirement provided in this Section may be invested, at the reasonable discretion of the Lenders and then only at the express direction of the Borrower as to investment vehicle and maturity (which shall be no later than the latest expiry date of any then outstanding Letter of Credit), 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 Borrower in cash collateral into a or cash collateral account opened equivalent investments offered by the Administrative Agent, for the benefit of or through the Lenders. (ii) If as of the most recent Revaluation Date and for any reason (including, without limitation, due to currency rate fluctuations) (A) the outstanding Letter of Credit Obligations exceed the Letter of Credit Limit or (B) the outstanding Alternative Currency Letter of Credit Obligations exceed the Alternative Currency Letter of Credit Sublimit, then the Borrowers shall, promptly upon the earlier of (x) any Responsible Officer of the Administrative Borrower obtaining knowledge thereof and (y) demand from the Administrative Agent, by payment to the Administrative Agent for the account of the applicable Issuing Banks and the Lenders, make a payment of cash collateral in an amount equal to such excess into a cash collateral account opened by the Administrative Agent, for the benefit of the applicable Issuing Banks and the Lenders. (iii) If at any time any Loan Party or any of its Subsidiaries shall receive Net Cash Proceeds from (A) any insurance or condemnation award payable by reason of theft, loss, physical destruction or damage, taking or similar event with respect to any Collateral or (B) the sale (or series of sales) or other disposition of Collateral or Material Trademarks, the Borrowers shall prepay Loans in an amount equal to one hundred percent (100%) of such Net Cash Proceeds, which Net Cash 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; provided that such prepayment shall only be required (x) during a Cash Dominion Period or (y) if, after giving effect to any event described in this clause (ii), a Cash Dominion Period (without giving effect to any Cash Dominion Grace Period) would be triggered.

Mandatory Prepayments. (ia) Except as provided in Section 2.8, if If at any time the Total Revolving Credit Outstandings exceed the lesser Revolving Credit Facility, the Borrower shall immediately prepay Revolving Credit Loans, Swing Line Loans or Cash Collateralize the L/C Obligations, or any combination of the foregoing, in an aggregate amount equal to such excess; provided, however, that the Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.06(a) unless after the prepayment in full of the Revolving Credit Loans and the Swing Line Loans the Total Revolving Credit Outstandings exceed the Revolving Credit Facility at such time. (b) If the Borrower or any of its Subsidiaries (other than, following the New Dive IPO, New Dive) receives Net Cash Proceeds in excess of $2,500,000 from any Asset Disposition or any Recovery Event (or series of related Asset Dispositions or Recovery Events), then (i) on the Borrowing Base next Business Day following the date of receipt by the Borrower or the applicable Subsidiary of such Net Cash Proceeds and (ii) the Aggregate Commitmentsubject to Section 2.06(e), the Borrowers Borrower shall repay prepay the Loans by an amount equal to the amount of such Net Cash Proceeds, as set forth in Section 2.06(d); provided, however that at the election of the Borrower, and so long as no Default shall have occurred and be continuing, the Borrower, the applicable Subsidiary or any Loan Party (or any combination of the foregoing) may reinvest all or any portion of such Net Cash Proceeds if such reinvestment complies with the following requirements: (w) the Borrower shall deliver to the Administrative Agent a certificate of a Responsible Officer to the effect that the Borrower and/or any such permitted Subsidiary intends to reinvest all or any portion of such Net Cash Proceeds in accordance with this Section 2.06(b), (x) the Borrower, the applicable Subsidiary or any Loan Party (or any combination of the foregoing) shall reinvest such Net Cash Proceeds to acquire Oil and Gas Properties or operating assets (including the construction of any such assets and the Acquisition of all of the Equity Interests in one or more Persons owning or constructing any such assets) or to improve, enlarge, develop, re-construct or repair the affected asset, or any combination of the foregoing in each case, within 365 days after the receipt of the applicable Net Cash Proceeds, (y) the Borrower, the applicable Subsidiary or any Loan Party (or any combination of the foregoing) shall, in the case of any Disposition of, or Recovery Event with respect to, any Collateral, reinvest such proceeds in assets of the type described in clause (x) above (including the construction of such assets and the Acquisition of all of the Equity Interests in one or more Persons owning or constructing such assets) which will constitute Collateral and take all actions required by Section 6.13 with respect thereto (provided that any Equity Interests purchased with Net Cash Proceeds of Collateral pursuant to this Section 2.06(b) shall be issued by a Person organized under the laws of any political subdivision of the United States), and (z) the Borrower shall prepay the Loans, as set forth in Section 2.06(d), with any portion of such Net Cash Proceeds not expended in accordance with this Section 2.06(b) within such period. Pending the application of any such Net Cash Proceeds, the Borrower may reduce outstanding Indebtedness under the Revolving Credit Loans or invest such Net Cash Proceeds in Cash Equivalents in which the Administrative Agent, for the benefit of the Secured Parties, has a perfected first priority security interest, subject only to Permitted Collateral Liens. The provisions of this Section do not constitute a consent to the consummation of any Disposition not permitted by Section 7.05. With respect to any Asset Disposition or Recovery Event which will result in Net Cash Proceeds in excess of $25,000,000, the Borrower shall notify the Administrative Agent thereof on or prior to the date of the applicable Asset Disposition or promptly following the date that the Borrower has actual knowledge that a Recovery Event has occurred. (c) If any Indebtedness shall be issued or incurred by the Borrower or any of its Subsidiaries (excluding any Indebtedness permitted to be incurred in accordance with Section 7.03(a) through (f) and (h) through (n)), then on the next Business Day following receipt by the Borrower or the applicable Subsidiary of the Net Cash Proceeds from such issuance or incurrence, the Borrower shall prepay the Loans by an amount equal to the amount of such Net Cash Proceeds, as set forth in Section 2.06(d). The provisions of this Section do not constitute a consent to the issuance or incurrence of any Indebtedness by the Borrower or any of its Subsidiaries not otherwise permitted hereunder. (d) Each prepayment of Loans pursuant to the foregoing provisions of Section 2.06 shall be applied, first, to the prepayment of the Term Loans on a pro rata basis and second to the prepayment of the Revolving Credit Loans as provided in Section 2.06(f) below. Any prepayment of a Loan pursuant to this Section 2.06 shall be accompanied by all accrued interest thereon, together with any additional amounts required pursuant to Section 3.05. The amount of each prepayment of the Term Loans pursuant to this Section 2.06 shall be applied ratably to the then remaining installments of the Term Loans. (e) Notwithstanding any of the other provisions of clause (b) or (c) of this Section 2.06, so long as no Default under Section 8.01(a) or Section 8.01(f), or Event of Default shall have occurred and be continuing: (i) If, on any date on which a prepayment would otherwise be required to be made pursuant to clause (b) or (c) of this Section 2.06, the aggregate amount of Net Cash Proceeds required by such clause to be applied to prepay Loans on such date is less than or equal to $5,000,000, the Borrower may defer such prepayment until the first date thereafter on which the aggregate amount of Net Cash Proceeds or other amounts otherwise required under clause (b) or (c) of this Section 2.06 to be applied to prepay Loans exceeds $5,000,000. During such deferral period the Borrower may apply all or any part of such aggregate amount to prepay Revolving Credit Loans and may, subject to the fulfillment of the applicable conditions set forth in Article IV, reborrow such amounts (which amounts, to the extent originally constituting Net Cash Proceeds, shall be deemed to retain their original character as Net Cash Proceeds when so reborrowed) for application as required by this Section 2.06. Upon the occurrence of a Default under Section 8.01(a) or Section 8.01(f), or an Event of Default during any such deferral period, the Borrower shall immediately prepay the Loans in the amount of all Net Cash Proceeds received by the Borrower and other amounts, as applicable, that are required to be applied to prepay Loans under this Section 2.06 (without giving effect to the first and second sentences of this clause (e)) but which have not previously been so applied. (ii) If, on any date on which a prepayment would otherwise be required to be made pursuant to clause (b) or (c) of this Section 2.06, the Borrower may, upon prior written notice to the earlier Administrative Agent, elect to defer such all or any portion of such required prepayment until the end of an Interest Period provided that (A) any Responsible Officer all of the Administrative Borrower obtaining knowledge thereof applicable Net Cash Proceeds not previously applied to prepay the Loans shall be deposited in a blocked deposit account at Bank of America on or before the Business Day following receipt of such proceeds and (B) demand from such proceeds are applied to prepay the Administrative Agent, by payment Loans at the end of such Interest Period. The Borrower hereby grants 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, a security interest in all such cash, deposit accounts and all balances therein and all proceeds of the foregoing. During the continuance of a Default under Section 8.01(a) or Section 8.01(f), or an Event of Default during any such deferral period, the Administrative Agent may, and at the direction of the Required Banks shall, prepay the Loans in the amount of all Net Cash Proceeds and proceeds thereof on deposit in, or credited to, such deposit account. (iif) If as Prepayment of the most recent Revaluation Date Revolving Credit Facility made pursuant to this Section 2.06, first, shall be applied ratably to the L/C Borrowings and for any reason (includingthe Swing Line Loans, without limitationsecond, due shall be applied ratably to currency rate fluctuations) (A) the outstanding Revolving Credit Loans, and, third, shall be used to Cash Collateralize the remaining L/C Obligations; and the amount remaining, if any, after the prepayment in full of all L/C Borrowings, Swing Line Loans and Revolving Credit Loans outstanding at such time and the Cash Collateralization of the remaining L/C Obligations in full may be retained by the Borrower for use in the ordinary course of its business. Upon the drawing of any Letter of Credit Obligations exceed the Letter of Credit Limit or (B) the outstanding Alternative Currency Letter of Credit Obligations exceed the Alternative Currency Letter of Credit Sublimit, then the Borrowers shall, promptly upon the earlier of (x) any Responsible Officer of the Administrative Borrower obtaining knowledge thereof and (y) demand from the Administrative Agent, by payment to the Administrative Agent for the account of the applicable Issuing Banks and the Lenders, make a payment of cash collateral in an amount equal to such excess into a cash collateral account opened by the Administrative Agent, for the benefit of the applicable Issuing Banks and the Lenders. (iii) If at any time any Loan Party or any of its Subsidiaries shall receive Net that has been Cash Proceeds from (A) any insurance or condemnation award payable by reason of theft, loss, physical destruction or damage, taking or similar event with respect to any Collateral or (B) the sale (or series of sales) or other disposition of Collateral or Material TrademarksCollateralized, the Borrowers shall prepay Loans in an amount equal to one hundred percent (100%) of such Net funds held as Cash Proceeds, which Net Cash Proceeds shall promptly upon receipt thereof be deposited into a Blocked Account and payments therefrom Collateral 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; provided that such prepayment shall only be required (x) during a Cash Dominion Period or (y) if, after giving effect to any event described in this clause (ii), a Cash Dominion Period (without giving effect any further action by or notice to or from the Borrower or any Cash Dominion Grace Periodother Loan Party) would be triggeredto reimburse the applicable L/C Issuer or the Revolving Credit Lenders, as applicable.

Mandatory Prepayments. (a) (i) Except as provided If at any time the sum of (A) the aggregate principal amount of all Revolving Loans outstanding (other than Revolving Loans made for the purpose of repaying any Refunded Swing Line Loans or reimbursing the Issuing Bank for any amount drawn under any Letter of Credit, but not yet so applied or providing cash collateral pursuant to Section 2.19(h)), (B) the aggregate Letter of Credit Amount of all Letters of Credit outstanding, (C) the aggregate amount of unreimbursed drawings under all Letters of Credit and (D) the aggregate principal amount of all Swing Line Loans outstanding, exceeds the Aggregate Revolving Loan Commitment, then the Borrower shall promptly, upon the earlier of knowledge thereof or notice by the Agent, prepay the Revolving Loans and/or make a Cash Collateral Deposit with respect to Letters of Credit in Section 2.8an aggregate amount equal to such excess and (ii) prior to the Delayed Draw Term Loan Commitment Expiration Date, if at any time the aggregate principal amount of all Delayed Draw Term Loans outstanding, exceeds the Aggregate Delayed Draw Term Loan Commitment, then the Borrower shall promptly, upon the earlier of knowledge thereof or notice by the Agent, prepay the Delayed Draw Term Loans in an aggregate amount equal to such excess. (b) Within three (3) Business Days of receipt by the Borrower or any of its Subsidiaries of any Net Proceeds of an Asset Disposition aggregating more than $250,000 for any single Asset Disposition or series of related Asset Dispositions (provided that, for the purpose of this clause (b), an Asset Disposition shall include those dispositions described in clauses (h)(y), (j) and (l) of the definition of “Asset Disposition”), the Borrower shall prepay the Loans and/or make a Cash Collateral Deposit with respect to Letters of Credit in an amount equal to 100% of such Net Proceeds; provided that, so long as no Event of Default has occurred and is continuing, no prepayment shall be required with respect to an Asset Disposition to the extent that, within 180 days of such Asset Disposition such Net Proceeds are used or contractually committed to be so used (it being understood that if any portion of such proceeds are not so used within such 180 day period but within such 180 day period are contractually committed to be used, then such Net Proceeds may be used within the later of such 180 day period and 180 days from the entry into such contractual commitment), the Borrower or such Subsidiary shall apply such Net Proceeds to replace the assets disposed of with assets of the same or similar type and use as those disposed of, or to acquire other assets or property necessary or useful to the Borrower’s or any Subsidiaries’ business and which assets shall be subject to the collateral requirements set forth herein or in any other Loan Document (subject only to Liens permitted by Section 6.3). On or prior to the date such prepayment is to be made, the Borrower agrees to provide the Agent with calculations used by the Borrower in determining the amount of any such prepayment under this Section 2.4(b). (c) Within three (3) Business Days of receipt by the Borrower or any of its Subsidiaries of any Net Proceeds with respect to a Debt Offering, the Borrower shall prepay the Loans and/or make a Cash Collateral Deposit with respect to Letters of Credit in an amount equal to 100% of the Net Proceeds of such Debt Offering. On or prior to the date such prepayment is to be made, the Borrower agrees to provide the Agent with calculations used by the Borrower in determining the amount of any such prepayment under this Section 2.4(c). Nothing in this Section 2.4(c) shall be deemed to constitute a waiver to or modification of Section 6.2. (d) Within three (3) Business Days of receipt by the Borrower or any of its Subsidiaries of any Net Proceeds with respect to an Equity Offering (except for the issuance of Capital Stock of Borrower to directors, officers and employees of Borrower and its Subsidiaries pursuant to employee stock option plans (or other employee incentive plans or other compensation arrangements) approved by the board of directors or other governing body), the Borrower shall prepay the Loans and/or make a Cash Collateral Deposit with respect to Letters of Credit in an amount equal to 50% of the Net Proceeds of such Equity Offering; provided that no prepayment will be required pursuant to this Section 2.4(d) for up to $75,000,000 of Specified Equity Proceeds, in the aggregate, to the extent such proceeds are applied towards the Projects within twelve calendar months of receipt thereof. On or prior to the date such prepayment is to be made, the Borrower agrees to provide the Agent with calculations used by the Borrower in determining the amount of any such prepayment under this Section 2.4(d). Nothing in this Section 2.4(d) shall be deemed to constitute a waiver or modification of Section 7.1(j). (e) In the event that for any fiscal year of the Borrower, commencing with the fiscal year of the Borrower ending on December 31, 2020, there shall exist Excess Cash Flow with respect to such fiscal year, then (i) no later than May 30, 2021 in the case of the fiscal year of the Borrower ending December 31, 2020 and (ii) not later than 30 days after the due date of the financial statements required to be delivered to the Agent pursuant to Section 5.1(a) hereof for each fiscal year thereafter, the Borrower shall prepay the Loans and/or make a Cash Collateral Deposit with respect to Letters of Credit in an amount equal to 50.0% of such Excess Cash Flow; provided that, so long as the Total Outstandings exceed Funded Debt Ratio is less than 1.50:1.00 (based on the lesser most recent Covenant Compliance Certificate and financial statements received under Sections 5.1 and 5.2(a)), such prepayment amount shall be reduced to 0% with respect to such fiscal year; provided further that at Agent’s election, in its sole discretion, if the remaining amount of the capital expenditures projected to be made during such fiscal year exceeds the remaining amount of the Delayed Draw Term Loan Commitments at such time, then Agent may permit Borrower to reduce the amount of the mandatory prepayment that would otherwise be due and payable pursuant to this Section 2.4(e) to the extent of such excess (but not to an amount that is less than $0). On or prior to the date of any prepayment required by this Section 2.4(e), the Borrower agrees to provide the Agent with the calculations used by the Borrower in determining the amount of any such prepayment. (f) Within three (3) Business Days of receipt by the Borrower or any of its Subsidiaries of any casualty or property insurance proceeds or condemnation proceeds aggregating more than $500,000 for any single occurrence or series of related occurrences (or in any amount after the occurrence and during the continuance of an Event of Default) with respect to any damage, destruction or other loss of or to property which proceeds are not fully applied (or contractually committed) toward the repair or replacement of such damaged or condemned property by the earlier of (i) 180 days after the Borrowing Base receipt thereof and (ii) the Aggregate Commitmentoccurrence of an Event of Default, the Borrowers Borrower shall repay promptly upon prepay the earlier Loans and/or make a Cash Collateral Deposit with respect to Letters of Credit in an amount equal to the amount of such proceeds not so applied. On or prior to the date such prepayment is to be made, the Borrower agrees to provide the Agent with calculations used by the Borrower in determining the amount of any such prepayment under this Section 2.4(f). (Ag) Notwithstanding the foregoing, to the extent any Responsible Officer or all of the Administrative Net Proceeds of any Asset Disposition by a Foreign Subsidiary otherwise giving rise to a prepayment pursuant to Section 2.7(b) or Excess Cash Flow attributable to Foreign Subsidiaries, is prohibited or delayed by any applicable local Requirements of Law from being repatriated to any of Borrower obtaining knowledge or any of its Subsidiaries organized under the laws of the United States, any state thereof and or the District of Columbia, including through the repayment of intercompany Indebtedness (Beach, a “Repatriation”; with “Repatriated” having a correlative meaning) demand from (the Administrative AgentBorrower hereby agreeing to cause the applicable Foreign Subsidiary to take promptly all actions reasonably required by such Requirements of Law to permit such Repatriation), by payment or if the Borrower has determined in good faith that Repatriation of any such amount would reasonably be expected to have material adverse tax consequences (including any non-U.S. tax consequences) with respect to the Administrative Agent Borrower, its Subsidiaries or any direct or indirect parent of the Borrower, taking into account any foreign tax credit or benefit actually received in connection with such Repatriation, the portion of such Net Proceeds or Excess Cash Flow so affected (such amount, the “Excluded Prepayment Amount”), will not be required to be applied to prepay Loans at the times provided in this Section 2.7; provided, that if and to the extent any such Repatriation ceases to be prohibited or delayed by applicable local Requirements of Law at any time during the one (1) year period immediately following the date on which the applicable mandatory prepayment pursuant to Section 2.7 was required to be made and if such Repatriation would not (in the Borrower’s good faith determination) reasonably be expected to have material adverse tax consequences (including any non-U.S. tax consequences) with respect to the Borrower (the Borrower hereby agreeing to use (or cause the applicable Subsidiary to use) all commercially reasonable efforts to promptly overcome or eliminate any such prohibition or other restriction on Repatriation, passing on or other use for the account benefit of the LendersBorrower and/or use the other cash sources of the Borrower and its Restricted Subsidiaries to make the relevant repayment), its Subsidiaries, or any direct or indirect parent of the Borrower (taking into account any foreign tax credit or benefit actually received in connection with such Repatriation), the Loan Parties shall reasonably promptly Repatriate, or cause to be Repatriated, an amount equal to such excess with each portion of the Excluded Prepayment Amount, and the Loan Parties shall reasonably promptly pay such repayment applied first portion of the Excluded Prepayment Amount to the Lenders, which payment shall be applied in accordance with Section 2.7(h). For the avoidance of doubt, the non-application of any Excluded Prepayment Amount pursuant to this Section 2.7(g) shall not constitute a Default or an Event of Default; (h) Each prepayment of the Loans pursuant to Sections 2.4(b), (c), (d), (e), (f) and (g) shall be applied first, to the outstanding principal amount balance of outstanding Swingline the Delayed Draw Term Loans, second second, to the outstanding principal amount balance of the Incremental Term Loans (if any), third, to the outstanding principal balance of Swing Line Loans, fourth, to the outstanding principal balance of Revolving Loans (without any permanent reduction of the Revolving Loan Commitments) and thirdfifth, to make a Cash Collateral Deposit with respect to any outstanding 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. (ii) If as of the most recent Revaluation Date and for any reason (including, without limitation, due to currency rate fluctuations) (A) the outstanding Letter of Credit Obligations exceed the Letter of Credit Limit or (B) the outstanding Alternative Currency Letter of Credit Obligations exceed the Alternative Currency Letter of Credit Sublimit, then the Borrowers shall, promptly upon the earlier of (x) any Responsible Officer of the Administrative Borrower obtaining knowledge thereof and (y) demand from the Administrative Agent, Credit. Each prepayment under this Section 2.4 shall be accompanied by payment in full of all accrued interest, and, if applicable, accrued commitment fees thereon to and including the Administrative Agent for the account of the applicable Issuing Banks and the Lenders, make a payment of cash collateral in an amount equal to such excess into a cash collateral account opened by the Administrative Agent, for the benefit of the applicable Issuing Banks and the Lenders. (iii) If at any time any Loan Party or any of its Subsidiaries shall receive Net Cash Proceeds from (A) any insurance or condemnation award payable by reason of theft, loss, physical destruction or damage, taking or similar event with respect to any Collateral or (B) the sale (or series of sales) or other disposition of Collateral or Material Trademarks, the Borrowers shall prepay Loans in an amount equal to one hundred percent (100%) date of such Net Cash Proceedsprepayment, which Net Cash Proceeds shall promptly upon receipt thereof be deposited into a Blocked Account and payments therefrom together with any additional amounts owing pursuant to Section 2.14. Each prepayment of Delayed Draw Term Loans under this Section 2.4 shall be applied by the Administrative Agent for the account of the Lenders first to the principal amount remaining Delayed Draw Term Reduction Installments (including the final installment due on the Delayed Draw Term Loan Maturity Date), in inverse order of outstanding Swingline maturity. Each prepayment of Incremental Term Loans and second (if any) under this Section 2.4 shall be applied to the principal amount remaining amortization installments applicable to such facility, in inverse order of outstanding Revolving maturity, unless otherwise set forth in the documentation governing such Incremental Term Loans, without a corresponding reduction of the Aggregate Commitment; provided that and no such prepayment amounts shall only be required (x) during a Cash Dominion Period or (y) if, after giving effect to any event described in this clause (ii), a Cash Dominion Period (without giving effect to any Cash Dominion Grace Period) would be triggeredavailable for reborrowing.

Mandatory Prepayments. (ia) Except as provided in Section 2.8, if If at any time the Total Outstandings Tranche A Obligations exceed the lesser of the Tranche A Commitment Amount or the Borrowing Base then in effect, the Borrowers shall, within 30 days of notice from the Agent of such occurrence, (i) prepay, or make arrangements acceptable to the Tranche A Required Lenders for the prepayment of, the amount of such excess for application on the Loan Balance of the Tranche A Loans, (ii) provide additional collateral, of character and value satisfactory to the Tranche A Required Lenders in their sole discretion, to secure the Obligations by the execution and delivery to the Agent of security instruments in form and substance satisfactory to the Agent, or (iii) effect any combination of the alternatives described in clauses (i) and (ii) of this Section 2.13 (a) and acceptable to the Tranche A Required Lenders in their discretion. In the event that a mandatory prepayment is required under this Section 2.13(a) and the Tranche A Loan Balance is less than the amount required to be prepaid, the Borrowers shall repay the entire Tranche A Loan Balance together with accrued interest, and, in accordance with the provisions of the relevant Letter of Credit Applications executed by the Borrowers or otherwise to the satisfaction of the Agent, deposit with the Agent, as additional collateral securing the Obligations, an amount of cash, in immediately available funds, equal to the L/C Exposure minus the lesser of the Tranche A Commitment Amount or the Borrowing Base. The cash deposited with the Agent in satisfaction of the requirement provided in this Section 2.13 may be invested at the express direction of the Borrowers as to investment vehicle and maturity (which shall be no later than the latest expiry date of any then outstanding Letter of Credit), for the account of the Borrowers in cash or cash equivalent investments offered by or through the Agent. (b) For so long as any Tranche B Commitment is outstanding, in the event after the Closing Date the Guarantor or any Borrower (i) issues or incurs Subordinated Indebtedness or Public Debt to any Person other than an Affiliate or (ii) issues, transfers, sells, assigns, or conveys to any Person other than an Affiliate (an "Equity Sale") (y) all or any portion of the capital stock of the Guarantor or any other Borrower, or (z) any equity interest in itself or the Guarantor or any other Borrower, then, in any such event an amount equal to fifty percent (50%) of the Net Cash Proceeds from the issuance or incurrence of such Subordinated Indebtedness up to the then outstanding principal amount of the Tranche B Loans, if any, and fifty percent (50%) of the Net Cash Proceeds from the issuance, sale, assignment or conveyance of such Equity Sale up to the then outstanding principal amount of the Tranche B Loans, if any, shall be applied for reduction of the Tranche B Loans in the manner determined by the Lenders, and the Tranche B Commitments then in effect (if any) shall be irrevocably reduced pro rata to the extent of fifty percent (50%) of the Net Cash Proceeds from the issuance or incurrence of such Subordinated indebtedness or Public Debt and fifty percent (50%) of the Net Cash Proceeds from the issuance, sale, assignment or conveyance of such Equity Sale. 35 41 (c) If at any time the Tranche B Obligations exceed the lesser of (i) the Tranche B Commitment Amount or (ii) the difference between the Tranche B Borrowing Base then in effect minus the Borrowing Base then in effect, the Borrowers shall, within 30 days of notice from the Agent of such occurrence, (i) prepay, or make arrangements acceptable to the Tranche B Required Lenders for the prepayment of, the amount of such excess for application on the Tranche B Loan Balance, (ii) provide additional collateral, of character and value satisfactory to the Tranche B Required Lenders in their sole discretion, to secure the Obligations by the execution and delivery to the Agent of security instruments in form and substance satisfactory to the Agent, or (iii) effect any combination of the alternatives described in clauses (i) and (ii) of this Section 2.13(c) and acceptable to the Aggregate Tranche B Required Lenders in their discretion. If at any time, Tranche B Obligations are outstanding when Available Tranche A Commitment exists, the Borrowers shall, (i) in the case of such Tranche B Obligations which are Base Rate Tranche B Loans, to the extent of the Available Tranche A Commitment, prepay such Loans within three Business Days of the occurrence of such condition, or (ii) in the case of such Tranche B Obligations which are LIBO Rate Tranche B Loans, to the extent of the Available Tranche A Commitment, on the last day of the Interest Period to which such Loans are subject, prepay such Loans on the last day of the Interest Period to which such Loans are subject. In the event that a mandatory prepayment is required under this Section 2.13(c) and the Tranche B Loan Balance is less than the amount required to be prepaid, the Borrowers shall repay promptly upon the earlier of (A) any Responsible Officer entire Loan Balance 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 Tranche B 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. (ii) If as of the most recent Revaluation Date and for any reason (including, without limitation, due to currency rate fluctuations) (A) the outstanding Letter of Credit Obligations exceed the Letter of Credit Limit or (B) the outstanding Alternative Currency Letter of Credit Obligations exceed the Alternative Currency Letter of Credit Sublimit, then the Borrowers shall, promptly upon the earlier of (x) any Responsible Officer of the Administrative Borrower obtaining knowledge thereof and (y) demand from the Administrative Agent, by payment to the Administrative Agent for the account of the applicable Issuing Banks and the Lenders, make a payment of cash collateral in an amount equal to such excess into a cash collateral account opened by the Administrative Agent, for the benefit of the applicable Issuing Banks and the Lenders. (iii) If at any time any Loan Party or any of its Subsidiaries shall receive Net Cash Proceeds from (A) any insurance or condemnation award payable by reason of theft, loss, physical destruction or damage, taking or similar event with respect to any Collateral or (B) the sale (or series of sales) or other disposition of Collateral or Material Trademarks, the Borrowers shall prepay Loans in an amount equal to one hundred percent (100%) of such Net Cash Proceeds, which Net Cash 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; provided that such prepayment shall only be required (x) during a Cash Dominion Period or (y) if, after giving effect to any event described in this clause (ii), a Cash Dominion Period (without giving effect to any Cash Dominion Grace Period) would be triggered.