Common use of Optional and Mandatory Prepayments of Loans Clause in Contracts

Optional and Mandatory Prepayments of Loans. (a) The Borrower shall have the right at any time and from time to time to prepay any Borrowing, in whole or in part, without premium or penalty (but in any event subject to Section 2.14), upon prior written, telecopy or telephonic notice to the Administrative Agent given no later than 10:30 a.m., Philadelphia time, (i) in the case of Base Rate Loans, on the same day such prepayment is to be made, and (ii) in the case of Eurodollar Loans, three (3) Business Days before any proposed prepayment is to be made; provided, however, that each such partial prepayment shall be in the principal amount of at least (A) $500,000 or in whole multiples of $100,000 in the case of Base Rate Loans and (B) $500,000 or in whole multiples of $500,000 in excess thereof in the case of Eurodollar Loans. (b) On the date of any termination or reduction of the Revolving Credit Commitments pursuant to Section 2.9, the Borrower shall pay or prepay so much of the Revolving Credit Loans as shall be necessary in order that the aggregate Revolving Credit Exposure of the Revolving Credit Lenders will not exceed the aggregate Revolving Credit Commitments of the Revolving Credit Lenders after giving effect to such termination or reduction. (c) In the event of (i) any direct or indirect sale or other disposition of any of the assets, including lines of business, of any Subsidiary of the Parent (other than sales or dispositions referred to in subsections 6.5(a), (b) or (c)) (each, an “Asset Sale”) the sale price for which in the aggregate with all prior Asset Sales made since the date of this Agreement (but only those Asset Sales the Net Proceeds of which were not applied as a prepayment as hereinafter provided in this subsection 2.10(c)) is greater than $1,000,000, (ii) any sale or issuance of Capital Stock by the Parent (other than Capital Stock issued (x) to any seller in connection with a Permitted Acquisition or (y) pursuant to any employee equity plan of the Parent or its Subsidiaries), (iii) the incurrence of additional Indebtedness for borrowed money by the Parent or any of its Subsidiaries (other than Indebtedness incurred to a seller in connection with a Permitted Acquisition or otherwise permitted under Section 6.2 (other than Subordinated Debt under subsection (g) thereto unless such Subordinated Debt was incurred in connection with financing a Permitted Acquisition)), or (iv) any Material Recovery Event, the Borrower shall promptly prepay the outstanding Loans in an amount equal to one hundred percent (100%) of the amount of the Net Proceeds of such Asset Sale, issuance of Capital Stock, incurrence of additional Indebtedness or Material Recovery Event; provided that, the amount of any prepayment hereunder shall be rounded down to the nearest multiple of $1,000; provided, further, that no such repayment shall be required in respect of the Net Proceeds arising from (x) an Asset Sale if, and to the extent, that the Borrower or such Subsidiary has reinvested any such Net Proceeds arising from such Asset Sale in productive assets of a kind then used or useable in the business of a Subsidiary of the Parent (including Capital Expenditures) prior to the date that is one hundred eighty days (180) after the date such Asset Sale is closed or (y) a Material Recovery Event if, and to the extent that, (I) the Borrower has notified the Administrative Agent in writing within five (5) Business Days following the receipt of the proceeds of such Material Recovery Event of such Subsidiary’s intention to use such Net Proceeds for the repair, replacement or restoration of the damaged condemned property within one hundred and eighty (180) days following the receipt of such proceeds and (II) such Subsidiary does in fact reinvest such Net Proceeds arising from such Material Recovery Event for the repair, replacement or restoration of the damaged or condemned property prior to the date that is one hundred eighty days (180) after the receipt of such Net Proceeds. At the time any such Asset Sale, issuance of Capital Stock or incurrence of additional Indebtedness is completed, or promptly after any Net Proceeds are received by the Parent or a Subsidiary thereof in connection with a Material Recovery Event (and, if the Borrower has given notice of its or such Subsidiary’s, as the case may be, intention to use all or a portion of the Net Proceeds from a Material Recovery Event as provided above, one hundred and eighty (180) days after its receipt of such Net Proceeds), the Borrower shall deliver to the Administrative Agent an accounting of the Net Proceeds in sufficient detail and form acceptable to the Administrative Agent together with the amount of any prepayment or repayment required at such time. Payments made pursuant to this subsection 2.10(c) shall be applied in accordance with subsection 2.10(f) below. (d) [INTENTIONALLY OMITTED] (e) Each notice of prepayment pursuant to subsections (a) and (b) of this Section 2.10 shall specify (i) the prepayment date and (ii) the principal amount of each Borrowing to be prepaid. Each notice of prepayment shall be irrevocable and shall commit the Borrower to prepay such Borrowing (or portion thereof) by the amount stated therein. All prepayments under this Section 2.10 on other than Base Rate Borrowings shall be accompanied by accrued interest on the principal amount being prepaid to the date of prepayment and any amounts owed under Section 2.14. (f) Payments pursuant to clause (c) of this Section 2.10 shall be applied to Revolving Credit Loans until paid in full; provided that, if an Event of Default shall have occurred and be continuing, any such payments shall be applied pro rata to the Loans and the Letter of Credit Obligations (based on the principal amount of the Loans outstanding and the aggregate amount of the Letter of Credit Obligations then outstanding), with any amounts attributable to the Letter of Credit Obligations to be held by the Administrative Agent in a cash collateral account pursuant to Section 7.2 or, at the Administrative Agent’s discretion, applied to the Revolving Credit Loans then outstanding. Payments of the Revolving Credit Loans and/or in respect of the Letter of Credit Obligations shall not reduce the Revolving Credit Commitments. To the extent any prepayments are required pursuant to clause (c) of this Section 2.10 after the Loans have been paid in full, then, no such payments shall be required unless an Event of Default shall have occurred and be continuing, in which case the Borrower shall deliver to the Administrative Agent, to be held in a cash collateral account pursuant to Section 7.2, an amount equal to the difference between (i) the Letter of Credit Coverage Requirement and (ii) the amount of cash, if any, then held by the Administrative Agent in a collateral account pursuant to Section 7.2, with any remaining Net Proceeds to be applied first to any other outstanding Obligations and next to be retained by the Parent, the Borrower or its Subsidiary, as applicable. So long as no Event of Default shall have occurred and be continuing, unless otherwise requested by the Borrower, each payment shall be applied first to Base Rate Loans and next to Eurodollar Loans in the direct order of maturity of Interest Periods.

Optional and Mandatory Prepayments of Loans. (a) The Borrower shall have the right Borrowers may at any time and from time to time prepay the Loans (subject to prepay any Borrowingcompliance with the terms of Section 2.16), in whole or in part, without premium or penalty (but in any event subject to Section 2.14), upon prior written, telecopy or telephonic irrevocable notice by the Borrower Representative to the Administrative Agent given no not later than 10:30 a.m.12:00 noon, Philadelphia New York City time, two Business Days prior to the date of such prepayment (provided, that no notice shall be required in connection with the repayment of the Term A Loans and the Term C Loans), specifying (i) in the case date and amount of Base Rate Loans, on the same day such prepayment is to be madeprepayment, and (ii) the Class of Loans to be prepaid and whether the prepayment is of Eurodollar Loans, ABR Loans or a combination thereof (including in the case of Eurodollar Loans, three (3) Business Days before any proposed the Borrowing to which such prepayment is to be madeapplied and, if of a combination thereof, the amount allocable to each; providedprovided that in connection with any prepayment of Term D Loans prior to October 22, however2005 out of the proceeds of a substantially concurrent issuance or incurrence of term loans under this Agreement (excluding a refinancing of all the Loans in connection with another transaction not permitted by this Agreement (as determined prior to giving effect to any amendment or waiver of this Agreement in connection with such transaction)), shall be accompanied by a prepayment fee equal to 1.0% of the aggregate amount of such prepayment if any of the interest rates payable in respect of such term loans is less than the corresponding interest rate that would have been payable in respect of the Term D Loans. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof. If any such partial prepayment notice is given, the amount specified in such notice shall be due and payable on the date specified therein, together with accrued interest to such date on the amount prepaid. Partial prepayments of Loans (other than Swingline Loans) shall be in the a minimum principal amount of at least $3.0 million or a whole multiple of $1.0 million in excess thereof (A) or, if Table of Contents less, the remaining outstanding principal amount thereof). Partial prepayments of Swingline Loans shall be in a minimum principal amount of $500,000 or in a whole multiples multiple of $100,000 in the case of Base Rate Loans and (B) $500,000 or in whole multiples of $500,000 in excess thereof in (or, if less, the case of Eurodollar Loansremaining outstanding principal amount thereof). (b) On In the date of any termination or reduction of event and on such occasion that the Aggregate Revolving Credit Commitments Exposure exceeds the Total Revolving Credit Commitment, the Borrowers shall be obligated to immediately prepay Revolving Credit Borrowings or Swingline Borrowings (or, if no such Borrowings are outstanding, deposit cash collateral in the account established with the Administrative Agent pursuant to Section 2.9, 2.06(j)) to the Borrower shall pay or prepay so much extent of the Revolving Credit Loans as shall be necessary in order that the aggregate Revolving Credit Exposure of the Revolving Credit Lenders will not exceed the aggregate Revolving Credit Commitments of the Revolving Credit Lenders after giving effect to such termination or reductionexcess. (c) In the event of (i) If Holdings or any direct Subsidiary shall incur or indirect sale or other disposition permit the incurrence of any of the assetsIndebtedness (including pursuant to debt securities which are convertible into, including lines of businessor exchangeable or exercisable for, of any Subsidiary of the Parent Equity Interest or Equity Rights) (other than sales or dispositions referred to in subsections 6.5(a), (b) or (c)Excluded Debt Issuances) (each, an a “Asset SaleDebt Incurrence”) the sale price for which in the aggregate with all prior Asset Sales made since the date ), 100% of this Agreement (but only those Asset Sales the Net Proceeds thereof shall be applied immediately after receipt thereof toward the prepayment of which were not applied as a prepayment as hereinafter provided Loans in this subsection 2.10(c)accordance with Section 2.05(d) is greater than $1,000,000, below. (ii) any sale or issuance of Capital Stock by the Parent (other than Capital Stock issued (x) to any seller in connection with a Permitted Acquisition or (y) pursuant to any employee equity plan of the Parent or its Subsidiaries), (iii) the incurrence of additional Indebtedness for borrowed money by the Parent If Holdings or any of its Subsidiaries (other than Indebtedness incurred to a seller in connection with a Permitted Acquisition or otherwise permitted under Section 6.2 (other than Subordinated Debt under subsection (g) thereto unless such Subordinated Debt was incurred in connection with financing a Permitted Acquisition))shall receive Net Proceeds from any Asset Sale, or (iv) any Material Recovery Event, the Borrower shall promptly prepay the outstanding Loans in an amount equal to one hundred percent 100% of such Net Proceeds shall be applied immediately after receipt thereof toward the prepayment of Loans in accordance with Section 2.05(d) below; provided that (100%x) of the amount of the Net Proceeds from Asset Sales permitted by Section 6.05 shall not be required to be applied as provided herein on such date if and to the extent that (1) no Default exists on the date of such Asset Sale, issuance Sale or would arise as a result of Capital Stock, incurrence such Asset Sale and (2) the Borrower Representative deliver an officers’ certificate to the Administrative Agent on or prior to the date of additional Indebtedness or Material Recovery Event; provided that, the amount of any prepayment hereunder such Asset Sale stating that such Net Proceeds shall be rounded down reinvested in capital assets of the Borrowers or any of their Subsidiaries in each case within 270 days following the date of such Asset Sale (which certificate shall set forth the estimates of the proceeds to be so expended), (y) all such Net Proceeds shall be held in the Collateral Account and released therefrom only in accordance with the terms of the Security Agreement, and (z) if all or any portion of such Net Proceeds not so applied as provided herein is not allocated to reinvestment in respect of a project that shall have been commenced, and for which binding contractual commitments have been entered into, prior to the nearest multiple end of $1,000such 270-day period, such remaining portion shall be applied on the last day of such period (or if any Net Proceeds allocated to such an investment on such 270th day shall cease to be so allocated or any such contractual commitment shall cease to be in effect and contractually committed, such remaining portion shall be applied on the date it ceases to be so allocated and contractually committed) as specified in this subsection (c)(ii); provided, further, that no if the Property subject to such repayment shall be required in respect of Asset Sale constituted Collateral under the Security Documents, then any capital assets purchased with the Net Proceeds arising from (x) an Asset Sale if, and thereof pursuant to the extent, that the Borrower this subsection shall be mortgaged or such Subsidiary has reinvested any such Net Proceeds arising from such Asset Sale in productive assets of a kind then used or useable in the business of a Subsidiary of the Parent (including Capital Expenditures) prior to the date that is one hundred eighty days (180) after the date such Asset Sale is closed or (y) a Material Recovery Event if, and to the extent that, (I) the Borrower has notified the Administrative Agent in writing within five (5) Business Days following the receipt of the proceeds of such Material Recovery Event of such Subsidiary’s intention to use such Net Proceeds for the repair, replacement or restoration of the damaged condemned property within one hundred and eighty (180) days following the receipt of such proceeds and (II) such Subsidiary does in fact reinvest such Net Proceeds arising from such Material Recovery Event for the repair, replacement or restoration of the damaged or condemned property prior to the date that is one hundred eighty days (180) after the receipt of such Net Proceeds. At the time any such Asset Sale, issuance of Capital Stock or incurrence of additional Indebtedness is completed, or promptly after any Net Proceeds are received by the Parent or a Subsidiary thereof in connection with a Material Recovery Event (and, if the Borrower has given notice of its or such Subsidiary’spledged, as the case may be, intention to use all the Collateral Agent, for its benefit and for the benefit of the other Secured Parties in accordance with Section 5.11. (iii) If Holdings or a portion any of its Subsidiaries shall receive proceeds from insurance or condemnation recoveries in respect of any Destruction or any proceeds or awards in respect of any Taking, an amount equal to 100% of the Net Proceeds thereof shall be applied immediately after receipt thereof toward the prepayment of Loans in accordance with Section 2.05(d) below; provided that, if such Net Proceeds are from a Material Recovery Event Taking or Destruction of Property of ICTC, such prepayments may be deferred until such time as provided aboveICTC would be permitted at such time to make a distribution of such amount; provided, one hundred and eighty further, that (180x) so long as no Default then exists or would arise therefrom, such Net Proceeds shall not be required to be so applied to the extent that the Borrower Representative delivers an officers’ certificate to the Administrative Agent promptly following the receipt of such Net Proceeds stating that such proceeds shall be used to (1) repair, replace or restore any Property in respect of which such Net Proceeds were paid or (2) fund the substitution of other Property used or usable in the business of the Borrowers or their Subsidiaries, in each case within 270 days after its following the date of the receipt of such Net Proceeds, (y) all such Net Proceeds shall be held in the Collateral Account and released therefrom only in accordance with Table of Contents the terms of the Security Agreement, and (z) if all or any portion of such Net Proceeds has not been allocated to reinvestment in respect of a project that shall have been commenced, and for which binding contractual commitments have been entered into, prior to the end of such 270-day period, such remaining portion shall be applied on the last day of such period (or if any Net Proceeds allocated and contractually committed to such an investment on such 270th day shall cease to be so allocated and contractually committed, such remaining portion shall be applied on the date it ceases to be so allocated and contractually committed), such remaining portion shall be applied on the Borrower shall deliver last day of such period to prepay Loans pursuant to Section 2.05(d); provided, further, if the Administrative Agent an accounting of Property subject to such Destruction or Taking constituted Collateral under the Security Documents, then any replacement or substitution Property purchased with the Net Proceeds in sufficient detail and form acceptable to the Administrative Agent together with the amount of any prepayment or repayment required at such time. Payments made thereof pursuant to this subsection 2.10(c) shall be applied mortgaged or pledged, as the case may be, to the Collateral Agent, for its benefit and for the benefit of the other Secured Parties in accordance with subsection 2.10(fSection 5.11. (iv) belowWithin 10 days of making any Excess Subject Payment, the Borrowers shall apply an amount equal to 100% of such Excess Subject Payment towards prepayment of Loans pursuant to Section 2.05(d); provided that such 100% shall be reduced to (x) 50% if as of the date of delivery of the most recent financial statements pursuant to Section 5.01(a) or (b) the Total Net Leverage Ratio was greater than or equal to 3.0:1.0 and less than 3.5:1.0 and (y) 0% if as of the date of delivery of the most recent financial statements pursuant to Section 5.01(a) or (b) the Total Net Leverage Ratio was less than 3.0:1.0. (v) Within 60 days after the end of each Fiscal Quarter of Holdings ending during any Dividend Suspension Period, the Borrowers shall prepay Loans pursuant to Section 2.05(d) in an aggregate amount equal to 50% of any increase in Available Cash during such Fiscal Quarter. The Borrower Representative shall give the Administrative Agent at least five (5) Business Days’ notice of any prepayment pursuant to this Section 2.05(c). (d) [INTENTIONALLY OMITTED]Any prepayment of Loans pursuant to this Section 2.05 shall be applied, first, to any ABR Term Loans then outstanding and the balance of such prepayment, if any, to the Eurodollar Term Loans then outstanding. (e) Each notice of prepayment If on any day on which Loans would otherwise be required to be prepaid pursuant to subsections (a) and (b) this Section 2.05, but for the operation of this Section 2.10 shall specify 2.05(e) (each, a “Prepayment Date”), the amount of such required prepayment exceeds the then outstanding aggregate principal amount of ABR Loans which are of the Type required to be prepaid, and no Default exists or is continuing, then on such Prepayment Date, (i) the prepayment date Borrowers shall deposit funds into the Collateral Account in an amount equal to such excess, and only the outstanding ABR Loans which are of the Type required to be prepaid shall be required to be prepaid on such Prepayment Date, and (ii) on the principal amount last day of each Borrowing Interest Period after such Prepayment Date in effect with respect to a Eurodollar Loan which is of the Type required to be prepaid. Each notice of prepayment shall be irrevocable , the Administrative Agent is irrevocably authorized and shall commit directed by each Borrower to apply funds from the Borrower Collateral Account (and liquidate investments held in the Collateral Account as necessary) to prepay such Borrowing (or portion thereof) by Eurodollar Loans for which the amount stated therein. All prepayments under this Section 2.10 on other than Base Rate Borrowings shall be accompanied by accrued interest on the principal amount being prepaid Interest Period is then ending to the date of prepayment and any amounts owed under Section 2.14. (f) Payments pursuant to clause (c) of this Section 2.10 shall be applied to Revolving Credit Loans until paid in full; provided that, if an Event of Default shall have occurred and be continuing, any such payments shall be applied pro rata to the Loans and the Letter of Credit Obligations (based on the principal amount of the Loans outstanding and the aggregate amount of the Letter of Credit Obligations then outstanding), with any amounts attributable to the Letter of Credit Obligations to be held by the Administrative Agent in a cash collateral account pursuant to Section 7.2 or, at the Administrative Agent’s discretion, applied to the Revolving Credit Loans then outstanding. Payments of the Revolving Credit Loans and/or in respect of the Letter of Credit Obligations shall not reduce the Revolving Credit Commitments. To the extent any prepayments funds are required pursuant to clause (c) of this Section 2.10 after the Loans have been paid in full, then, no such payments shall be required unless an Event of Default shall have occurred and be continuing, in which case the Borrower shall deliver to the Administrative Agent, to be held in a cash collateral account pursuant to Section 7.2, an amount equal to the difference between (i) the Letter of Credit Coverage Requirement and (ii) the amount of cash, if any, then held by the Administrative Agent in a collateral account pursuant to Section 7.2, with any remaining Net Proceeds to be applied first to any other outstanding Obligations and next to be retained by the Parent, the Borrower or its Subsidiary, as applicable. So long as no Event of Default shall have occurred and be continuing, unless otherwise requested by the Borrower, each payment shall be applied first to Base Rate Loans and next to Eurodollar Loans available in the direct order of maturity of Interest PeriodsCollateral Account.

Optional and Mandatory Prepayments of Loans. (a) The Borrower shall have the right at any time and from time to time to prepay any Borrowing, in whole or in part, without premium or penalty (but in any event subject to Section 2.14), upon prior written, telecopy or telephonic notice to the Administrative Agent given no later than 10:30 11:00 a.m., Philadelphia time, (i) in the case of Base Rate Loans, on the same day such prepayment is to be made, and (ii) in the case of Eurodollar Loans, three (3) Business Days before any proposed prepayment is to be made; provided, however, that each such partial prepayment shall be in the principal amount of at least (A) $500,000 100,000 or in whole multiples of $100,000 in the case of Base Rate Loans and (B) $500,000 or in whole multiples of $500,000 in excess thereof in the case of Eurodollar Loans. (b) On the date of any termination or reduction of the Revolving Credit Commitments pursuant to Section 2.9, the Borrower shall pay or prepay so much of the Revolving Credit Loans as shall be necessary in order that the aggregate Revolving Credit Exposure of the Revolving Credit Lenders will not exceed the aggregate Revolving Credit Commitments of the Revolving Credit Lenders after giving effect to such termination or reduction. (c) In the event of (i) any direct or indirect sale or other disposition of any of the assets, including lines of business, of the Borrower or any Subsidiary of the Parent (other than sales or dispositions referred to in subsections 6.5(a), (b) or (c)) (each, an “Asset Sale”) the sale price for which in the aggregate with all prior Asset Sales made since the date of this Agreement (but only those Asset Sales the Net Proceeds of which were not applied as a prepayment as hereinafter provided in this subsection 2.10(c)) is greater than $1,000,000, 500,000 or (ii) any sale or issuance of Capital Stock by the Parent (other than Capital Stock issued (x) to any seller in connection with a Permitted Acquisition or (y) pursuant to any employee equity plan of the Parent or its Subsidiaries), (iii) the incurrence of additional Indebtedness for borrowed money by the Parent Borrower or any of its Subsidiaries (other than Indebtedness incurred to a seller in connection with a Permitted Acquisition or otherwise permitted under Section 6.2 (other than Subordinated Debt under subsection (gf) thereto unless such Subordinated Debt was incurred in connection with financing a Permitted Acquisition)), or (iv) any Material Recovery Event, the Borrower shall promptly prepay the outstanding Loans in an amount equal to one hundred percent (100%) of the amount of the Net Proceeds of such Asset Sale, issuance of Capital Stock, Sale or incurrence of additional Indebtedness or Material Recovery EventIndebtedness; provided that, the amount of any prepayment hereunder shall be rounded down to the nearest multiple of $1,000; provided, further, that no such repayment shall be required in respect of the Net Proceeds arising from (x) an Asset Sale if, and to the extent, that the Borrower or such Subsidiary has reinvested any such Net Proceeds arising from such Asset Sale in productive assets of a kind then used or useable in the business of a Subsidiary of the Parent Borrower and its Subsidiaries (including Capital Expenditures) prior to the date that is one hundred eighty days (180) after the date such Asset Sale is closed or (y) a Material Recovery Event if, and to the extent that, (I) the Borrower has notified the Administrative Agent in writing within five (5) Business Days following the receipt of the proceeds of such Material Recovery Event of such Subsidiary’s intention to use such Net Proceeds for the repair, replacement or restoration of the damaged condemned property within one hundred and eighty (180) days following the receipt of such proceeds and (II) such Subsidiary does in fact reinvest such Net Proceeds arising from such Material Recovery Event for the repair, replacement or restoration of the damaged or condemned property prior to the date that is one hundred eighty days (180) after the receipt of such Net Proceedsclosed. At the time any such Asset Sale, issuance of Capital Stock Sale or incurrence of additional Indebtedness is completed, or promptly after any Net Proceeds are received by the Parent or a Subsidiary thereof in connection with a Material Recovery Event (and, if the Borrower has given notice of its or such Subsidiary’s, as the case may be, intention to use all or a portion of the Net Proceeds from a Material Recovery Event as provided above, one hundred and eighty (180) days after its receipt of such Net Proceeds), the Borrower shall deliver to the Administrative Agent an accounting of the Net Proceeds in sufficient detail and form acceptable to the Administrative Agent together with the amount of any prepayment or repayment required at such time. Payments made pursuant to this subsection 2.10(c) shall be applied in accordance with subsection 2.10(f2.10(e) below. (d) [INTENTIONALLY OMITTED] (e) Each notice of prepayment pursuant to subsections (a) and (b) of this Section 2.10 shall specify (i) the prepayment date and date, (ii) the principal amount of each Borrowing to be prepaidprepaid and (iii) in the case of prepayments pursuant to subsection (a), to which Facility the prepayment is to be applied. Each notice of prepayment shall be irrevocable and shall commit the Borrower to prepay such Borrowing (or portion thereof) by the amount stated therein. Each prepayment under the Term Loan Facility pursuant to subsections (a) and (b) of this Section 2.10 shall be applied to the Term Loans in the inverse order of maturity. All prepayments under this Section 2.10 on other than Base Rate Borrowings shall be accompanied by accrued interest on the principal amount being prepaid to the date of prepayment and any amounts owed under Section 2.14. (fe) Payments pursuant to clause (c) of this Section 2.10 shall be applied first to the Term Loans in the inverse order of maturity until paid in full and second to Revolving Credit Loans until paid in full; provided that, if an Event of Default shall have occurred and be continuing, any such payments shall be applied pro rata to the Loans and the Letter of Credit Obligations (based on the principal amount of the Loans outstanding and the aggregate amount of the Letter of Credit Obligations then outstanding), with any amounts attributable to the Letter of Credit Obligations to be held by the Administrative Agent in a cash collateral account pursuant to Section 7.2 or, at the Administrative Agent’s discretion, applied to the Revolving Credit Loans then outstanding. Payments of the Revolving Credit Loans and/or in respect of the Letter of Credit Obligations shall not reduce the Revolving Credit Commitments. To the extent any prepayments are required pursuant to clause (c) of this Section 2.10 after the Loans have been paid in fullfull but Letters of Credit remain outstanding, then, no such payments shall be required unless an Event of Default shall have occurred and be continuing, in which case the Borrower shall deliver to the Administrative Agent, to be held in a cash collateral account pursuant to Section 7.2, an amount equal to the difference between (i) the Letter of Credit Coverage Requirement and (ii) the amount of cash, if any, then held by the Administrative Agent in a collateral account pursuant to Section 7.2, with any remaining Net Proceeds to be applied first to any other outstanding Obligations and next to be retained by the Parent, the Borrower or its Subsidiary, as applicable. So long as no Event of Default shall have occurred and be continuing, unless otherwise requested by the Borrower, each payment shall be applied first to Base Rate Loans and next to Eurodollar Loans in the direct order of maturity of Interest Periods.and

Optional and Mandatory Prepayments of Loans. (a) The Borrower shall have the right at any time and from time to time to prepay any Borrowing, in whole or in part, without premium or penalty (but in any event subject to Section 2.14), upon prior written, telecopy or telephonic notice to the Administrative Agent given no later than 10:30 a.m., Philadelphia time, (i) in the case of Base Rate Loans, on the same day such prepayment is to be made, and (ii) in the case of Eurodollar Loans, three (3) Business Days before any proposed prepayment is to be made; provided, however, that each such partial prepayment shall be in the principal amount of at least (A) $500,000 or in whole multiples of $100,000 in the case of Base Rate Loans and (B) $500,000 or in whole multiples of $500,000 in excess thereof in the case of Eurodollar Loans. (b) On the date of any termination or reduction of the Revolving Credit Commitments pursuant to Section 2.9, the Borrower shall pay or prepay so much of the Revolving Credit Loans as shall be necessary in order that the aggregate Revolving Credit Exposure of the Revolving Credit Lenders will not exceed the aggregate Revolving Credit Commitments of the Revolving Credit Lenders after giving effect to such termination or reduction. (c) In the event of (i) any direct or indirect sale or other disposition of any of the assets, including lines of business, of the Borrower or any Subsidiary of the Parent (other than sales or dispositions referred to in subsections 6.5(a), (b) or (c)) (each, an “Asset Sale”) the sale price for which in the aggregate with all prior Asset Sales made since the date of this Agreement (but only those Asset Sales the Net Proceeds of which were not applied as a prepayment as hereinafter provided in this subsection 2.10(c)) is greater than $1,000,000, (ii) any sale or issuance of Capital Stock by the Parent (other than Capital Stock issued (x) to any seller in connection with a Permitted Acquisition or (y) pursuant to any employee equity plan of the Parent Parent, the Borrower or its their Subsidiaries), (iii) the incurrence of additional Indebtedness for borrowed money by the Parent Parent, the Borrower or any of its their Subsidiaries (other than Indebtedness incurred to a seller in connection with a Permitted Acquisition or otherwise permitted under Section 6.2 (other than Subordinated Debt under subsection (g) thereto unless such Subordinated Debt was incurred in connection with financing a Permitted Acquisition)), (iv) a BrassRing Escrow Event or (ivv) any Material Recovery Event, the Borrower shall promptly prepay the outstanding Loans in an amount equal to one hundred percent (100%) of the amount of the Net Proceeds of such Asset Sale, issuance of Capital Stock, incurrence of additional Indebtedness Indebtedness, BrassRing Escrow Event or Material Recovery Event; provided that, the amount of any prepayment hereunder shall be rounded down to the nearest multiple of $1,000; provided, further, that no such repayment shall be required in respect of the Net Proceeds arising from (x) an Asset Sale if, and to the extent, that the Borrower or such Subsidiary has reinvested any such Net Proceeds arising from such Asset Sale in productive assets of a kind then used or useable in the business of a Subsidiary of the Parent Borrower and its Subsidiaries (including Capital Expenditures) prior to the date that is one hundred eighty days (180) after the date such Asset Sale is closed or (y) a Material Recovery Event if, and to the extent that, (I) the Borrower has notified the Administrative Agent in writing within five (5) Business Days following the receipt of the proceeds of such Material Recovery Event of such the Borrower’s or its Subsidiary’s intention to use such Net Proceeds for the repair, replacement or restoration of the damaged condemned property within one hundred and eighty (180) days following the receipt of such proceeds and (II) the Borrower or such Subsidiary does in fact reinvest such Net Proceeds arising from such Material Recovery Event for the repair, replacement or restoration of the damaged or condemned property prior to the date that is one hundred eighty days (180) after the receipt of such Net Proceeds. At the time any such Asset Sale, issuance of Capital Stock or incurrence of additional Indebtedness is completed, or promptly after any Net Proceeds are received by the Parent or a Subsidiary thereof in connection with a BrassRing Escrow Event or a Material Recovery Event (and, if the Borrower has given notice of its or such Subsidiary’s, as the case may be, intention to use all or a portion of the Net Proceeds from a Material Recovery Event as provided above, one hundred and eighty (180) days after its receipt of such Net Proceeds), the Borrower shall deliver to the Administrative Agent an accounting of the Net Proceeds in sufficient detail and form acceptable to the Administrative Agent together with the amount of any prepayment or repayment required at such time. Payments made pursuant to this subsection 2.10(c) shall be applied in accordance with subsection 2.10(f) below. (d) [INTENTIONALLY OMITTED]Commencing with the fiscal year ending December 31, 2007, the Borrower shall, within two (2) Business Days after the delivery of the Parent’s financial statements for such fiscal year required pursuant to Section 5.1(a), prepay the outstanding Loans in an amount equal to fifty percent (50%) of the amount of the Excess Cash Flow for such fiscal year. Payments pursuant to this subsection 2.10(d) shall be applied in accordance with subsection 2.10(f) below. (e) Each notice of prepayment pursuant to subsections (a) and (b) of this Section 2.10 shall specify (i) the prepayment date and date, (ii) the principal amount of each Borrowing to be prepaidprepaid and (iii) in the case of prepayments pursuant to subsection (a), to which Facility the prepayment is to be applied. Each notice of prepayment shall be irrevocable and shall commit the Borrower to prepay such Borrowing (or portion thereof) by the amount stated therein. Each prepayment under the Term Loan Facility pursuant to subsections (a) and (b) of this Section 2.10 shall be applied to the Term Loans in the inverse order of maturity. All prepayments under this Section 2.10 on other than Base Rate Borrowings shall be accompanied by accrued interest on the principal amount being prepaid to the date of prepayment and any amounts owed under Section 2.14. (f) Payments pursuant to clause clauses (c) and (d) of this Section 2.10 shall be applied first to the Term Loans in the inverse order of maturity until paid in full and second to Revolving Credit Loans until paid in full; provided that, if an Event of Default shall have occurred and be continuing, any such payments shall be applied pro rata to the Loans and the Letter of Credit Obligations (based on the principal amount of the Loans outstanding and the aggregate amount of the Letter of Credit Obligations then outstanding), with any amounts attributable to the Letter of Credit Obligations to be held by the Administrative Agent in a cash collateral account pursuant to Section 7.2 or, at the Administrative Agent’s discretion, applied to the Revolving Credit Loans then outstanding. Payments of the Revolving Credit Loans and/or in respect of the Letter of Credit Obligations shall not reduce the Revolving Credit Commitments. To the extent any prepayments are required pursuant to clause clauses (c) or (d) of this Section 2.10 after the Loans have been paid in full, then, no such payments shall be required unless an Event of Default shall have occurred and be continuing, in which case the Borrower shall deliver to the Administrative Agent, to be held in a cash collateral account pursuant to Section 7.2, an amount equal to the difference between (i) the Letter of Credit Coverage Requirement and (ii) the amount of cash, if any, then held by the Administrative Agent in a collateral account pursuant to Section 7.2, with any remaining Net Proceeds to be applied first to any other outstanding Obligations and next to be retained by the Parent, the Borrower or its Subsidiary, as applicable. So long as no Event of Default shall have occurred and be continuing, unless otherwise requested by the Borrower, each payment payment, to the extent consistent with its application to the appropriate Facility, shall be applied first to Base Rate Loans and next to Eurodollar Loans in the direct order of maturity of Interest Periods.

Optional and Mandatory Prepayments of Loans. (a) The Borrower shall have the right at any time and from time to time to prepay any Borrowing, in whole or in part, without premium or penalty (but in any event subject to Section 2.142.15), upon prior written, telecopy or telephonic notice to the Administrative Agent given no later than 10:30 a.m., Philadelphia time, (i) in the case of Base Rate Loans, on the same day such prepayment is to be made, and (ii) in the case of Eurodollar Loans, three (3) Business Days before any proposed prepayment is to be made; provided, however, that each such partial prepayment shall be in the principal amount of at least (A) $500,000 1,000,000 or in whole multiples of $100,000 500,000 in excess thereof in the case of Base Rate Loans and (B) $500,000 1,000,000 or in whole multiples of $500,000 in excess thereof in the case of Eurodollar Loans. (b) On the date of any termination or reduction of the Revolving Credit Commitments pursuant to Section 2.92.10, the Borrower shall pay or prepay so much of the Revolving Credit Loans and Swing Line Loans as shall be necessary in order that (i) the aggregate Revolving Credit Exposure of the Revolving Credit Lenders will not exceed the aggregate Revolving Credit Commitments of the Revolving Credit Lenders after giving effect to such termination or reduction and (ii) the Revolving Credit Exposure of any Revolving Credit Lender will not exceed the Revolving Credit Commitment of such Revolving Credit Lender after giving effect to such termination of reduction. (c) In the event of (i) any direct or indirect sale or other disposition of any of the assets, including lines of business, of the Borrower or any Subsidiary of the Parent (other than sales or dispositions referred to in subsections 6.5(a), (b) or (c)) (each, an “Asset Sale”) the sale price for which in the aggregate with all prior Asset Sales made since the date of this Agreement (but only those Asset Sales the Net Proceeds of which were not applied as a prepayment as hereinafter provided in this subsection 2.10(c2.11(c)) is greater than $1,000,000, (ii) any sale or issuance of Capital Stock by the Parent (other than Capital Stock issued (x) to any seller in connection with a Permitted Acquisition or (y) pursuant to any employee equity plan of the Parent Parent, the Borrower or its their Subsidiaries), (iii) the incurrence of additional Indebtedness for borrowed money by the Parent Parent, the Borrower or any of its their Subsidiaries (other than Indebtedness incurred to a seller in connection with a Permitted Acquisition or otherwise permitted under Section 6.2 (other than Subordinated Debt under subsection (g) thereto unless such Subordinated Debt was incurred in connection with financing a Permitted Acquisition)), or (iv) any Material Recovery Event, the Borrower shall promptly prepay the outstanding Loans in an amount equal to one hundred percent (100%) of the amount of the Net Proceeds of such Asset Sale, issuance of Capital Stock, incurrence of additional Indebtedness or Material Recovery Event; provided that, the amount of any prepayment hereunder shall be rounded down to the nearest multiple of $1,000; provided, further, that no such repayment shall be required in respect of the Net Proceeds arising from (x) an Asset Sale if, and to the extent, that the Borrower or such Subsidiary has reinvested any such Net Proceeds arising from such Asset Sale in productive assets of a kind then used or useable in the business of a Subsidiary of the Parent Borrower and its Subsidiaries (including Capital Expenditures) prior to the date that is one hundred eighty days (180) after the date such Asset Sale is closed or (y) a Material Recovery Event if, and to the extent that, (I) the Borrower has notified the Administrative Agent in writing within five (5) Business Days following the receipt of the proceeds of such Material Recovery Event of such the Borrower’s or its Subsidiary’s intention to use such Net Proceeds for the repair, replacement or restoration of the damaged condemned property within one hundred and eighty (180) days following the receipt of such proceeds and (II) the Borrower or such Subsidiary does in fact reinvest such Net Proceeds arising from such Material Recovery Event for the repair, replacement or restoration of the damaged or condemned property prior to the date that is one hundred eighty days (180) after the receipt of such Net Proceeds. At the time any such Asset Sale, issuance of Capital Stock or incurrence of additional Indebtedness is completed, or promptly after any Net Proceeds are received by the Parent or a Subsidiary thereof in connection with a Material Recovery Event (and, if the Borrower has given notice of its or such Subsidiary’s, as the case may be, intention to use all or a portion of the Net Proceeds from a Material Recovery Event as provided above, one hundred and eighty (180) days after its receipt of such Net Proceeds), the Borrower shall deliver to the Administrative Agent an accounting of the Net Proceeds in sufficient detail and form acceptable to the Administrative Agent together with the amount of any prepayment or repayment required at such time. Payments made pursuant to this subsection 2.10(c2.11(c) shall be applied in accordance with subsection 2.10(f2.11(f) below. (d) [INTENTIONALLY OMITTED]Commencing with the fiscal year ending December 31, 2011, the Borrower shall, within two (2) Business Days after the delivery of the Parent’s financial statements for such fiscal year required pursuant to Section 5.1(a), prepay the outstanding Loans in an amount equal to fifty percent (50%) of the amount of the Excess Cash Flow for such fiscal year less the aggregate principal amount of any voluntary prepayments of the Term Loans made by the Borrower during such fiscal year. Payments pursuant to this subsection 2.11(d) shall be applied in accordance with subsection 2.11(f) below. (e) Each notice of prepayment pursuant to subsections (a) and (b) of this Section 2.10 2.11 shall specify (i) the prepayment date and date, (ii) the principal amount of each Borrowing to be prepaidprepaid and (iii) in the case of prepayments pursuant to subsection (a), to which Facility the prepayment is to be applied. Each notice of prepayment shall be irrevocable and shall commit the Borrower to prepay such Borrowing (or portion thereof) by the amount stated therein. Each prepayment under the Term Loan Facility pursuant to subsections (a) and (b) of this Section 2.11 shall be applied to the Term Loans in the inverse order of maturity. All prepayments under this Section 2.10 on other than Base Rate Borrowings 2.11 of Revolving Credit Loans that are Eurodollar Loans and all prepayments of Term Loans shall be accompanied by accrued interest on the principal amount being prepaid to the date of prepayment and any amounts owed under Section 2.142.15. (f) Payments pursuant to clause clauses (c) and (d) of this Section 2.10 2.11 shall be applied first to the Term Loans in the inverse order of maturity until paid in full second to the Swing Line Loans until paid in full and third to the Revolving Credit Loans until paid in full; provided that, if an Event of Default shall have occurred and be continuing, any such payments shall be applied pro rata to the Loans and the Letter of Credit Obligations (based on the principal amount of the Loans outstanding and the aggregate amount of the Letter of Credit Obligations then outstanding), with any amounts attributable to the Letter of Credit Obligations to be held by the Administrative Agent in a cash collateral account pursuant to Section 7.2 or, at the Administrative Agent’s discretiondiscretion and with the consent of the Issuing Bank, applied to (i) the Revolving Credit Loans then outstanding and (ii) if the Revolving Credit Loans have been paid in full, to the Term Loans then outstanding. Payments of the Swing Line Loans or the Revolving Credit Loans and/or in respect of the Letter of Credit Obligations shall not reduce the Swing Line Sublimit or the Revolving Credit Commitments. To the extent any prepayments are required pursuant to clause clauses (c) or (d) of this Section 2.10 2.11 after the Loans have been paid in full, then, no such payments shall be required unless an Event of Default shall have occurred and be continuing, in which case the Borrower shall deliver to the Administrative Agent, to be held in a cash collateral account pursuant to Section 7.2, an amount equal to the difference between (i) the Letter of Credit Coverage Requirement and (ii) the amount of cash, if any, then held by the Administrative Agent in a collateral account pursuant to Section 7.2, with any remaining Net Proceeds to be applied first to any other outstanding Obligations and next to be retained by the Parent, the Borrower or its Subsidiary, as applicable. So long as no Event of Default shall have occurred and be continuing, unless otherwise requested by the Borrower, each payment payment, to the extent consistent with its application to the appropriate Facility, shall be applied first to Base Rate Loans and next to Eurodollar Loans in the direct order of maturity of Interest Periods.