Common use of Optional and Mandatory Prepayments Clause in Contracts

Optional and Mandatory Prepayments. (a) Each Borrower may prepay the Loans made to it, in whole or in part, without premium or penalty, upon at least one Business Day’s notice to the Administrative Agent, specifying the date and amount of prepayment. Upon receipt of any such notice the Administrative Agent shall promptly notify each Lender thereof. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein. Partial prepayments shall be in an aggregate principal amount of at least $100,000. (b) If, at any time and from time to time, either (i) (x) for each Borrower other than Designated Borrowers, the Asset Coverage Ratio for such Borrower shall be less than 300%, or (y) for each Designated Borrower, the Asset Coverage Ratio shall be less than the Designated Borrower Asset Coverage Ratio Percentage for such Designated Borrower, or (ii) the aggregate amount of all borrowings of a Borrower (including without limitation the Loans made to a Borrower) then outstanding exceeds the borrowing limits provided in such Borrower’s Prospectus; then in each case within three Business Days thereafter such Borrower shall repay Loans made to such Borrower to the extent necessary to ensure that (x) the Asset Coverage Ratio of all borrowings of such Borrower after such payments is in compliance with applicable covenants concerning minimum Asset Coverage Ratios set forth in this Agreement and (y) the aggregate amount of all borrowings made to such Borrower then outstanding does not after such payments exceed such limits, as the case may be.

Optional and Mandatory Prepayments. (a) Each The Borrower may may, at any time and from time to time, prepay the Loans made to itLoans, in whole or in part, without premium or penalty, except as set forth in Section 2.6(c), upon at least three Working Days’ irrevocable notice (in the case of Eurodollar Loans) and one Business Day’s irrevocable notice (in the case of ABR Loans), in each case to the Administrative Agent, specifying the date and amount of prepayment, and whether the prepayment is of Eurodollar Loans, ABR Loans or a combination thereof, and, if a combination thereof, the amount allocable to each. Upon receipt of any such notice the The Administrative Agent shall promptly notify each Lender thereofof such prepayment and such Lender’s ratable share thereof (based on its Commitment Percentage). If any such notice is given, the amount specified in such notice shall be due and payable by the Borrower on the date specified therein, together with accrued interest to such date on the amount prepaid. Partial prepayments shall be in an aggregate principal amount of at least $100,0001,000,000 or a whole multiple of $500,000 in excess thereof and may only be made, if after giving effect thereto, Section 2.9 shall not have been contravened. (b) (i) If, at any time and from time to time, either (iA) (x) for each Borrower other than Designated Borrowers, the Asset Coverage Ratio for such of the Borrower shall be less than 300%the Minimum Permitted Ratio, or (y) for each Designated Borrower, the Asset Coverage Ratio shall be less than the Designated Borrower Asset Coverage Ratio Percentage for such Designated Borrower, or (iiB) the aggregate amount of all borrowings Indebtedness of a the Borrower (including including, without limitation limitation, the Loans made to a the Borrower) then outstanding exceeds the borrowing limits provided in such the Borrower’s Prospectus; then , then, in each case within three Business Days thereafter such thirty-five (35) calendar days thereafter, the Borrower shall repay Loans made to such Borrower to the extent necessary to ensure that (x) the Borrower’s Asset Coverage Ratio of all borrowings of such Borrower after such payments is in compliance with applicable covenants concerning the minimum Asset Coverage Ratios Ratio set forth in this Agreement and or (y) the aggregate amount of all borrowings made to such Indebtedness of the Borrower then outstanding does not after such payments exceed such limitslimits provided in the Borrower’s Prospectus, as the case may be.

Optional and Mandatory Prepayments. (a) Each Borrower may prepay the Loans made to it, in whole or in part, without premium or penaltymay, upon at least one Business Day’s notice to the Administrative AgentOperations Agent (which notice shall not thereafter be revocable by such Borrower), specifying prepay any Loans in whole at any time, or from time to time in part in an aggregate principal amount not less than $1,000,000 and in whole multiples of $100,000 in excess thereof, by paying the principal amount to be prepaid together with accrued interest thereon to the date and amount of prepayment. Each such optional prepayment shall be applied to prepay ratably the Loans of the several Banks included in such Borrowing. (b) Upon receipt of any such a notice of prepayment pursuant to clause (a), the Administrative Operations Agent shall promptly notify each Lender thereof. Bank of the contents thereof and of such Bank’s ratable share of such prepayment. (c) If at any time while any Loan is outstanding to a Borrower the amount of such notice is givenBorrower’s Debt exceeds the Maximum Amount for such Borrower, such Borrower immediately shall prepay such Loans made to such Borrower in full, or if prepayment of a portion of such Loans would cause the Borrower’s Debt to no longer exceed the Borrower’s Maximum Amount, the Borrower shall immediately prepay that portion of the outstanding principal amount specified such Loans (together, in such notice shall be due and payable on each case, with accrued interest thereon). (d) If at any time (i) the date specified therein. Partial prepayments shall be in an aggregate principal amount of at least $100,000. all Loans (bincluding Swing Line Loans) If, at any time and from time outstanding to time, either (i) (x) for each Borrower other than Designated Borrowers, the Asset Coverage Ratio for such Borrower shall be less than 300%, or (y) for each Designated Borrower, Borrowers exceeds the Asset Coverage Ratio shall be less than the Designated Borrower Asset Coverage Ratio Percentage for such Designated Borrower, aggregate Commitment Amounts or (ii) the aggregate principal amount of all borrowings Loans made by any Bank exceeds the Commitment Amount of a Borrower (including without limitation such Bank, the Borrowers shall immediately prepay such principal amount of the Loans made to a Borrower) then outstanding exceeds the borrowing limits provided in such Borrower’s Prospectus; then in each case within three Business Days thereafter such Borrower shall repay Loans made to such Borrower to the extent (together with accrued interest thereon), as may be necessary to ensure that (x) the Asset Coverage Ratio of all borrowings of eliminate such Borrower after such payments is in compliance with applicable covenants concerning minimum Asset Coverage Ratios set forth in this Agreement and (y) the aggregate amount of all borrowings made to such Borrower then outstanding does not after such payments exceed such limits, as the case may beexcess.

Optional and Mandatory Prepayments. (a) Each The Borrower may may, at any time and from time to time, prepay the Loans made to itLoans, in whole or in part, without premium or penalty, except as set forth in Section 2.6(c), upon at least three Business Days’ irrevocable notice (in the case of Term Benchmark Loans) and one Business Day’s irrevocable notice (in the case of ABR Loans), in each case to the Administrative Agent, specifying the date and amount of prepayment, and whether the prepayment is of Term Benchmark Loans, ABR Loans or a combination thereof, and, if a combination thereof, the amount allocable to each. Upon receipt of any such notice the The Administrative Agent shall promptly notify each Lender thereofof such prepayment and such Lender’s ratable share thereof (based on its Commitment Percentage). If any such notice is given, the amount specified in such notice shall be due and payable by the Borrower on the date specified therein, together with accrued interest to such date on the amount prepaid. Partial prepayments shall be in an aggregate principal amount of at least $100,0001,000,000 or a whole multiple of $500,000 in excess thereof and may only be made, if after giving effect thereto, Section 2.9 shall not have been contravened. (b) (i) If, at any time and from time to time, either (iA) (x) for each Borrower other than Designated Borrowers, the Asset Coverage Ratio for such of the Borrower shall be less than 300%the Minimum Permitted Ratio, or (y) for each Designated Borrower, the Asset Coverage Ratio shall be less than the Designated Borrower Asset Coverage Ratio Percentage for such Designated Borrower, or (iiB) the aggregate amount of all borrowings Indebtedness of a the Borrower (including including, without limitation limitation, the Loans made to a the Borrower) then outstanding exceeds the borrowing limits provided in such the Borrower’s Prospectus; then , then, in each case within three Business Days thereafter such thirty-five (35) calendar days thereafter, the Borrower shall repay Loans made to such Borrower to the extent necessary to ensure that (x) the Borrower’s Asset Coverage Ratio of all borrowings of such Borrower after such payments is in compliance with applicable covenants concerning the minimum Asset Coverage Ratios Ratio set forth in this Agreement and or (y) the aggregate amount of all borrowings made to such Indebtedness of the Borrower then outstanding does not after such payments exceed such limitslimits provided in the Borrower’s Prospectus, as the case may be.

Optional and Mandatory Prepayments. (a) Each Borrower may prepay the Loans made to it, in whole or in part, without premium or penalty, upon at least one notice by 1:00 p.m. New York City time on any Business Day’s notice Day to the Administrative Agent, specifying the date (which may be the same Business Day) and amount of prepayment. Upon receipt of any such notice the Administrative Agent shall promptly notify each Lender thereof. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein. Partial prepayments shall be in an aggregate principal amount of at least $100,0001,000,000. (b) If, at any time and from time to time, either (i) (x) for each Borrower other than Designated BorrowersBorrower, the Asset Coverage Ratio for such Borrower shall be less than 300%, or (y) for each Designated Borrower, the Asset Coverage Ratio shall be less than the Designated Borrower Asset Coverage Ratio Percentage for such Designated BorrowerMinimum ACR, or (ii) the aggregate amount of all borrowings of a Borrower (including without limitation the Loans made to a Borrower) then outstanding exceeds the borrowing limits provided in such Borrower’s Prospectus; then in each case within three Business Days thereafter such Borrower shall repay Loans made to such Borrower to the extent necessary to ensure that (x) the Asset Coverage Ratio of all borrowings of such Borrower after such payments is in compliance with applicable covenants concerning minimum Asset Coverage Ratios set forth in this Agreement and (y) the aggregate amount of all borrowings made to such Borrower then outstanding does not after such payments exceed such limits, as the case may be.

Optional and Mandatory Prepayments. (a) Each Borrower may prepay the Revolving Credit Loans made to it, in whole or in part, without premium or penalty, upon at least one Business Day’s notice to the Administrative Agent, specifying the date and amount of prepayment. Upon receipt of any such notice the Administrative Agent shall promptly notify each Lender thereof. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein. Partial prepayments shall be in an aggregate principal amount of at least $100,000100,000 or multiples thereof. (b) If, at any time and from time to time, either (i) (x) for each Borrower other than Designated Borrowers, the Asset Coverage Ratio for such Borrower shall be less than 300%, or (y) for each Designated Borrower, the Asset Coverage Ratio shall be less than the Designated Borrower Asset Coverage Ratio Percentage for such Designated Borrower, or (ii) the aggregate amount of all borrowings of a Borrower (including without limitation the Revolving Credit Loans made to a Borrower) then outstanding exceeds the borrowing limits provided in such Borrower’s Prospectus; then in each case within three Business Days thereafter such Borrower shall repay Revolving Credit Loans made to such Borrower to the extent necessary to ensure that (x) the Asset Coverage Ratio of all borrowings of such Borrower after such payments is in compliance with applicable covenants concerning minimum Asset Coverage Ratios set forth in this Agreement and (y) the aggregate amount of all borrowings made to such Borrower then outstanding does not after such payments exceed such limits, as the case may be.

Optional and Mandatory Prepayments. (a) Each The Borrower may at any time and from time to time prepay the Loans made to itLoans, in whole or in part, without premium or penaltypenalty (other than any amounts payable pursuant to subsection 3.11 if such prepayment is of SOFR Loans and is made on a day other than the last day of the Interest Period with respect thereto), upon at least one three U.S. Government Securities Business Day’s Days’ irrevocable notice to the Administrative Agent, specifying the date and amount of prepaymentprepayment and whether the prepayment is of SOFR Loans, ABR Loans or a combination thereof, and, if of a combination thereof, the amount allocable to each; provided further that such notice delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Upon receipt of any such notice the Administrative Agent shall promptly notify each Lender thereof. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein. Partial prepayments of Loans shall be in an aggregate principal amount of at least $100,0001,000,000 or an integral multiple of $100,000 in excess thereof. (b) If, The Borrower may at any time and from time to timetime prepay, either without premium or penalty (other than any amounts payable pursuant to subsection 3.11 if such prepayment is of Multicurrency Loans and is made on a day other than the last day of the Interest Period with respect thereto), the Multicurrency Loans, in whole or in part, upon at least three Business Days’ irrevocable notice to the Administrative Agent specifying the date and amount of prepayment; provided further that such notice delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Upon the receipt of any such notice, the Administrative Agent shall promptly notify each Multicurrency Lender thereof. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein. Partial prepayments of Multicurrency Loans shall be in an aggregate principal amount the Dollar Equivalent of which is at least $1,000,000 or an integral multiple of $100,000 in excess thereof. (c) If at any time during the Commitment Period, for any reason the Aggregate Total Outstandings of all Lenders exceed the Aggregate Revolving Credit Commitments then in effect, the Borrower shall, without notice or demand, immediately prepay the Revolving Credit Loans and/or the Multicurrency Loans in amounts such that the sum of (A) the aggregate principal amount of the Revolving Credit Loans so prepaid and (B) the Dollar Equivalent of the aggregate principal amount of the Multicurrency Loans so prepaid, equals or exceeds the amount of such excess. (i) If, at any time during the Commitment Period, for any reason either (x) for each Borrower other than Designated Borrowers, the Asset Coverage Ratio for such Borrower shall be less than 300%, or (y) for each Designated Borrower, the Asset Coverage Ratio shall be less than the Designated Borrower Asset Coverage Ratio Percentage for such Designated Borrower, or (ii1) the aggregate amount Aggregate Total Outstandings of all borrowings Multicurrency Lenders exceed the Aggregate Revolving Credit Commitments of a Borrower the Multicurrency Lenders by 5% or more, (including without limitation 2) the Loans made to a BorrowerAggregate Multicurrency Outstandings exceed the aggregate Multicurrency Commitments by 5% or more, (3) then outstanding exceeds the borrowing limits provided in such Borrower’s Prospectus; then in each case within three Business Days thereafter such Borrower shall repay Loans made to such Borrower to sum of the extent necessary to ensure that Aggregate Multicurrency Outstandings plus the Dollar Equivalent of (x) the Asset Coverage Ratio aggregate outstanding principal amount of all borrowings of such Borrower after such payments is in compliance with applicable covenants concerning minimum Asset Coverage Ratios set forth in this Agreement Local Currency Loans and (y) the aggregate outstanding amount of L/C Obligations attributable to Letters of Credit denominated in currencies other than Dollars, exceeds the aggregate Multicurrency Commitments by 5% or more or (4) the Dollar Equivalent of all borrowings L/C Obligations attributable to Letters of Credit denominated in currencies other than Dollars exceeds, in the aggregate, the Multicurrency Sublimit by 5% or more, the Borrower shall, without notice or demand, immediately prepay the Revolving Credit Loans and/or the Multicurrency Loans and/or Local Currency Loans and/or cash collateralize the L/C Obligations in amounts such that any such excess is eliminated. (ii) Each prepayment of Loans pursuant to this subsection 3.1(c) shall be accompanied by the payment of unpaid accrued interest on the principal amount so prepaid and any amounts payable under subsection 3.11 in connection with such prepayment. (iii) Notwithstanding the foregoing, mandatory prepayments of Revolving Credit Loans or Multicurrency Loans that would otherwise be required pursuant to this subsection 3.1(c) solely as a result of fluctuations in Exchange Rates from time to time shall only be required to be made pursuant to this subsection 3.1(c) on the last Business Day of each month on the basis of the Exchange Rate in effect on such Borrower then outstanding does not after such payments exceed such limits, as the case may beBusiness Day.

Optional and Mandatory Prepayments. (a) Each The Borrower may at any time and from time to time prepay the Term Loans made to it, in whole or in part, subject to Section 4.12, without premium or penaltypenalty (except as provided in Section 4.5(b) and (c)), upon notice by the Borrower to the Administrative Agent prior to 2:00 P.M., New York City time at least three Business Days prior to the date of prepayment (in the case of Eurodollar Loans), or prior to 2:00 P.M., New York City time at least one Business Day’s notice Day prior to the Administrative Agentdate of prepayment (in the case of ABR Loans). Such notice shall specify, specifying in the case of any prepayment of Term Loans, the applicable Tranche being repaid (which, at the discretion of the Borrower, may be the Initial Term Loans, the Tranche B Term Loans any Incremental Loans or any Extended Term Loans and/or a combination thereof), and if a combination thereof, the principal amount allocable to each, the date and amount of prepaymentprepayment and whether the prepayment is of Eurodollar Loans or ABR Loans or a combination thereof, and, in each case if a combination thereof, the principal amount allocable to each. Any such notice may state that such notice is conditioned upon the occurrence or non-occurrence of any event specified therein (including the effectiveness of other credit facilities), in which case such notice may be revoked by the Borrower (by written notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Upon the receipt of any such notice the Administrative Agent shall promptly notify each affected Lender thereof. If any such notice is givengiven and not revoked, the amount specified in such notice shall be due and payable on the date specified therein, together with (if a Eurodollar Loan is prepaid other than at the end of the Interest Period applicable thereto) any amounts payable pursuant to Section 4.12. Partial prepayments pursuant to this Section 4.4(a) shall be equal to $1.0 million or a whole multiple of $500,000 in excess thereof; provided that, notwithstanding the foregoing, any Term Loan may be prepaid in its entirety. Each prepayment of Initial Term Loans pursuant to this Section 4.4(a) made on or prior to the first anniversary of the Closing Date in connection with an aggregate principal amount Initial Term Loan Repricing Transaction shall be accompanied by the payment of at least $100,000the fee required by Section 4.5(b). Each prepayment of Tranche B Term Loans pursuant to this Section 4.4(a) (except a prepayment required to be made pursuant to Section 8 of the First Incremental Amendment) made on or prior to December 31, 2013 in connection with a Tranche B Term Loan Repricing Transaction shall be accompanied by the payment of the fee required by Section 4.5(c). (b) If, at any time and from time to time, either (i) The Borrower shall, in accordance with Section 4.4(c), prepay the Term Loans to the extent required by Section 8.3; (ii) if on or after the Closing Date, the Borrower or any of its Restricted Subsidiaries shall incur Indebtedness for borrowed money (excluding Indebtedness permitted pursuant to Section 8.1), the Borrower shall, in accordance with Section 4.4(c), prepay the Term Loans in an amount equal to 100.0% of the Net Cash Proceeds thereof minus the portion of such Net Cash Proceeds applied (to the extent Borrower or any of its Subsidiaries is required by the terms thereof) to prepay, repay or purchase Pari Passu Indebtedness on a pro rata basis with the Term Loans, in each case with such prepayment to be made on or before the fifth Business Day following notice given to each Lender of the Prepayment Date, as contemplated by Section 4.4(d), and (iii) the Borrower shall, in accordance with Section 4.4(c), prepay the Term Loans within 120 days following the last day of the immediately preceding Fiscal Year (commencing with the Fiscal Year ending on or about September 30, 2014) (each, an “ECF Payment Date”), in an amount equal to (A) (1) 50.0% (as may be adjusted pursuant to the last proviso of this clause (iii)) of the Borrower’s Excess Cash Flow for such Fiscal Year minus (2) the sum of (w) the aggregate principal amount of Term Loans (including Incremental Term Loans) repaid pursuant to Section 2.2(b) and 2.2(c) or prepaid pursuant to Section 4.4(a) and Pari Passu Indebtedness (other than the loans under the Senior Revolving Credit Facility) (in the case of revolving loans, to the extent accompanied by a corresponding permanent commitment reduction) voluntarily prepaid, redeemed, repurchased or repaid pursuant to a scheduled principal payment, in each case during such Fiscal Year (which, in any event, shall not include any designated prepayment pursuant to clause (x) for each Borrower other than Designated Borrowersbelow), the Asset Coverage Ratio for such Borrower shall be less than 300%, or (y) for each Designated Borrower, the Asset Coverage Ratio shall be less than the Designated Borrower Asset Coverage Ratio Percentage for such Designated Borrower, or (ii) the aggregate amount of all borrowings of a Borrower (including without limitation the Loans made to a Borrower) then outstanding exceeds the borrowing limits provided in such Borrower’s Prospectus; then in each case within three Business Days thereafter such Borrower shall repay Loans made to such Borrower to the extent necessary to ensure that (x) the Asset Coverage Ratio aggregate principal amount of all borrowings Term Loans (including Incremental Term Loans) prepaid pursuant to Section 4.4(a) and Pari Passu Indebtedness (other than the loans under the Senior Revolving Credit Facility) (in the case of revolving loans, to the extent accompanied by a corresponding permanent commitment reduction) voluntarily prepaid, redeemed, repurchased or repaid during the period beginning with the day following the last day of such Fiscal Year and ending on the ECF Payment Date and stated by the Borrower after such payments is as prepaid pursuant to this Section 4.4(b)(iii) (provided that no prepayments made pursuant to Section 4.4(h) or the other clauses of this Section 4.4(b) shall be included in compliance with applicable covenants concerning minimum Asset Coverage Ratios set forth in this Agreement and Section 4.4(b)(iii)(A)(2)(w) or (x)), (y) any loans under the Senior Revolving Credit Facility prepaid to the extent accompanied by a corresponding permanent commitment reduction under the Senior Revolving Credit Facility during such Fiscal Year (which, in any event, shall not include any designated prepayment pursuant to clause (z) below), and (z) the aggregate principal amount of all borrowings made loans under the Senior Revolving Credit Facility prepaid to the extent accompanied by a corresponding permanent commitment reduction under the Senior Revolving Credit Facility during the period beginning with the day following the last day of such Fiscal Year and ending on the ECF Payment Date and stated by the Borrower then outstanding does not after such payments exceed such limitsas prepaid pursuant to this Section 4.4(b)(iii), as in each case, excluding prepayments funded with proceeds from the case may be.incurrence of long-term Indebtedness (the amount described in this clause (A), the

Optional and Mandatory Prepayments. (a) Each Borrower may Subject to Section 3.02, the Company may, at any time or from time to time by irrevocable notice to the Agent, not less than (i) one Business Day prior to a prepayment of any CD Loan, (ii) three Business Days prior to a prepayment of any Offshore Loan, or (iii) by 11:00 a.m. (Houston time) on the Business Day of a prepayment of any Base Loan, ratably prepay the Loans made to it, in whole or in part, without premium in minimum amounts of $5,000,000 or penalty, upon at least one Business Day’s any multiple of $1,000,000 in excess thereof. Such notice to the Administrative Agent, specifying of prepayment shall specify the date and amount of such prepayment, whether the Loans to be prepaid are Revolving Loans or Swingline Loans, the Type(s) of any Loans to be prepaid and the specific Borrowing or Borrowings pursuant to which such Loans were made. Upon The Agent will promptly notify each Bank, in the case of the prepayment of Revolving Loans, or the Swingline Bank, in the case of the prepayment of Swingline Loans, of its receipt of any such notice the Administrative Agent shall promptly notify each Lender thereofnotice, and of such Bank's Commitment Percentage of such prepayment, as applicable. If any such notice is givengiven by the Company, the Company shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Partial prepayments shall be in an aggregate principal , together with accrued interest to each such date on the amount of at least $100,000prepaid. (b) IfNo later than the date that is 30 days after the occurrence of any Change in Control as to the Company, the Company shall prepay all outstanding Loans, together with accrued interest, fees, amounts payable pursuant to Section 3.02 and all other amounts outstanding hereunder, and immediately upon the occurrence of such Change in Control, the obligations of the Banks to make additional Loans, including the obligation of the Swingline Bank to make Swingline Loans, shall be terminated automatically. (c) Immediately upon the occurrence of any Specified Transaction or at any time prior to the date that is 180 days after the date of consummation of such Specified Transaction, the Agent shall at the request of, and from time to timemay with the consent of, either the Required Banks, in their sole and absolute discretion, (i) (x) for each Borrower by notice to the Company pursuant to Section 10.02 hereof, declare the outstanding principal amount of all Loans, together with accrued interest, amounts payable pursuant to Section 3.02 and all other than Designated Borrowersamounts outstanding hereunder, to be immediately due and payable, whereupon such amounts shall immediately be paid by the Asset Coverage Ratio for such Borrower shall be less than 300%Company, or (y) for each Designated Borrower, the Asset Coverage Ratio shall be less than the Designated Borrower Asset Coverage Ratio Percentage for such Designated Borrower, or and (ii) by notice to the aggregate amount Company pursuant to Section 10.02 hereof, declare the obligation of each Bank to make Loans, including the obligation of the Swingline Bank to make Swingline Loans, be terminated, whereupon such obligations shall be terminated immediately. (d) On the date of any increase in the total Commitments pursuant to Section 2.06, the Company shall prepay all borrowings Revolving Loans outstanding on such date, together with accrued interest thereon and amounts payable pursuant to Section 3.02; provided, however, that, notwithstanding the foregoing sentence, if after giving effect to such an increase in the total Commitments there are no new Banks hereunder and the Commitment Percentage of a Borrower each Bank is unchanged from its Commitment Percentage immediately prior to such increase, then the Company shall not be required to prepay any Revolving Loans and related amounts outstanding on such date. (including e) Any mandatory prepayment under subsection (b), (c) or (d) of this Section shall be made by the Company without limitation the Loans made to a Borrower) then outstanding exceeds the borrowing limits presentment, demand, protest or other notice of any kind, except as provided in such Borrower’s Prospectus; then in each case within three Business Days thereafter such Borrower shall repay Loans made to such Borrower to subsection (c), all of which are expressly waived by the extent necessary to ensure that (x) the Asset Coverage Ratio of all borrowings of such Borrower after such payments is in compliance with applicable covenants concerning minimum Asset Coverage Ratios set forth in this Agreement and (y) the aggregate amount of all borrowings made to such Borrower then outstanding does not after such payments exceed such limits, as the case may beCompany.

Optional and Mandatory Prepayments. (a) Each Subject in the case of any Group of Eurodollar Loans to Section 2.21, the Borrower may prepay the Loans made to it, in whole or in part, without premium or penaltymay, upon at least one Business Day’s notice to the Administrative Agent, specifying prepay any Group of Base Rate Loans or upon at least three Business Days’ notice to the Administrative Agent, prepay any Group of Eurodollar Loans, in each case in whole at any time, or from time to time in part, in amounts aggregating $5,000,000 or any larger multiple of $1,000,000, by paying the principal amount to be prepaid together with accrued interest thereon to the date and amount of prepayment. Each such optional prepayment shall be applied to prepay ratably the Loans of the several Lenders included in such Group. (b) If at any date the Total Outstanding Amount exceeds the Maximum Facility Availability calculated as of such date, then not later than the next succeeding Business Day, the Borrower shall be required to prepay the Loans (or, if no Loans are outstanding, deposit cash in a Cash Collateral Account to cash collateralize LC Exposures) in an amount equal to such excess until the Total Outstanding Amount, net of the amount of cash collateral deposited in the Cash Collateral Account, does not exceed the Maximum Facility Availability. (c) Upon receipt of any such a notice of prepayment pursuant to this Section, the Administrative Agent shall promptly notify each Lender thereof. If any of the contents thereof and of such notice is given, the amount specified in Lender’s ratable share (if any) of such prepayment and such notice shall not thereafter be due and payable on revocable by the date specified therein. Partial prepayments shall be in an aggregate principal amount of at least $100,000Borrower. (b) If, at any time and from time to time, either (i) (x) for each Borrower other than Designated Borrowers, the Asset Coverage Ratio for such Borrower shall be less than 300%, or (y) for each Designated Borrower, the Asset Coverage Ratio shall be less than the Designated Borrower Asset Coverage Ratio Percentage for such Designated Borrower, or (ii) the aggregate amount of all borrowings of a Borrower (including without limitation the Loans made to a Borrower) then outstanding exceeds the borrowing limits provided in such Borrower’s Prospectus; then in each case within three Business Days thereafter such Borrower shall repay Loans made to such Borrower to the extent necessary to ensure that (x) the Asset Coverage Ratio of all borrowings of such Borrower after such payments is in compliance with applicable covenants concerning minimum Asset Coverage Ratios set forth in this Agreement and (y) the aggregate amount of all borrowings made to such Borrower then outstanding does not after such payments exceed such limits, as the case may be.

Optional and Mandatory Prepayments. (a) Each The Borrower may shall have the right at any time and from time to time to prepay the Loans made to itany Borrowing, in whole or in part, without premium or penalty, upon at least one Business Day’s by giving irrevocable written notice (or telephonic notice promptly confirmed in writing) to the Administrative AgentAgent no later than (i) in the case of prepayment of any Eurodollar Borrowing, specifying 11:00 a.m. not less than three (3) Business Days prior to any such prepayment, (ii) in the case of any prepayment of any Base Rate Borrowing, not less than one Business Day prior to the date of such prepayment, and (iii) in the case of Swingline Borrowings, prior to 11:00 a.m. on the date of such prepayment. Each such notice shall be irrevocable and shall specify the proposed date of such prepayment and the principal amount of prepaymenteach Borrowing or portion thereof to be prepaid. Upon receipt of any such notice notice, the Administrative Agent shall promptly notify each affected Lender thereofof the contents thereof and of such Lender’s Pro Rata Share of any such prepayment. If any such notice is given, the aggregate amount specified in such notice shall be due and payable on the date specified thereindesignated in such notice, together with accrued interest to such date on the amount so prepaid in accordance with Section 2.14(d); provided, that if a Eurodollar Borrowing is prepaid on a date other than the last day of an Interest Period applicable thereto, the Borrower shall also pay all amounts required pursuant to Section 2.20. Partial prepayments Each partial prepayment of any Loan (other than a Swingline Loan) shall be in an aggregate principal amount that would be permitted in the case of at least $100,000an advance of a Revolving Borrowing of the same Type pursuant to Section 2.2 or in the case of a Swingline Loan pursuant to Section 2.5. Each prepayment of a Borrowing shall be applied ratably to the Loans comprising such Borrowing. (b) IfIf on any date the Borrower or any of its Subsidiaries shall receive Net Cash Proceeds in excess of $5,000,000 in any fiscal year from any Asset Sale or Recovery Event then, at any time unless a Reinvestment Notice shall have been delivered previously to the Administrative Agent in respect thereof, such Net Cash Proceeds shall immediately be applied to the prepayment of Loans and from time the reduction of the Revolving Commitments; provided, that on each Reinvestment Prepayment Date, an amount equal to time, either (i) (x) for each Borrower other than Designated Borrowers, the Asset Coverage Ratio for such Borrower Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be less than 300%, or (y) for each Designated Borrower, the Asset Coverage Ratio shall be less than the Designated Borrower Asset Coverage Ratio Percentage for such Designated Borrower, or (ii) the aggregate amount of all borrowings of a Borrower (including without limitation the Loans made to a Borrower) then outstanding exceeds the borrowing limits provided in such Borrower’s Prospectus; then in each case within three Business Days thereafter such Borrower shall repay Loans made to such Borrower applied to the extent necessary to ensure that (x) prepayment of Loans and the Asset Coverage Ratio reduction of all borrowings of such Borrower after such payments is in compliance with applicable covenants concerning minimum Asset Coverage Ratios set forth in this Agreement and (y) the aggregate amount of all borrowings made to such Borrower then outstanding does not after such payments exceed such limits, as the case may beRevolving Commitments.

Optional and Mandatory Prepayments. (a) Each Borrower may prepay the Loans made to it, in whole or in part, without premium or penalty, upon at least one Business Day’s notice to the Administrative Agent, specifying the date and amount of prepayment. Upon receipt of any such notice the Administrative Agent shall promptly notify each Lender thereof. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein. Partial prepayments shall be in an aggregate principal amount of at least $100,000500,000. (b) If, at any time and from time to time, either (i) (x) for each Borrower other than Designated Borrowers, the Asset Coverage Ratio for such Borrower shall be less than 300%, or (y) for each Designated Borrower, the Asset Coverage Ratio shall be less than the Designated Borrower Asset Coverage Ratio Percentage for such Designated Borrower, or (ii) the aggregate amount of all borrowings of a Borrower (including without limitation the Loans made to a Borrower) then outstanding exceeds the borrowing limits provided in such Borrower’s Prospectus; then in each case within three Business Days thereafter such Borrower shall repay Loans made to such Borrower to the extent necessary to ensure that (x) the Asset Coverage Ratio of all borrowings of such Borrower after such payments is in compliance with applicable covenants concerning minimum Asset Coverage Ratios set forth in this Agreement and (y) the aggregate amount of all borrowings made to such Borrower then outstanding does not after such payments exceed such limits, as the case may be.

Optional and Mandatory Prepayments. (a) Each Borrower may prepay the Loans made to it, in whole or in part, without premium or penalty, upon at least one Business Day’s 's irrevocable notice to the Administrative Agent, specifying the date and amount of prepayment. Upon receipt of any such notice the Administrative Agent shall promptly notify each Lender thereof. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein. Partial prepayments shall be in an aggregate principal amount of at least $100,0001,000,000 or an integral multiple of $1,000,000 in excess thereof. (b) If, at any time and from time to time, either (i) (x) for each Borrower other than Designated Borrowers, the Asset Coverage Ratio for all borrowings of such Borrower shall be less than 300%, or (y) for each Designated Borrower, the Asset Coverage Ratio shall be less than the Designated Borrower Asset Coverage Ratio Percentage for such Designated Borrower, or (ii) the aggregate amount of all borrowings of a Borrower (including without limitation the Loans made to a Borrower) then outstanding exceeds the borrowing limits provided in such Borrower’s 's Prospectus; then in each case within three Business Days thereafter such Borrower shall repay Loans made to such Borrower to the extent necessary to ensure that (x) the Asset Coverage Ratio of all borrowings of such Borrower after such payments is in compliance with applicable covenants concerning minimum Asset Coverage Ratios set forth in this Agreement and (y) the aggregate amount of all borrowings made to such Borrower then outstanding does not after such payments exceed such limits, as the case may be.

Optional and Mandatory Prepayments. (a) Each Subject to SECTION 2.19, the Borrower may may, at any time and from time to time, prepay the Loans made to itLoans, in whole or in part, without premium or penalty, upon at least one three Business Day’s Days' irrevocable written notice to the Administrative Agent, specifying the date and amount of prepaymentprepayment and whether the prepayment is of Eurodollar Loans, Alternate Base Rate Loans or a combination thereof, and, if of a combination thereof, the amount allocable to each. Upon receipt of any such notice notice, the Administrative Agent shall promptly notify each Lender thereof. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein, together with any amounts payable pursuant to SECTION 2.19, accrued interest to such date on the amount prepaid that constitutes Eurodollar Loans and any outstanding fees and expenses then due and owing. Partial prepayments of the Revolving Credit Loans under this SECTION 2.9 (a) shall be applied to the Revolving Credit Loans but shall not reduce the Revolving Credit Commitments unless the Borrower so specifies in a written notice to the Administrative Agent in which case the Revolving Credit Commitments shall be reduced in the manner set forth in SECTION 2.5. Partial prepayments of the Term Loans under this SECTION 2.9(a) shall be applied FIRST, PRO RATA to the scheduled installments of principal of the Term Loans and SECOND, if the Term Loans have been repaid in full, to the Revolving Credit Loans. Amounts prepaid on account of the Term Loans or to reduce the Revolving Credit Commitments may not be reborrowed. Partial prepayments shall be in an aggregate principal amount of at least $100,000250,000 or a whole multiple of $100,000 in excess thereof. (b) With respect to any fiscal year of the Borrower, commencing with the fiscal year ending December 31, 2001, the Borrower shall, within ninety days after the end of such fiscal year, prepay an amount equal to 50% of the Excess Cash Flow for such fiscal year, which prepayment shall be applied PRO RATA to the scheduled installments of principal of the Term Loans; PROVIDED that no prepayment shall be required if the Borrower shall have delivered a Compliance Certificate demonstrating a Total Leverage Ratio less than or equal to 3.50 to 1.00 for the immediately preceding two consecutive fiscal quarters. Each prepayment of the Loans pursuant to this SECTION 2.9(b) shall be accompanied by payment in full of all accrued interest thereon, to and including the date of such prepayment, together with any additional amounts owing pursuant to SECTION 2.19 and any outstanding fees and expenses due and owing. (c) So long as any Term Loan is outstanding, the Borrower shall deliver to the Administrative Agent, within three Business Days after receipt thereof, 100% of any Net Disposition Proceeds; PROVIDED that the Borrower, by written notice to the Administrative Agent delivered within such three Business Days (together with a certificate in reasonable detail setting forth the calculation of such Net Disposition Proceeds), may elect to defer applying up to $25,000,000 of such Net Disposition Proceeds (other than any Net Disposition Proceeds from a Significant Disposition) in such manner if and only if (i) concurrent with such notice, such deferred proceeds are applied to repay the Revolving Credit Loans, and (ii) within 270 days after receipt by the Administrative Agent of such deferred proceeds, the Borrower, subject to SECTION 2.5 and SECTION 2.9 (a), (b), (d), and (e), shall obtain Revolving Credit Loans for purposes of acquiring replacement assets which are, in the ordinary course, used and useful in the operation of the Thermal Management Solutions Business of the Borrower and its Approved Subsidiaries ("Replacement Assets") (it being understood that upon expiration of such 270-day period, any portion of such deferred proceeds that has not been utilized by the Borrower as a Revolving Credit Loan to acquire such Replacement Assets shall be applied in accordance with the next succeeding sentence). Any Net Disposition Proceeds shall be applied PRO RATA to scheduled installments of principal of the Term Loans. Notwithstanding the foregoing, the Borrower shall deliver to the Administrative Agent 100% of the Net Disposition Proceeds from a Significant Disposition within three Business Days after receipt thereof and such proceeds shall be applied FIRST, PRO RATA to the scheduled installments of principal of the Term Loans and SECOND, if the Term Loans have been repaid in full, to the Revolving Credit Loans (with a concomitant reduction in the Revolving Credit Commitments). (d) For so long as any Term Loan is outstanding, the Borrower shall deliver to the Administrative Agent within three Business Days after receipt thereof 100% of any Net Insurance Proceeds which, in the aggregate during the term of this Agreement, exceeds $25,000,000, for application in the manner set forth in the next sentence; PROVIDED that the Borrower, by written notice to the Administrative Agent delivered within such three Business Day period (together with a certificate in reasonable detail setting forth the calculation of Net Insurance Proceeds), may elect to defer applying Net Insurance Proceeds aggregating less than $25,000,000 in such manner if and only if (i) concurrent with such notice such deferred proceeds are applied to repay the Revolving Credit Loans, and (ii) within 270 days after receipt by the Administrative Agent of such deferred proceeds, the Borrower, subject to SECTION 2.5 and SECTION 2.9 (a), (b), (c), and (e), shall obtain Revolving Credit Loans for purposes of acquiring Replacement Assets (it being understood that upon expiration of such 270-day period, any portion of such deferred proceeds that has not been utilized by the Borrower as a Revolving Credit Loan to acquire such Replacement Assets shall be applied in accordance with the next succeeding sentence). Any Net Insurance Proceeds shall be applied PRO RATA to the scheduled installments of principal of the Term Loans. (e) The Borrower shall, concurrently with the receipt by the Parent, the Borrower or any Subsidiary of any Net Debt Proceeds, pay to the Administrative Agent an amount equal to such Net Debt Proceeds, which shall be applied PRO RATA to scheduled installments of principal of the Term Loans. (f) If the Total Leverage Ratio of the Borrower and its Subsidiaries on December 31, 2000 (as set forth in the Compliance Certificate for the fiscal year ended on such date) is greater than 4.50 to 1.00, or the Total Leverage Ratio of the Borrower and its Subsidiaries on December 31, 2001 (as set forth in the Compliance Certificate for the fiscal year ended on such date) is greater than 4.25 to 1.00, the Parent shall, not later than May 15, 2001 (in respect of the fiscal year ended December 31, 2000) and/or May 15, 2002 (in respect of the fiscal year ended December 31, 2001) make the Supplemental Equity Contribution to the Borrower. The Borrower shall deliver 100% of the proceeds of such Supplemental Equity Contribution to the Administrative Agent and such proceeds shall be applied PRO RATA to the scheduled installments of principal of the Term Loans. (g) If, at any time and from time to time, either (i) (x) for each Borrower other than Designated Borrowers, the Asset Coverage Ratio for such Borrower shall be less than 300%, or (y) for each Designated Borrower, the Asset Coverage Ratio shall be less than the Designated Borrower Asset Coverage Ratio Percentage for such Designated Borrower, or (ii) the aggregate amount sum of all borrowings of a Borrower (including without limitation the Loans made to a Borrower) then outstanding exceeds the borrowing limits provided in such Borrower’s Prospectus; then in each case within three Business Days thereafter such Borrower shall repay Loans made to such Borrower to the extent necessary to ensure that (x) the Asset Coverage Ratio outstanding aggregate principal amount of all borrowings of such Borrower after such payments is in compliance with applicable covenants concerning minimum Asset Coverage Ratios set forth in this Agreement and the Revolving Credit Loans, (y) the aggregate Stated Amount of all Letters of Credit then outstanding and (z) any amounts drawn under any Letter of Credit (including interest thereon computed in accordance with SECTION 2.21(d)) for which the Issuer has not been reimbursed exceeds the then aggregate amount of all borrowings made the Revolving Credit Commitments, then the Borrower shall prepay at such time an aggregate principal amount of the Revolving Credit Loans in an aggregate amount equal to such Borrower excess, and to the extent of any excess remaining, deliver cash collateral for the Stated Amount of the Letter of Credit outstanding and any amount drawn under the Letter of Credit for which the Issuer has not been reimbursed. (h) Each prepayment of Term Loans and Revolving Credit Loans pursuant to this SECTION 2.9 shall be accompanied by payment in full of any outstanding fees and expenses then outstanding does not after such payments exceed such limitsdue and owing and, as in the case may beof any prepayment of Eurodollar Loans, by payment in full of all accrued interest thereon, to and including the date of such prepayment and any additional amounts owing pursuant to SECTION 2.19.

Optional and Mandatory Prepayments. (a) Each Borrower of the Borrowers may at any time and from time to time prepay the Loans made to it, in whole or in part, subject to Section 4.12, without premium or penalty, upon at least three Business Days’ notice by the applicable Borrower to the Administrative Agent (in the case of Eurocurrency Loans) or at least one Business Day’s notice by the applicable Borrower to the Administrative AgentAgent (in the case of ABR Loans). Such notice shall be irrevocable except as provided in Section 4.4(e). Such notice shall specify, specifying in the case of any prepayment of Loans, the identity of the prepaying Borrower, the date and amount of prepaymentprepayment and whether the prepayment is of Eurocurrency Loans, ABR Loans or a combination thereof, and, in each case if a combination thereof, the principal amount allocable to each. Upon the receipt of any such notice the Administrative Agent shall promptly notify each affected Lender thereof. If any such notice is given, the amount specified in such notice shall (subject to Section 4.4(e)) be due and payable on the date specified therein, together with (if a Eurocurrency Loan is prepaid other than at the end of the Interest Period applicable thereto) any amounts payable pursuant to Section 4.12. Partial prepayments of the Loans pursuant to this Section shall (unless the Parent Borrower otherwise directs) be applied, first, to payment of the Revolving Credit Loans then outstanding, and then, to all other amounts then due and owing hereunder. Partial prepayments pursuant to this Section 4.4(a) shall be in multiples of $1,000,000, provided that, notwithstanding the foregoing, any Loan may be prepaid in its entirety. (i) On any day on which the Aggregate Lender Exposure outstanding to Puerto Ricancars exceeds the PRUSVI Borrowing Base at such time (based on the Borrowing Base Certificate last delivered), Puerto Ricancars shall prepay on such day the principal of Revolving Credit Loans made to it in an amount at least equal to such excess. (ii) On any day on which the Aggregate Lender Exposure outstanding to Parent Borrower exceeds the Domestic Borrowing Base (based on the Borrowing Base Certificate last delivered), the Parent Borrower shall prepay on such day the principal of Revolving Credit Loans made to it in an amount at least equal to such excess. (iii) On any day on which the Aggregate Lender Exposure outstanding to both Borrowers exceeds the Total Revolving Facility Commitment at such time, the Borrowers shall prepay on such day the principal of Revolving Credit Loans in an amount at least equal to such excess. (iv) Upon delivery of a PRUSVI Borrowing Base Designation Notice, if the Aggregate Lender Exposure outstanding to Puerto Ricancars exceeds the PRUSVI Borrowing Base at such time (recalculated to give effect to the exclusion of any asset described in clauses (a) through (d) (and clause (e), if permitted) of the PRUSVI Borrowing Base being excluded pursuant to Section 1.2(g)), Puerto Ricancars shall prepay on such day the principal of Revolving Credit Loans made to it in an amount at least equal to such excess. (c) For avoidance of doubt, the Revolving Facility Commitments shall not be correspondingly reduced by the amount of any prepayments of Revolving Credit Loans made under Section 4.4(b). (d) Notwithstanding the foregoing provisions of this Section 4.4, if at any time any prepayment of the Loans pursuant to Section 4.4(a) or 4.4(b) would result, after giving effect to the procedures set forth in this Agreement, in any Borrower incurring breakage costs under Section 4.12 as a result of Eurocurrency Loans being prepaid other than on the last day of an Interest Period with respect thereto, then, the relevant Borrower may, so long as no Default or Event of Default shall have occurred and be continuing, in its sole discretion, initially (i) deposit a portion (up to 100%) of the amounts that otherwise would have been paid in respect of such Eurocurrency Loans with the Administrative Agent (which deposit must be equal in amount to the amount of such Eurocurrency Loans not immediately prepaid), to be held as security for the obligations of such Borrowers to make such prepayment pursuant to a cash collateral agreement to be entered into on terms reasonably satisfactory to the Administrative Agent, with such cash collateral to be directly applied upon the first occurrence thereafter of the last day of an Interest Period with respect to such Eurocurrency Loans (or such earlier date or dates as shall be requested by such Borrower); or (ii) make a prepayment of the Revolving Credit Loans in accordance with Section 4.4(a) with an amount equal to a portion (up to 100%) of the amounts that otherwise would have been paid in respect of such Eurocurrency Loans (which prepayment, together with any deposits pursuant to clause (i) above, must be equal in amount to the amount of such Eurocurrency Loans not immediately prepaid), provided, that, in the case of either clause (i) or (ii), such unpaid Eurocurrency Loans shall continue to bear interest in accordance with Section 4.1 until such unpaid Eurocurrency Loans or the related portion of such Eurocurrency Loans have or has been prepaid. (e) If a notice of prepayment in connection with a repayment of all outstanding Loans is given in connection with a conditional notice of termination of Commitments as contemplated by Section 2.3, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.3. (f) On the Springing Maturity Date, if the sum of the aggregate principal amount of at least $100,000. (b) If, at any time the Senior Dollar 2014 Notes then outstanding and from time to time, either (i) (x) for each Borrower other than Designated Borrowers, the Asset Coverage Ratio for such Borrower shall be less than 300%, or (y) for each Designated Borrower, the Asset Coverage Ratio shall be less than the Designated Borrower Asset Coverage Ratio Percentage for such Designated Borrower, or (ii) Dollar Equivalent of the aggregate principal amount of all borrowings of a Borrower (including without limitation the Loans made to a Borrower) Senior Euro 2014 Notes then outstanding exceeds $500,000,000, then on such date the borrowing limits provided Borrowers shall make payment in such Borrower’s Prospectus; full of the Loans and any other amounts then in each case within three Business Days thereafter such Borrower shall repay Loans made due and owing to such Borrower to any Lender or the extent necessary to ensure that (x) the Asset Coverage Ratio of all borrowings of such Borrower after such payments is in compliance with applicable covenants concerning minimum Asset Coverage Ratios set forth in this Agreement and (y) the aggregate amount of all borrowings made to such Borrower then outstanding does not after such payments exceed such limits, as the case may beAgents hereunder.

Optional and Mandatory Prepayments. (a) Each Subject in the case of any Group of Eurodollar Loans to Section 2.21, the Borrower may prepay the Loans made to it, in whole or in part, without premium or penaltymay, upon at least one Business Day’s notice to the Administrative Agent, specifying prepay any Group of Base Rate Loans or upon at least three Business Days’ notice to the Administrative Agent, prepay any Group of Eurodollar Loans, in each case in whole at any time, or from time to time in part, in amounts aggregating $5,000,000 or any larger multiple of $1,000,000 (or in either case, if less, the aggregate outstanding amount of the applicable Group of Loans), by paying the principal amount to be prepaid together with accrued interest thereon to the date and amount of prepayment. Each such optional prepayment shall be applied to prepay ratably the Loans of the several Lenders included in such Group. (b) If at any date the Total Outstanding Amount exceeds the Maximum Facility Availability calculated as of such date, then not later than the next succeeding Business Day, the Borrower shall be required to prepay the Loans (or, if no Loans are outstanding, deposit cash in a Cash Collateral Account to cash collateralize LC Exposures) in an amount equal to such excess until the Total Outstanding Amount, net of the amount of cash collateral deposited in the Cash Collateral Account, does not exceed the Maximum Facility Availability. (c) Upon receipt of any such a notice of prepayment pursuant to this Section, the Administrative Agent shall promptly notify each Lender thereof. If any of the contents thereof and of such notice is given, the amount specified in Lender’s ratable share (if any) of such prepayment and such notice shall not thereafter be due and payable on revocable by the date specified therein. Partial prepayments shall be in an aggregate principal amount of at least $100,000Borrower. (b) If, at any time and from time to time, either (i) (x) for each Borrower other than Designated Borrowers, the Asset Coverage Ratio for such Borrower shall be less than 300%, or (y) for each Designated Borrower, the Asset Coverage Ratio shall be less than the Designated Borrower Asset Coverage Ratio Percentage for such Designated Borrower, or (ii) the aggregate amount of all borrowings of a Borrower (including without limitation the Loans made to a Borrower) then outstanding exceeds the borrowing limits provided in such Borrower’s Prospectus; then in each case within three Business Days thereafter such Borrower shall repay Loans made to such Borrower to the extent necessary to ensure that (x) the Asset Coverage Ratio of all borrowings of such Borrower after such payments is in compliance with applicable covenants concerning minimum Asset Coverage Ratios set forth in this Agreement and (y) the aggregate amount of all borrowings made to such Borrower then outstanding does not after such payments exceed such limits, as the case may be.

Optional and Mandatory Prepayments. (a) Each The Borrower may prepay the Loans made to itat any time, in whole or in part, without premium or penalty, upon at least one three Business Day’s Days' irrevocable notice to the Administrative AgentBank, specifying the date and amount of prepayment. Upon receipt of any such notice the Administrative Agent shall promptly notify each Lender thereof. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein, together with accrued interest on the amount prepaid and any amounts payable pursuant to Section 3.5. Partial Optional partial prepayments shall be in an aggregate principal amount of at least equal to $100,000100,000 or any whole multiple thereof. (b) If, at any time and All collected funds credited from time to timetime to any account of the Borrower with the Bank shall be applied, either (i) upon collection, to the payment or prepayment of the principal amount of and any interest then due on any Loans then outstanding, and the Borrower hereby authorizes and instructs the Bank to debit any of its accounts with the Bank for the amount of any such payment or prepayment. The Bank shall give credit for all collections (x) for each Borrower other than Designated Borrowerspurposes of calculating interest due hereunder, two (2) Business Days after the Asset Coverage Ratio for such Borrower shall be less than 300%, or receipt and deposit thereof and (y) for each Designated Borrowerall other purposes, in accordance with its internal policies and procedures. (c) If the Asset Coverage Ratio shall be less than Exposure exceeds the Designated Borrower Asset Coverage Ratio Percentage for such Designated Borrower, lesser of (i) the Commitment or (ii) the aggregate amount of all borrowings of a Borrower (including without limitation Borrowing Base at any time, the Loans made to a Borrower) then outstanding exceeds the borrowing limits provided in such Borrower’s Prospectus; then in each case within three Business Days thereafter such Borrower shall repay immediately prepay any outstanding Loans made to such Borrower and, after prepayment in full thereof, Cash Collateralize any outstanding Letters of Credit, to the extent necessary to ensure that eliminate such excess. Any prepayment hereunder shall be accompanied by accrued interest on the amount prepaid and any amounts payable pursuant to Section 3.5. (xd) Any prepayment under this Section 2.8 shall be applied, first, to outstanding Base Rate Loans and Eurodollar Loans with Interest Periods ending on the Asset Coverage Ratio of all borrowings day of such prepayment, if any, and thereafter to any other Eurodollar Loans then outstanding; provided, however, that so long as no Event of Default shall have occurred and be continuing, the Bank shall not apply collected funds to the prepayment of outstanding Eurodollar Loans pursuant to Section 2.8(b) if such prepayment would cause the Borrower after to incur liability to the Bank under Section 3.5. Any such payments is in compliance with applicable covenants concerning minimum Asset Coverage Ratios set forth in this Agreement prepayment shall be applied first to interest then due and (y) the aggregate amount of all borrowings made then to such Borrower then outstanding does not after such payments exceed such limits, as the case may beprincipal.

Optional and Mandatory Prepayments. (a) Each Borrower may may, at any time and from time to time, prepay the Loans made to itLoans, in whole or in part, without premium or penalty, except as set forth in Section 2.6(c), upon notice (it being understood that any such notice, in the case of termination, may be conditioned upon the consummation of a refinancing of the Loans, in which case such notice may be postponed or revoked by the Borrower if such refinancing does not occur) to Lender received (i) in the case of Eurodollar Loans, at least one three Banking Days prior to such prepayment, (ii) in the case of Fixed Rate Loans or ABR Loans, prior to 11:00 a.m. on the Business Day’s notice Day of such proposed pre-payment, in each case to the Administrative AgentLender, specifying the date and amount of prepayment. Upon receipt , and whether the prepayment is of any such notice the Administrative Agent shall promptly notify each Lender Term Loan or the Revolving Loans or a combination thereof, and, if a combination thereof, the amount allocable to each. If any such notice is given, the amount specified in such notice shall be due and payable by the Borrower on the date specified therein, together with accrued interest to such date on the amount prepaid. Partial prepayments shall be in an aggregate principal amount of at least $100,0001,000,000 or a whole multiple of $500,000 in excess thereof. (b) If, at any time and from time to time, either (i) (x) for each Borrower other than Designated Borrowers, the Asset Coverage Ratio for such of Borrower shall be less than 300250%, or (y) for each Designated Borrower, the Asset Coverage Ratio shall be less than the Designated Borrower Asset Coverage Ratio Percentage for such Designated Borrower, or (ii) the aggregate amount Indebtedness of all borrowings of a the Borrower (including without limitation the Loans made to a Borrower) then outstanding exceeds the borrowing is greater than any leverage limits provided in such Borrower’s Prospectus; , then in each case Borrower shall, within three ten (10) Business Days thereafter such Borrower shall of the occurrence thereof, repay the Loans made to such Borrower to the extent necessary to ensure that (x) the Borrower’s Asset Coverage Ratio of all borrowings of such Borrower after such payments payment is at least 300% or less than any such leverage limits provided in compliance with applicable covenants concerning minimum Asset Coverage Ratios set forth in this Agreement and (y) the aggregate amount of all borrowings made to such Borrower then outstanding does not after such payments exceed such limitsBorrower’s Prospectus, as applicable. (c) In the case may beevent that any prepayment of a Eurodollar Loan is made on a date other than the last day of the then current Interest Period with respect thereto, Borrower shall indemnify Lender therefor in accordance with Section 2.14 hereof.

Optional and Mandatory Prepayments. (a) Each The Borrower may may, at any time and from time to time, prepay the Loans made to itLoans, in whole or in part, without premium or penalty, except as set forth in Section 2.6(c), upon at least one Working Day’s irrevocable notice (in the case of Eurodollar Loans) and one Business Day’s irrevocable notice (in the case of ABR Loans), in each case to the Administrative Agent, specifying the date and amount of prepaymenteach prepayment with respect to each Type of Loan being prepaid. Upon receipt of any such notice the The Administrative Agent shall promptly notify each applicable Lender thereofof such prepayment and such Lender’s ratable share thereof (based on its Lender Percentage). If any such notice is given, the amount specified in such notice shall be due and payable by the Borrower on the date specified therein, together with accrued interest to such date on the amount prepaid. Partial prepayments shall be in an aggregate principal amount of at least $100,0001,000,000 or a whole multiple of $500,000 in excess thereof and may only be made, if after giving effect thereto, Section 2.9 shall not have been contravened. (b) If, at any time and from time to time, either (iA) (x) for each Borrower other than Designated Borrowers, the Asset Coverage Ratio for such of the Borrower shall be less than 300%the Minimum Permitted Ratio, or (y) for each Designated Borrower, the Asset Coverage Ratio shall be less than the Designated Borrower Asset Coverage Ratio Percentage for such Designated Borrower, or (iiB) the aggregate amount of all borrowings Indebtedness of a the Borrower (including including, without limitation limitation, the Loans made to a the Borrower) then outstanding exceeds the borrowing limits provided in such the Borrower’s Prospectus; then , then, in each case within three Business Days thereafter such Borrower shall repay Loans made to such Borrower to the extent necessary to ensure that (x) the Asset Coverage Ratio of all borrowings of such Borrower after such payments is in compliance with applicable covenants concerning minimum Asset Coverage Ratios set forth in this Agreement and (y) the aggregate amount of all borrowings made to such Borrower then outstanding does not after such payments exceed such limits, as the case may be.thirty-five

Optional and Mandatory Prepayments. (ai) Each The Borrower may at any time and from time to time prepay the Loans made to itLoans, in whole or in part, without premium or penalty, upon at least one Business Day’s irrevocable notice to the Administrative AgentAgent prior to 11:00 a.m., New York City time, one Business Day prior to such prepayment, specifying the date and amount of prepaymentprepayment and whether the prepayment is of Eurodollar Loans, ABR Loans or a combination thereof, and, if of a combination thereof, the amount allocable to each. Upon receipt of any such notice the Administrative Agent shall promptly notify each affected Lender thereofthereof on the date of receipt of such notice. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein, together with any amounts payable pursuant to subsection 5.11 and, in the case of prepayments of the Term Loans and LOC Loans only, accrued interest to such date on the amount prepaid. Amounts prepaid on account of the Term Loans may not be reborrowed. Partial prepayments shall be in an aggregate principal amount of $3,000,000 or a whole multiple of $1,000,000 in excess thereof. Except as provided in paragraph (ii) below, all optional prepayments of the Term Loans shall be made on a PRO RATA basis between the Tranche A Term Loans and the Tranche B Term Loans and shall be applied to the remaining installments of principal thereof PRO RATA. (ii) Optional prepayments of Term Loans made by the Borrower during any fiscal year pursuant to subsection 5.1(a)(i) out of the portion of Excess Cash Flow for the previous fiscal year not required to be applied to prepay the Term Loans and/or LOC Loans pursuant to subsection 5.1(b) (which portion shall be equal to the product of the Excess Cash Flow for such fiscal year times the percentage obtained by subtracting the Cash Flow Percentage in effect at least $100,000such time from 100%) (with respect to any fiscal year, "BORROWER'S PORTION OF EXCESS CASH FLOW") shall, at the option of the Borrower by written notice to such effect to the Agent, FIRST be allocated between the Tranche A Term Loans and the Tranche B Term Loans in amounts to be determined by the Borrower, SECOND, be applied against the scheduled installments of principal, if any, of the Tranche A Term Loans due within six months of the date of such prepayment and/or against the scheduled installments of principal, if any, of the Tranche B Term Loans due within six months of the date of such prepayment, as the case may be, and, THIRD, be applied to the remaining installments of the Tranche A Term Loans and/or the Tranche B Term Loans, as the case may be, PRO RATA, PROVIDED that, to the extent the Borrower pays any dividends pursuant to subsection 9.7(f), the amount of the Borrower's Portion of Excess Cash Flow available to make prepayments pursuant to this subsection 5.1(a)(ii) shall be reduced by the amount of such dividend payments. (b) IfUnless the Required Lenders otherwise agree, if with respect to any fiscal year of the Borrower, commencing with its fiscal year ending September 27, 1995, the Borrower shall have Excess Cash Flow for such fiscal (i) the Term Loans shall be prepaid in an aggregate amount equal to the Cash Flow Percentage of such Excess Cash Flow and (ii) after the Term Loans shall have been prepaid in full, any outstanding LOC Loans shall be prepaid in an aggregate amount equal to the Cash Flow Percentage of such Excess Cash Flow. For purposes of this subsection 5.1(b), the "CASH FLOW PERCENTAGE" shall be equal to 75%, PROVIDED that, at any time after the aggregate principal amount of Term Loans outstanding (before giving effect to any such prepayment) is less than or equal to $250,000,000 and from time so long as the Consolidated Interest Expense Ratio for the period of four consecutive fiscal quarters ended the last day of the fiscal quarter immediately preceding the date of such prepayment exceeds 3.00 to time, either (i) (x) for each Borrower other than Designated Borrowers1.00, the Asset Coverage Ratio for such Borrower Cash Flow Percentage with respect to Term Loans and LOC Loans shall be less than 30050%, or (y) for each Designated Borrower, the Asset Coverage Ratio . Each such prepayment shall be less than made on or before the Designated Borrower Asset Coverage Ratio Percentage for date which is 90 days after the end of such Designated Borrower, or (ii) fiscal year. In the aggregate amount of all borrowings of a Borrower (including without limitation the Loans made to a Borrower) then outstanding exceeds the borrowing limits provided in such Borrower’s Prospectus; then in each case within three Business Days thereafter such Borrower shall repay Loans made to such Borrower to the extent necessary to ensure event that (x) the Asset Coverage Ratio Borrower makes any optional prepayment of all borrowings Term Loans during any fiscal year (the "BASE YEAR") or the portion of such Borrower after such payments the next succeeding fiscal year preceding the date on which any mandatory prepayment is required to be made in compliance with applicable covenants concerning minimum Asset Coverage Ratios set forth in respect of the Base Year pursuant to this Agreement subsection 5.1(b) and (y) such optional prepayment is applied in accordance with subsection 5.1(a)(i), then the Borrower may credit the amount of any such optional prepayment against (and thereby reduce) the amount of any mandatory prepayment required pursuant to this subsection 5.1(b) in respect of such Base Year by delivering a notice to such effect to the Agent which specifies the dates and amounts of any such optional prepayments, PROVIDED that no such optional prepayment may be credited against any such mandatory prepayment to the extent that such optional prepayment (I) reduced any prior mandatory prepayment pursuant to this subsection 5.1(b) or (II) reduced the amount of any prepayment required to be made with Excess Cash Flow for the relevant fiscal year pursuant to the first sentence of this subsection 5.1(b). (c) Unless the Required Lenders otherwise agree, the Term Loans and, after the Term Loans shall have been prepaid in full, any outstanding LOC Loans shall be prepaid with (i) 100% of the Net Proceeds of (A) any Indebtedness in respect of Sale/Leaseback Transactions permitted under subsection 9.2(e) incurred by the Borrower or any of its Subsidiaries subsequent to the Original Closing Date in respect of an asset owned by the Borrower or any Subsidiary for a period of at least 180 days prior to the incurrence of such Indebtedness or (B) any Indebtedness permitted under subsection 9.2(g) incurred by the Borrower or any of its Subsidiaries subsequent to the Original Closing Date to the extent the aggregate amount of all borrowings Indebtedness outstanding under such subsection exceeds $20,000,000 at such time, (ii) 50% of the Net Proceeds of the issuance of Capital Stock by Holdings or any of its Subsidiaries subsequent to the Original Closing Date (other than the issuance of additional shares of Capital Stock by the Borrower or any of its Subsidiaries to Holdings or any of its Subsidiaries (PROVIDED that such shares of Capital Stock are pledged to the Agent, for the benefit of the Lenders, pursuant to the Pledge Agreements)) and (iii) 100% of the Net Proceeds of any Asset Sale by the Borrower or any of its Subsidiaries permitted under subsection 9.6(b), 9.6(c) (to the extent such Asset Sale constitutes an Asset Sale of Timberland Property) or 9.6(i)(II), PROVIDED that, (x) if the Net Proceeds realized from any such Asset Sale (or series of related Asset Sales) are less than $500,000, such Net Proceeds shall not be applied to the prepayment of the Term Loans pursuant to this subsection, (y) if the Net Proceeds realized from any such Asset Sale exceed $500,000, such Net Proceeds shall not be applied to the prepayment of the Term Loans pursuant to this subsection until such time as the aggregate amount of such Net Proceeds in any fiscal year exceeds $10,000,000 and then such Net Proceeds shall be applied to prepay the Term Loans pursuant to this subsection to the extent such Net Proceeds exceed $10,000,000 in any fiscal year, PROVIDED that, notwithstanding anything to the contrary in this clause (y), such Net Proceeds shall be applied to the prepayment of the Term Loans pursuant to this subsection to the extent such Net Proceeds would otherwise result in "Excess Proceeds" (as defined in Section 4.10 of the Senior Subordinated Note Indenture) exceeding $25,000,000 in the aggregate, and (z) at the option of the Borrower and so long as no Event of Default shall have occurred and be continuing or would be caused thereby, the Borrower may use or cause the appropriate Subsidiary to use the Net Proceeds of any Asset Sale permitted under subsection 9.6(b) to purchase assets of the same general kind as those disposed of in such Asset Sale ("QUALIFIED ASSETS") within one year after the consummation of such Asset Sale. In the event the Borrower elects to exercise its right to purchase Qualified Assets with the Net Proceeds of an Asset Sale pursuant to this subsection 5.1(c), the Borrower shall promptly deliver a certificate of a Responsible Officer to the Agent setting forth the amount of the Net Proceeds which the Borrower expects to use to purchase Qualified Assets during the subsequent one year period. On the date which is one year after the relevant Asset Sale, the Borrower shall (I) deliver a certificate of a Responsible Officer to the Agent certifying as to the amount and use of such Net Proceeds actually used to purchase Qualified Assets (which amount of Net Proceeds so used, to the extent that it would otherwise be included in any computation of Net Proceeds from Asset Sales pursuant to clause (y) of the proviso to the first sentence of this subsection, shall be excluded from such computation) and (II) deliver to the Agent, for application in accordance with this subsection 5.1(c), an amount equal to the remaining unused Net Proceeds. Except as otherwise provided in this subsection 5.1(c) or in subsection 5.1(e), each prepayment pursuant to this subsection 5.1(c) shall be made on the third Business Day following receipt of the Net Proceeds from (a) the incurrence of Indebtedness, (b) issuance of Capital Stock or (c) after and to the extent the Net Proceeds of an Asset Sale are required to be applied to prepay the Term Loans and/or LOC Loans pursuant to subsection 5.1(c)(iii), such Borrower then outstanding does not after such payments exceed such limitsAsset Sale, as the case may be. (d) Subject to subsection 5.1(e), prepayments of the Term Loans pursuant to subsection 5.1(b) and 5.1(c) shall be applied to the prepayment of the Tranche A Term Loans and the Tranche B Term Loans PRO RATA and shall be applied to the remaining installments thereof on a PRO RATA basis. Prepayments of outstanding LOC Loans pursuant to subsection 5.1(b) and 5.1(c) shall be applied to the prepayment of such LOC Loans PRO RATA. Amounts to be applied pursuant to this subsection 5.1(d) to the prepayment of Term Loans and/or LOC Loans shall be applied, as applicable, first to reduce outstanding Term Loans and/or LOC Loans which are ABR Loans. Any amounts remaining after each such application shall, at the option of the Borrower, be applied to prepay Term Loans and/or LOC Loans which are Eurodollar Loans immediately and/or shall be deposited in the Prepayment Account (as defined below). The Agent shall apply any cash deposited in the Prepayment Account (i) allocable to Term Loans to prepay Term Loans which are Eurodollar Loans and (ii) allocable to LOC Loans to prepay LOC Loans which are Eurodollar Loans, in each case on the last day of the respective Interest Periods therefor (or, at the direction of the Borrower, on any earlier date) until all outstanding Term Loans and/or LOC Loans which are Eurodollar Loans have been prepaid or until all cash on deposit in the Prepayment Account with respect to such Loans has been exhausted. For purposes of this Agreement, the term "PREPAYMENT ACCOUNT" shall mean an account established by the Borrower with the Agent and over which the Agent shall have exclusive dominion and control, including the right of withdrawal for application in accordance with this subsection 5.1(d). The Agent will, at the request of the Borrower, invest amounts on deposit in the Prepayment Account in Cash Equivalents that mature prior to the last day of the applicable Interest Periods of the Eurodollar Loans to be prepaid, PROVIDED that the Agent shall not be required to make any investment that, in its sole judgment, would require or cause the Agent to be in, or would result in any, violation of any Requirement of Law and (ii) the Agent shall have no obligation to invest amounts on deposit in the Prepayment Account if a Default or Event of Default shall have occurred and be continuing. The Borrower shall indemnify the Agent for any losses relating to the investments so that the amount available to prepay Eurodollar Loans on the last day of the applicable Interest Periods therefor is not less than the amount that would have been available had no investments been made. Other than any interest earned on such investments, the Prepayment Account shall not bear interest. Interest or profits, if any, on such investments shall be deposited and reinvested and disbursed as described above. If the maturity of the Loans has been accelerated pursuant to Section 11, the Agent shall first apply all amounts on deposit in the Prepayment Account to prepay the outstanding Tranche A Term Loans and the Tranche B Term Loans PRO RATA and, then, to prepay any outstanding LOC Loans. The Borrower hereby grants to the Agent, for its benefit and the benefit of the Lenders, a security interest in the Prepayment Account to secure the Obligations.

Optional and Mandatory Prepayments. (a) Each The Borrower may may, at any time and from time to time, prepay the Loans made to itLoans, in whole or in part, without premium or penalty, except as set forth in Section 2.6(c), upon at least three Working Days’ irrevocable notice (in the case of Eurodollar Loans), three Business Days’ irrevocable notice (in the case of Fixed Rate Loans) and one Business Day’s irrevocable notice (in the case of ABR Loans), in each case to the Administrative AgentLender, specifying the date and amount of prepayment. Upon receipt , and whether the prepayment is of any such notice Eurodollar Loans, Fixed Rate Loans, ABR Loans or a combination thereof, and, if a combination thereof, the Administrative Agent shall promptly notify each Lender thereofamount allocable to each. If any such notice is given, the amount specified in such notice shall be due and payable by the Borrower on the date specified therein, together with accrued interest to such date on the amount prepaid. Partial prepayments shall be in an aggregate principal amount of at least $100,0001,000,000 or a whole multiple of $500,000 in excess thereof and may only be made, if after giving effect thereto, Section 2.13(c) shall not have been contravened. (b) (i) If, at any time and from time to time, either (iA) (x) for each Borrower other than Designated Borrowers, the Asset Coverage Ratio for such of the Borrower shall be less than 300%the Minimum Permitted Ratio, or (y) for each Designated Borrower, the Asset Coverage Ratio shall be less than the Designated Borrower Asset Coverage Ratio Percentage for such Designated Borrower, or (iiB) the aggregate amount of all borrowings Indebtedness of a the Borrower (including including, without limitation limitation, the Loans made to a the Borrower) then outstanding exceeds the borrowing limits provided in such the Borrower’s Prospectus; then , then, in each case within three Business Days thereafter such thirty-five (35) calendar days thereafter, the Borrower shall repay Indebtedness (which may or may not include repayment of the Loans made to such Borrower the Borrower) to the extent necessary to ensure that (x) the Asset Coverage Ratio of all borrowings of such Borrower after such payments is in compliance with applicable covenants concerning minimum Asset Coverage Ratios set forth in this Agreement and (y) the aggregate amount of all borrowings made to such Borrower then outstanding does not after such payments exceed such limits, as the case may beSection 5.10.

Optional and Mandatory Prepayments. (a) Each The Borrower may at any time and from time to time prepay the Term Loans made to it, in whole or in part, subject to Subsection 4.12, without premium or penaltypenalty (except as provided in Subsection 4.5(b)), upon notice by the Borrower to the Administrative Agent prior to 1:00 P.M., New York City time three Business Days prior to the date of prepayment (in the case of Eurodollar Loans), or prior to 12:00 P.M., New York City time at least one Business Day’s notice Day prior to the Administrative Agentdate of prepayment (in the case of ABR Loans). Such notice shall specify, specifying in the case of any prepayment of Term Loans, the applicable Tranche being repaid, and if a combination thereof, the principal amount allocable to each, the date and amount of prepaymentprepayment and whether the prepayment is of Eurodollar Loans or ABR Loans or a combination thereof, and, in each case if a combination thereof, the principal amount allocable to each. Any such notice may state that such notice is conditioned upon the occurrence or non-occurrence of any event specified therein (including the effectiveness of other credit facilities), in which case such notice may be revoked by the Borrower (by written notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Upon the receipt of any such notice the Administrative Agent shall promptly notify each affected Lender thereof. If any such notice is givengiven and not revoked, the amount specified in such notice shall be due and payable on the date specified therein, together with (if a Eurodollar Loan is prepaid other than at the end of the Interest Period applicable thereto) any amounts payable pursuant to Subsection 4.12. Partial prepayments pursuant to this Subsection 4.4(a) shall be in multiples of $1.0 million; provided that, notwithstanding the foregoing, any Term Loan may be prepaid in its entirety. Each prepayment of Initial Term Loans pursuant to this Subsection 4.4(a) made on or prior to the first anniversary of the Closing Date in connection with a Repricing Transaction shall be accompanied by the payment of the fee required by Subsection 4.5(b). (i) The Borrower shall, in accordance with Subsection 4.4(c), prepay the Term Loans to the extent required by Subsection 8.4(b) (subject to Subsection 8.4(c)), (ii) if on or after the Closing Date, the Borrower or any of its Restricted Subsidiaries shall Incur Indebtedness for borrowed money (excluding Indebtedness permitted pursuant to Subsection 8.1), the Borrower shall, in accordance with Subsection 4.4(c), prepay the Term Loans in an amount equal to 100.0% of the Net Cash Proceeds thereof minus the portion of such Net Cash Proceeds applied (to the extent Borrower or any of its Subsidiaries is required by the terms thereof) to prepay, repay or purchase other Indebtedness that is pari passu with the Term Loan Facility Obligations on a pro rata basis with the Term Loans, in each case with such prepayment to be made on or before the fifth Business Day following notice given to each Lender of the Prepayment Date, as contemplated by Subsection 4.4(d), and (iii) the Borrower shall, in accordance with Subsection 4.4(c), prepay the Term Loans within 120 days following the last day of the immediately preceding Fiscal Year (commencing with the Fiscal Year ending on or about December 31, 2012) (each, an “ECF Payment Date”), in an amount equal to (1) 50.0% (as may be adjusted pursuant to the last proviso of this clause (iii)) of the Borrower’s Excess Cash Flow for such Fiscal Year minus (2) the sum of (w) the aggregate principal amount of at least $100,000Term Loans (including Incremental Term Loans) and Incremental Revolving Loans to the extent accompanied by a corresponding permanent Incremental Revolving Commitment reduction prepaid pursuant to Subsection 4.4(a) during such Fiscal Year (which, in any event, shall not include any designated prepayment pursuant to clause (x) below), (x) the aggregate principal amount of Term Loans (including Incremental Term Loans) and Incremental Revolving Loans to the extent accompanied by a corresponding permanent Incremental Revolving Commitment reduction prepaid pursuant to Subsection 4.4(a) during the period beginning with the day following the last day of such Fiscal Year and ending on the ECF Payment Date and stated by the Borrower as prepaid pursuant to this Subsection 4.4(b)(iii) (provided that no prepayments made pursuant to Subsection 4.4(h) or the other clauses of this Subsection 4.4(b) shall be so designated), (y) any ABL Facility Loans prepaid to the extent accompanied by a corresponding permanent commitment reduction under the ABL Facility during such Fiscal Year (which, in any event, shall not include any designated prepayment pursuant to clause (z) below), and (z) the aggregate principal amount of ABL Facility Loans prepaid to the extent accompanied by a corresponding permanent commitment reduction under the ABL Facility during the period beginning with the day following the last day of such Fiscal Year and ending on the ECF Payment Date and stated by the Borrower as prepaid pursuant to this Subsection 4.4(b)(iii) (provided that no prepayments made pursuant to the other clauses of this Subsection 4.4(b) shall be so designated), in each case, excluding prepayments funded with proceeds from the Incurrence of long-term Indebtedness (including a revolving credit facility); provided that such percentage in clause (1) above shall be reduced to 0% if the Consolidated Net Leverage Ratio as of the last day of the immediately preceding Fiscal Year was less than 5.75:1.00. Nothing in this Subsection 4.4(b) shall limit the rights of the Agents and the Lenders set forth in Section 9. (c) Subject to the last sentence of Subsection 4.4(d) and Subsection 4.4(g), each prepayment of Term Loans pursuant to Subsections 4.4(a) and (b) Ifshall be allocated pro rata among the Initial Term Loans, the Incremental Term Loans and the Extended Term Loans and shall be applied within each Tranche of Term Loans to the respective installments of principal thereof in the manner directed by the Borrower (or, if no such direction is given, in direct order of maturity); provided, that at the request of the Borrower, in lieu of such application on a pro rata basis among all Tranches of Term Loans, such prepayment may be applied to any Tranche of Term Loans so long as the maturity date of such Tranche of Term Loans precedes the maturity date of each other Tranche of Term Loans then outstanding or, in the event more than one Tranche of Term Loans shall have an identical maturity date that precedes the maturity date of each other Tranche of Term Loans then outstanding, to such Tranches on a pro rata basis. (d) The Borrower shall give notice to the Administrative Agent of any mandatory prepayment of the Term Loans (x) pursuant to Subsection 4.4(b)(iii), three Business Days prior to the date on which such payment is due and (y) pursuant to Subsection 4.4(b)(i) or (ii), promptly (and in any event within five Business Days) upon becoming obligated to make such prepayment. Such notice shall state that the Borrower is offering to make or will make such mandatory prepayment (i) in the case of mandatory prepayments pursuant to Subsection 4.4(b)(i), on or before the date specified in Subsection 8.4(b) and (ii) in the case of mandatory prepayments pursuant to Subsection 4.4(b)(ii) or (iii), on or before the date specified in Subsection 4.4(b)(ii) or (iii), as the case may be (each, a “Prepayment Date”). Once given, such notice shall be irrevocable and all amounts subject to such notice shall be due and payable on the Prepayment Date (except as otherwise provided in the last sentence of this Subsection 4.4(d)). Upon receipt by the Administrative Agent of such notice, the Administrative Agent shall immediately give notice to each Lender of the prepayment and the Prepayment Date. The Borrower (in its sole discretion) may give each Lender the option (in its sole discretion) to elect to decline any such prepayment by giving notice of such election in writing to the Administrative Agent by 11:00 A.M., New York City time, on the date that is three Business Days prior to the Prepayment Date. Upon receipt by the Administrative Agent of such notice, the Administrative Agent shall immediately notify the Borrower of such election. Any amount so declined by any Lender shall be retained by the Borrower and its Restricted Subsidiaries and/or applied by the Borrower or any of its Restricted Subsidiaries in any manner not inconsistent with this Agreement. (e) Amounts prepaid on account of Term Loans pursuant to Subsection 4.4(a), (b) or (h) may not be reborrowed. (f) Notwithstanding the foregoing provisions of this Subsection 4.4, if at any time any prepayment of the Term Loans pursuant to Subsection 4.4(a) or (b) would result, after giving effect to the procedures set forth in this Agreement, in the Borrower incurring breakage costs under Subsection 4.12 as a result of Eurodollar Loans being prepaid other than on the last day of an Interest Period with respect thereto, then, the Borrower may, so long as no Default or Event of Default shall have occurred and from time to timebe continuing, either in its sole discretion, initially (i) deposit a portion (xup to 100.0%) of the amounts that otherwise would have been paid in respect of such Eurodollar Loans with the Administrative Agent (which deposit must be equal in amount to the amount of such Eurodollar Loans not immediately prepaid), to be held as security for each the obligations of the Borrower other than Designated Borrowers, to make such prepayment pursuant to a cash collateral agreement to be entered into on terms reasonably satisfactory to the Asset Coverage Ratio for Administrative Agent with such Borrower cash collateral to be directly applied upon the first occurrence thereafter of the last day of an Interest Period with respect to such Eurodollar Loans (or such earlier date or dates as shall be less than 300%, or (yrequested by the Borrower) for each Designated Borrower, the Asset Coverage Ratio shall be less than the Designated Borrower Asset Coverage Ratio Percentage for such Designated Borrower, or (ii) make a prepayment of the aggregate Term Loans in accordance with Subsection 4.4(a) with an amount equal to a portion (up to 100.0%) of the amounts that otherwise would have been paid in respect of such Eurodollar Loans (which prepayment, together with any deposits pursuant to clause (i) above, must be equal in amount to the amount of all borrowings such Eurodollar Loans not immediately prepaid); provided that, in the case of a Borrower either clause (including without limitation i) or (ii) above, such unpaid Eurodollar Loans shall continue to bear interest in accordance with Subsection 4.1 until such unpaid Eurodollar Loans or the Loans made to a Borrower) then outstanding exceeds the borrowing limits provided in such Borrower’s Prospectus; then in each case within three Business Days thereafter such Borrower shall repay Loans made to such Borrower to the extent necessary to ensure that (x) the Asset Coverage Ratio of all borrowings related portion of such Borrower after such payments is in compliance with applicable covenants concerning minimum Asset Coverage Ratios set forth in this Agreement and (y) the aggregate amount of all borrowings made to such Borrower then outstanding does not after such payments exceed such limitsEurodollar Loans, as the case may be, have or has been prepaid. (g) Notwithstanding anything to the contrary herein, this Subsection 4.4 may be amended (and the Lenders hereby irrevocably authorize the Administrative Agent to enter into any such amendments) to the extent necessary to reflect differing amounts payable, and priorities of payments, to Lenders participating in any new classes or tranches of Term Loans added pursuant to Subsections 2.6 and 2.8, as applicable. (h) Notwithstanding anything in any Loan Document to the contrary, so long as no Event of Default under Subsection 9.1(a) or (f) has occurred and is continuing, the Borrower may prepay the outstanding Term Loans on the following basis: (i) The Borrower shall have the right to make a voluntary prepayment of Term Loans at a discount to par (such prepayment, the “Discounted Term Loan Prepayment”) pursuant to a Borrower Offer of Specified Discount Prepayment, a Borrower Solicitation of Discount Range Prepayment Offers, or a Borrower Solicitation of Discounted Prepayment Offers, in each case made in accordance with this Subsection 4.4(h); provided that (x) at the time of such Discounted Term Loan Prepayment, after giving effect thereto, Total Liquidity is equal to or greater than $100.0 million, (y) the Borrower shall not initiate any action under this Subsection 4.4(h) in order to make a Discounted Term Loan Prepayment unless (1) at least ten Business Days shall have passed since the consummation of the most recent Discounted Term Loan Prepayment as a result of a prepayment made by the Borrower on the applicable Discounted Prepayment Effective Date or (2) at least three Business Days shall have passed since the date the Borrower was notified that no Lender was willing to accept any prepayment of any Term Loan at the Specified Discount, within the Discount Range or at any discount to par value, as applicable, or in the case of Borrower Solicitation of Discounted Prepayment Offers, the date of the Borrower’s election not to accept any Solicited Discounted Prepayment Offers made by a Lender. Any Term Loans prepaid pursuant to this Subsection 4.4(h) shall be immediately and automatically cancelled.

Optional and Mandatory Prepayments. (a) Each The Borrower may shall have the right at any time and from time to time to prepay the Loans made to itany Borrowing, in whole or in part, without premium or penalty, upon at least one Business Day’s by giving irrevocable written notice (or telephonic notice promptly confirmed in writing) to the Administrative AgentAgent no later than (i) in the case of prepayment of any Eurodollar Borrowing, specifying 2:00 p.m. not less than three (3) Business Days prior to any such prepayment, (ii) in the case of any prepayment of any Base Rate Borrowing, 12:00 noon on the date of such prepayment, (iii) in the case of Swingline Borrowings, prior to 2:00 p.m. on the date of such prepayment and (iv) in the case of payments in any Acceptable Currency other than Dollars, no later than 11:00 a.m. (at the office of the Administrative Agent’s account for payments in such currency) in the Administrative Agent’s account. Each such notice shall be irrevocable and shall specify the proposed date of such prepayment, the principal amount of prepaymenteach Borrowing or portion thereof to be prepaid and the applicable Tranche thereof, if any. Upon receipt of any such notice notice, the Administrative Agent shall promptly notify each affected Lender thereofof the contents thereof and of such Lender’s Pro Rata Share of any such prepayment. If any such notice is given, the aggregate amount specified in such notice shall be due and payable on the date specified thereindesignated in such notice, together with accrued interest to such date on the amount so prepaid in accordance with Section 2.14(d); provided, that if a Eurodollar Borrowing is prepaid on a date other than the last day of an Interest Period applicable thereto, the Borrower shall also pay all amounts required pursuant to Section 2.20. Partial prepayments Each partial prepayment of any Loan (other than a Swingline Loan) shall be in an aggregate amount that would be permitted in the case of an advance of a Revolving Borrowing of the same Type pursuant to Section 2.2 or in the case of a Swingline Loan pursuant to Section 2.5. If the Borrower does not, or is unable for any reason to, effect payment to any Issuing Bank or Lenders in the applicable currency or if the Borrower shall default in the payment when due of any payment in such currency, such Issuing Bank or Lenders may, at their option, require such payment to be made to such Issuing Bank or Lenders in the Dollar Equivalent of such currency determined in accordance with Section 10.16. With respect to any amount due and payable in Euros, Pounds, or other Acceptable Currencies, the Borrower agrees to hold the Issuing Banks and the Lenders harmless from any losses, if any, that are actually incurred by the Issuing Banks and the Lenders arising from any change in the value of Dollars in relation to such currency between the date such payment became due and the date of payment thereof (other than losses incurred by any such Issuing Bank or Lender due to the gross negligence or willful misconduct of such Issuing Bank or Lender). Each prepayment of a Borrowing shall be applied ratably to the Loans comprising such Borrowing, and in the case of a prepayment of a Term Loan Borrowing, to principal amount installments as specified by the Borrower. Notwithstanding the foregoing, each prepayment of at least $100,000a Revolving Borrowing made prior to the Non-Extended Revolving Commitment Termination Date shall be applied pro rata to the Non-Extended Revolving Commitments and the Extended Revolving Commitments. (b) IfIf on any date the Borrower or any of its Subsidiaries shall receive Net Cash Proceeds in excess of $10,000,000 in any Fiscal Year from any Asset Sale or Recovery Event then, unless a Reinvestment Notice shall have been delivered previously to the Administrative Agent in respect thereof, such Net Cash Proceeds shall immediately be applied to the prepayment of the Obligations in accordance with clause (e) below; provided, that on each Reinvestment Prepayment Date, an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied to the prepayment of Loans. (c) If on any date the Borrower or any of its Subsidiaries shall receive Net Cash Proceeds from any equity issuance (other than equity issuances pursuant to stock incentive plans or other equity award agreements for employees of the Borrower or a Subsidiary and Investments permitted under Section 7.4 that consist of equity issued on an intercompany basis among the Borrower and its Subsidiaries) or from the issuance of Permitted Subordinated Debt, and the proceeds thereof are not applied to an Acquisition permitted herein within ninety (90) days of such issuance, then in such event, such Net Cash Proceeds shall immediately be applied to the prepayment of the Obligations in accordance with clause (e) below. (d) Within 15 days after the delivery to the Agent of the annual audited financial statements for any Fiscal Year, commencing with the 2007 Fiscal Year, and no later than 90 days after the last day of such Fiscal Year, Borrower shall immediately prepay the Obligations in accordance with clause (e) below by an amount equal to 50% of Excess Cash Flow for such Fiscal Year; provided, however, that no such prepayment shall be required if the ratio of Consolidated Total Funded Debt to Consolidated EBITDA as of the last day of such Fiscal Year is less than 3.50 to 1.0. (e) Any prepayments made by the Borrower pursuant to Sections 2.13(b), (c) or (d) 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 reimbursable expenses of the Lenders and all fees and reimbursable expenses of the Issuing Banks 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 and fees then due and payable hereunder, pro rata to the Lenders based on their respective pro rata shares of such interest and fees; fourth, to the principal balance of the Term Loans, until the same shall have been paid in full, pro rata to the Lenders based on their Pro Rata Shares of the Term Loans, and applied to installments of the Term Loans in inverse order of maturity; fifth, to the principal balance of the Swing Line Loans, until the same shall have been paid in full, to the Swingline Lender, sixth, 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 seventh, to cash collateralize the Letters of Credit in accordance with Section 2.24(g) in an amount in cash equal to the LC Exposure as of such date plus any accrued and unpaid fees thereon. The Revolving Commitments of the Lenders shall not be permanently reduced by the amount of any prepayments made pursuant to clauses fifth through seventh above, unless an Event of Default has occurred and is continuing and the Required Revolving Lenders so request. (f) If at any time and from time the Non-Extended Revolving Credit Exposure of all Lenders exceeds the Aggregate Non-Extended Revolving Commitment Amount, as reduced pursuant to time, either (i) (x) for each Borrower other than Designated BorrowersSection 2.10 or otherwise, the Asset Coverage Ratio for such Borrower shall be less than 300%immediately repay Non-Extended Revolving Loans in an amount equal to such excess, together with all accrued and unpaid interest on such excess amount and any amounts due under Section 2.20, applied first to Base Rate Loans to the full extent thereof and then to Eurodollar Loans to the full extent thereof. If at any time the Dollar Equivalent of the Extended Revolving Credit Exposure of all Lenders exceeds the Aggregate Extended Revolving Commitment Amount, as reduced pursuant to Section 2.10 or (y) for each Designated Borrowerotherwise, the Asset Coverage Ratio Borrower shall immediately repay Swingline Loans and Extended Revolving Loans in an amount equal to such excess, together with all accrued and unpaid interest on such excess amount and any amounts due under Section 2.20, applied first to Swingline Loans to the full extent thereof, second to 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 Extended Revolving Loans, the Extended Revolving Credit Exposure of all Lenders exceeds the Aggregate Extended Revolving Commitment Amount, the Borrower shall Cash Collateralize its reimbursement obligations with respect to the Letters of Credit by depositing cash collateral in an amount equal to such excess plus any accrued and unpaid fees thereon. Such account shall be less than the Designated Borrower Asset Coverage Ratio Percentage for such Designated Borrower, or (iiadministered in accordance with Section 2.24(g) the aggregate amount of all borrowings of a Borrower (including without limitation the Loans made to a Borrower) then outstanding exceeds the borrowing limits provided in such Borrower’s Prospectus; then in each case within three Business Days thereafter such Borrower shall repay Loans made to such Borrower to the extent necessary to ensure that (x) the Asset Coverage Ratio of all borrowings of such Borrower after such payments is in compliance with applicable covenants concerning minimum Asset Coverage Ratios set forth in this Agreement and (y) the aggregate amount of all borrowings made to such Borrower then outstanding does not after such payments exceed such limits, as the case may behereof.

Optional and Mandatory Prepayments. (ai) Each Borrower Upon notice given as provided in Section 5b, the Company, at its option, may prepay the Loans made Notes as a whole (or from time to ittime in part in integral multiples of $50,000), in whole or in parteach case at the principal amount so to be prepaid, without premium or penalty, upon at least one Business Day’s notice together with interest accrued thereon to the Administrative Agentdate fixed for such prepayment. It is understood that the Company intends to use a portion of the net proceeds of any issuance and sale of equity securities to repay all or a portion of the Notes. It is further understood that the Company's ability to make any such prepayment may be limited or prohibited at any particular time by the terms of the Company's then outstanding Senior Indebtedness. (ii) Upon (x) the occurrence of a Change of Control or (y) the incurrence by the Company of any indebtedness for borrowed money that is duly created in accordance with the terms of a contemporaneous writing (other than Senior Indebtedness or indebtedness contemplated hereby), specifying then in each case upon written request of the holders of 100% of the Notes at the time outstanding, given not less than thirty (30) days prior to the date and amount of prepayment. Upon receipt of any such notice the Administrative Agent shall promptly notify each Lender thereof. If any such notice is given, the amount specified in such notice as the prepayment date, the Company shall be due and payable on prepay the date specified therein. Partial prepayments shall be in an aggregate entire principal amount of the Notes then outstanding (or, in the case of clause (y), the net proceeds of the incurrence of such indebtedness, if less); provided that the Company shall have no such obligation to so prepay the Notes unless and until (a) the Company has legally available funds to make such a prepayment, and (b) the Company is permitted to make such payment pursuant to the terms of Section 8 hereof and all Senior Indebtedness at least $100,000the time outstanding. (biii) If, at In the event the principal amount of any time and from time to time, either (i) (x) for each Borrower other than Designated Borrowers, the Asset Coverage Ratio for such Borrower shall be less than 300%, or (y) for each Designated Borrower, the Asset Coverage Ratio shall be prepayment is less than the Designated Borrower Asset Coverage Ratio Percentage for such Designated Borroweroutstanding principal amount all of the Notes at the time outstanding, or (ii) the aggregate Company will allocate the principal amount of so to be prepaid among all borrowings of a Borrower (including without limitation the Loans made to a Borrower) then outstanding exceeds the borrowing limits provided Notes in such Borrower’s Prospectus; then in each case within three Business Days thereafter such Borrower shall repay Loans made to such Borrower proportion to the extent necessary to ensure that (x) the Asset Coverage Ratio of all borrowings of such Borrower after such payments is in compliance with applicable covenants concerning minimum Asset Coverage Ratios set forth in this Agreement and (y) the aggregate amount of all borrowings made to such Borrower then outstanding does not after such payments exceed such limits, as the case may berespective unpaid principal amounts thereof.