Common use of Optional and Mandatory Prepayments Clause in Contracts

Optional and Mandatory Prepayments. (a) Borrower may prepay without premium or penalty a Prime Rate Loan, in whole or in part, with accrued interest to the date of such prepayment on the amount prepaid, provided that, each partial prepayment shall be in a principal amount of not less than One Hundred Thousand Dollars ($100,000) (each such payment, a “Prime Rate Optional Prepayment”). (b) Borrower may prepay without premium or penalty but subject to the provisions of Section 13.03 hereof a Eurodollar Loan, in whole or in part, with accrued interest to the date of such prepayment on the amount paid, provided that, each partial prepayment shall be in a principal amount of not less than One Million Five Hundred Thousand Dollars ($1,500,000) (each such payment, a “Eurodollar Optional Prepayment”, and together with each Prime Rate Optional Prepayment, collectively, an “Optional Prepayment”). (c) During the term of this Agreement, Borrower shall make mandatory prepayments (i) in an amount equal to the net proceeds received in any Fiscal Year in excess of Fifteen Million Dollars ($15,000,000) in the aggregate, from the sale (other than a sale in the ordinary course of business) of all or any part of the assets of the Borrower or any Restricted Subsidiary; (ii) in an amount equal to the net proceeds received by Borrower or any Restricted Subsidiary from the sale or issuance of any debt instrument, and (iii) in an amount equal to the net proceeds received by Borrower or any Restricted Subsidiary under any insurance policy, to the extent that, in the case of property and casualty insurance, such proceeds are not used by Borrower or such Restricted Subsidiary to repair or replace the property which was the subject of such insurance claim, with a reasonable period of time but in no event later than six (6) months from the date such proceeds are received by the Borrower or such Subsidiary, unless Borrower or such Subsidiary has taken action to effect such repair or replacement, as determined by the Agent in good faith, or unless otherwise agreed to by the Agent. With respect to prepayments received by the Agent for the ratable benefit of Banks under this Section 2.08(c), such prepayments shall be applied first, to the then outstanding Revolving Credit Loans, second, to the repayment of the Term Loan if it remains outstanding, and third, at the discretion of Agent, to be held as Cash Collateral to secure Letter of Credit Obligations. (d) To the extent that, at any given time, (i) the Outstanding Credit Facilities exceed the then effective Revolving Credit Commitment, or (ii) the Outstanding Credit Facilities minus amounts outstanding under the Term Loan, if any, exceed the sum of the Availability for Revolving Credit Loans plus the Letter of Credit Obligations, or (iii) the Revolving Credit Loans exceed the Availability for Revolving Credit Loans, or (iv) the Obligations exceed any of the other borrowing limitations set forth in this Agreement, in each case the Borrower shall immediately pay to the Agent for the ratable benefit of the Banks a mandatory prepayment of the Revolving Credit Loans in an amount equal to such excess and/or Borrower shall immediately provide Cash Collateral for the Letter of Credit Obligations to the extent required to eliminate such excess. Any Cash Collateral deposited with the Agent for the ratable benefit of the Banks in accordance with the terms of this Section 2.08 shall be credited, for purposes of the calculation of Availability for Revolving Credit Loans under Section 2.01 hereof, against the outstanding Letter of Credit Obligations subject to Section 2.08(e) hereof. (e) In the event Eurodollar Loans are outstanding at the time of any mandatory prepayment under this Section 2.08 hereof, such mandatory prepayment shall be applied first to reduce any Prime Rate Loans outstanding to zero. Any remaining mandatory prepayment amount shall be deemed to be Cash Collateral and shall be deposited by Agent in a segregated account to be applied to the Eurodollar Loans. The Cash Collateral in such segregated account shall represent a reduction of the Eurodollar Loans then outstanding and such amount shall be credited against Revolving Credit Loans for purposes of calculating Availability for Revolving Credit Loans. Agent shall hold such amounts in such segregated account and use it to pay the Eurodollar Loans as such loans mature. If the amounts in the segregated account are sufficient to pay (at maturity) the then outstanding Eurodollar Loans, any remaining mandatory prepayment shall then be applied to Letter of Credit Obligations in accordance with Section 2.08(d) hereof. (f) Borrower may, without premium or penalty, reduce the Revolving Credit Commitment to an amount not less than the sum of the aggregate unpaid principal amount of all Revolving Credit Loans, the Term Loan and the Letter of Credit Obligations then outstanding. Each such reduction (i) shall be in an amount which is an integral multiple of One Million Dollars ($1,000,000), (ii) shall be made providing not less than ten (10) Banking Days written notice to Agent, which notice shall state the amount of the payment to be made and shall conform to the amount of the Revolving Credit Commitment after giving effect to such payment, (iii) shall reduce, on a permanent basis, the Revolving Credit Commitment by an amount equal to the amount of such reduction, and (iv) shall be irrevocable. Except as otherwise provided in Section 2.01(b) hereof, once reduced the Revolving Credit Commitment may not be increased. Borrower may reduce the Revolving Credit Commitment to Zero Dollars ($0) provided the Revolving Credit Termination Date occurs simultaneously therewith. (g) Any prepayments of the Term Loan pursuant hereto shall be applied to reduce scheduled principal payments required under Section 2.07(b) hereof, on a pro-rata basis among the scheduled principal payments remaining to be made.

Optional and Mandatory Prepayments. (a) The Borrower may may, at any time and from time to time, prepay without premium or penalty a Prime Rate Loanthe Loans, in whole or in part, without premium or penalty, except as set forth in Section 2.6(c) and 2.6(d), upon at least three Working Days’ irrevocable notice (in the case of any Eurodollar Loan) and one Business Day’s irrevocable notice (in the case of any ABR Loan or Fixed-Rate Loan), specifying the date and amount of prepayment, and whether the prepayment is of Eurodollar Loans, ABR Loans, the Fixed-Rate Loan, or 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 the such date of such prepayment on the amount prepaid, provided that, each partial prepayment . Partial prepayments shall be in a an aggregate principal amount of $1,000,000 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 less than One Hundred Thousand Dollars ($100,000) (each such payment, a “Prime Rate Optional Prepayment”)have been contravened. (b) If, at any time, either (A) the Asset Coverage Ratio of the Borrower may prepay shall be less than the Minimum Permitted Ratio, or (B) the aggregate amount of all Indebtedness of the Borrower (including, without premium or penalty but subject limitation, the Loans made to the provisions of Section 13.03 hereof a Eurodollar LoanBorrower) then outstanding exceeds the limits provided in the Borrower’s Prospectus, then, in whole or in parteach case within thirty-five (35) calendar days thereafter, with accrued interest the Borrower shall repay the Loans and/or other Indebtedness to the date of extent necessary to ensure that (x) the Borrower’s Asset Coverage Ratio after such prepayment on payments is in compliance with this Agreement or (y) the amount paid, provided that, each partial prepayment shall be in a principal aggregate amount of all Indebtedness of the Borrower then outstanding does not less than One Million Five Hundred Thousand Dollars ($1,500,000) (each after such paymentpayments exceed such limits provided in the Borrower’s Prospectus, a “Eurodollar Optional Prepayment”, and together with each Prime Rate Optional Prepayment, collectively, an “Optional Prepayment”)as the case may be. (c) During In the term event that any prepayment of this Agreementany Eurodollar Loan is required or permitted on a date other than the last day of the then current Interest Period with respect thereto, Borrower shall make mandatory prepayments (i) indemnify Lender therefor in an amount equal to the net proceeds received in any Fiscal Year in excess of Fifteen Million Dollars ($15,000,000) in the aggregate, from the sale (other than a sale in the ordinary course of business) of all or any part of the assets of the Borrower or any Restricted Subsidiary; (ii) in an amount equal to the net proceeds received by Borrower or any Restricted Subsidiary from the sale or issuance of any debt instrument, and (iii) in an amount equal to the net proceeds received by Borrower or any Restricted Subsidiary under any insurance policy, to the extent that, in the case of property and casualty insurance, such proceeds are not used by Borrower or such Restricted Subsidiary to repair or replace the property which was the subject of such insurance claim, accordance with a reasonable period of time but in no event later than six (6) months from the date such proceeds are received by the Borrower or such Subsidiary, unless Borrower or such Subsidiary has taken action to effect such repair or replacement, as determined by the Agent in good faith, or unless otherwise agreed to by the Agent. With respect to prepayments received by the Agent for the ratable benefit of Banks under this Section 2.08(c), such prepayments shall be applied first, to the then outstanding Revolving Credit Loans, second, to the repayment of the Term Loan if it remains outstanding, and third, at the discretion of Agent, to be held as Cash Collateral to secure Letter of Credit Obligations2.15 hereof. (d) To In the extent that, at event that any given time, (i) the Outstanding Credit Facilities exceed the then effective Revolving Credit Commitment, or (ii) the Outstanding Credit Facilities minus amounts outstanding under the Term Loan, if any, exceed the sum prepayment of the Availability for Revolving Credit Loans plus Fixed-Rate Loan is required or permitted on a date other than the Letter of Credit ObligationsMaturity Date, or (iii) the Revolving Credit Loans exceed the Availability for Revolving Credit Loans, or (iv) the Obligations exceed any of the other borrowing limitations set forth in this Agreement, in each case the Borrower shall immediately pay to the Agent for the ratable benefit of the Banks a mandatory prepayment of the Revolving Credit Loans in an amount equal to such excess and/or Borrower shall immediately provide Cash Collateral for the Letter of Credit Obligations to the extent required to eliminate such excess. Any Cash Collateral deposited with the Agent for the ratable benefit of the Banks in accordance with the terms of this Section 2.08 shall be credited, for purposes of the calculation of Availability for Revolving Credit Loans under Section 2.01 hereof, against the outstanding Letter of Credit Obligations subject to Section 2.08(e) hereof. (e) In the event Eurodollar Loans are outstanding at the time of any mandatory prepayment under this Section 2.08 hereof, such mandatory prepayment shall be applied first to reduce any Prime Rate Loans outstanding to zero. Any remaining mandatory prepayment amount shall be deemed to be Cash Collateral and shall be deposited by Agent in a segregated account to be applied to the Eurodollar Loans. The Cash Collateral in such segregated account shall represent a reduction of the Eurodollar Loans then outstanding and such amount shall be credited against Revolving Credit Loans for purposes of calculating Availability for Revolving Credit Loans. Agent shall hold such amounts in such segregated account and use it to pay the Eurodollar Loans as such loans mature. If the amounts in the segregated account are sufficient to pay (at maturity) the then outstanding Eurodollar Loans, any remaining mandatory prepayment shall then be applied to Letter of Credit Obligations indemnify Lender therefor in accordance with Section 2.08(d) 2.15 hereof. (f) Borrower may, without premium or penalty, reduce the Revolving Credit Commitment to an amount not less than the sum of the aggregate unpaid principal amount of all Revolving Credit Loans, the Term Loan and the Letter of Credit Obligations then outstanding. Each such reduction (i) shall be in an amount which is an integral multiple of One Million Dollars ($1,000,000), (ii) shall be made providing not less than ten (10) Banking Days written notice to Agent, which notice shall state the amount of the payment to be made and shall conform to the amount of the Revolving Credit Commitment after giving effect to such payment, (iii) shall reduce, on a permanent basis, the Revolving Credit Commitment by an amount equal to the amount of such reduction, and (iv) shall be irrevocable. Except as otherwise provided in Section 2.01(b) hereof, once reduced the Revolving Credit Commitment may not be increased. Borrower may reduce the Revolving Credit Commitment to Zero Dollars ($0) provided the Revolving Credit Termination Date occurs simultaneously therewith. (g) Any prepayments of the Term Loan pursuant hereto shall be applied to reduce scheduled principal payments required under Section 2.07(b) hereof, on a pro-rata basis among the scheduled principal payments remaining to be made.

Optional and Mandatory Prepayments. (a) The Borrower may at any time and from time to time prepay without premium or penalty a Prime Rate Loanthe Loans, in whole or in part, without premium or penalty (other than any amounts payable pursuant to subsection 3.11 if such prepayment is of Eurodollar Loans and is made on a day other than the last day of the Interest Period with accrued interest respect thereto), upon at least three Business Days’ irrevocable notice 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 of a combination thereof, the amount allocable to each; provided further that such prepayment 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 amount prepaid, provided that, each partial prepayment date specified therein. Partial prepayments of Loans shall be in a an aggregate principal amount of not less than One Hundred Thousand Dollars (at least $100,000) (each such payment, a “Prime Rate Optional Prepayment”)1,000,000 or an integral multiple of $100,000 in excess thereof. (b) The Borrower may prepay at any time and from time to time prepay, without premium or penalty but subject (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 provisions last day of Section 13.03 hereof a Eurodollar Loanthe Interest Period with respect thereto), the Multicurrency Loans, in whole or in part, with accrued interest upon at least three Business Days’ irrevocable notice to the Administrative Agent specifying the date and amount of prepayment; provided further that such prepayment 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 amount paid, provided that, each partial prepayment date specified therein. Partial prepayments of Multicurrency Loans shall be in a an aggregate principal amount the Dollar Equivalent of not less than One Million Five Hundred Thousand Dollars (which is at least $1,500,000) (each such payment, a “Eurodollar Optional Prepayment”, and together with each Prime Rate Optional Prepayment, collectively, 1,000,000 or an “Optional Prepayment”)integral multiple of $100,000 in excess thereof. (c) During If at any time during the term of this AgreementCommitment Period, Borrower shall make mandatory prepayments (i) in an amount equal to for any reason the net proceeds received in any Fiscal Year in excess of Fifteen Million Dollars ($15,000,000) in the aggregate, from the sale (other than a sale in the ordinary course of business) Aggregate Total Outstandings of all or any part of Lenders exceed the assets of Aggregate Revolving Credit Commitments then in effect, the Borrower shall, without notice or any Restricted Subsidiary; (ii) in an amount equal to the net proceeds received by Borrower or any Restricted Subsidiary from the sale or issuance of any debt instrumentdemand, and (iii) in an amount equal to the net proceeds received by Borrower or any Restricted Subsidiary under any insurance policy, to the extent that, in the case of property and casualty insurance, such proceeds are not used by Borrower or such Restricted Subsidiary to repair or replace the property which was the subject of such insurance claim, with a reasonable period of time but in no event later than six (6) months from the date such proceeds are received by the Borrower or such Subsidiary, unless Borrower or such Subsidiary has taken action to effect such repair or replacement, as determined by the Agent in good faith, or unless otherwise agreed to by the Agent. With respect to prepayments received by the Agent for the ratable benefit of Banks under this Section 2.08(c), such prepayments shall be applied first, to the then outstanding Revolving Credit Loans, second, to the repayment of the Term Loan if it remains outstanding, and third, at the discretion of Agent, to be held as Cash Collateral to secure Letter of Credit Obligations. (d) To the extent that, at any given time, (i) the Outstanding Credit Facilities exceed the then effective Revolving Credit Commitment, or (ii) the Outstanding Credit Facilities minus amounts outstanding under the Term Loan, if any, exceed the sum of the Availability for Revolving Credit Loans plus the Letter of Credit Obligations, or (iii) immediately prepay the Revolving Credit Loans exceed and/or the Availability for Revolving Credit Loans, or Multicurrency Loans in amounts such that the sum of (ivA) the Obligations exceed any of the other borrowing limitations set forth in this Agreement, in each case the Borrower shall immediately pay to the Agent for the ratable benefit of the Banks a mandatory prepayment aggregate principal amount of the Revolving Credit Loans in an so prepaid and (B) the Dollar Equivalent of the aggregate principal amount equal to such excess and/or Borrower shall immediately provide Cash Collateral for of the Letter Multicurrency Loans so prepaid, equals or exceeds the amount of Credit Obligations to the extent required to eliminate such excess. Any Cash Collateral deposited with the Agent for the ratable benefit of the Banks in accordance with the terms of this Section 2.08 shall be credited, for purposes of the calculation of Availability for Revolving Credit Loans under Section 2.01 hereof, against the outstanding Letter of Credit Obligations subject to Section 2.08(e) hereof. (ei) In If, at any time during the event Eurodollar Loans are outstanding at Commitment Period, for any reason either (1) the time Aggregate Total Outstandings of any mandatory prepayment under this Section 2.08 hereof, such mandatory prepayment shall be applied first to reduce any Prime Rate Loans outstanding to zero. Any remaining mandatory prepayment amount shall be deemed to be Cash Collateral and shall be deposited by Agent in a segregated account to be applied to all Multicurrency Lenders exceed the Eurodollar Loans. The Cash Collateral in such segregated account shall represent a reduction Aggregate Revolving Credit Commitments of the Eurodollar Loans then outstanding and such amount shall be credited against Revolving Credit Loans for purposes of calculating Availability for Revolving Credit Loans. Agent shall hold such amounts in such segregated account and use it to pay the Eurodollar Loans as such loans mature. If the amounts in the segregated account are sufficient to pay Multicurrency Lenders by 5% or more, (at maturity2) the then outstanding Eurodollar LoansAggregate Multicurrency Outstandings exceed the aggregate Multicurrency Commitments by 5% or more, any remaining mandatory prepayment shall then be applied to Letter of Credit Obligations in accordance with Section 2.08(d(3) hereof. (f) Borrower may, without premium or penalty, reduce the Revolving Credit Commitment to an amount not less than the sum of the Aggregate Multicurrency Outstandings plus the Dollar Equivalent of (x) the aggregate unpaid outstanding principal amount of 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 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, Loans and/or the Term Loan and Multicurrency Loans and/or Local Currency Loans and/or cash collateralize the Letter L/C Obligations in amounts such that any such excess is eliminated. (ii) Each prepayment of Credit Obligations then outstanding. Each such reduction (iLoans pursuant to this subsection 3.1(c) shall be in an amount which is an integral multiple of One Million Dollars ($1,000,000), (ii) shall be made providing not less than ten (10) Banking Days written notice to Agent, which notice shall state the amount of 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 and shall conform pursuant to this subsection 3.1(c) on the amount last Business Day of each month on the basis of the Revolving Credit Commitment after giving Exchange Rate in effect to on such payment, (iii) shall reduce, on a permanent basis, the Revolving Credit Commitment by an amount equal to the amount of such reduction, and (iv) shall be irrevocable. Except as otherwise provided in Section 2.01(b) hereof, once reduced the Revolving Credit Commitment may not be increased. Borrower may reduce the Revolving Credit Commitment to Zero Dollars ($0) provided the Revolving Credit Termination Date occurs simultaneously therewithBusiness Day. (g) Any prepayments of the Term Loan pursuant hereto shall be applied to reduce scheduled principal payments required under Section 2.07(b) hereof, on a pro-rata basis among the scheduled principal payments remaining to be made.

Optional and Mandatory Prepayments. (a) The Borrower may may, at any time and from time to time, prepay without premium or penalty a Prime Rate Loanthe Loans, 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. The Administrative Agent shall promptly notify each Lender of 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 the such date of such prepayment on the amount prepaid, provided that, each partial prepayment . Partial prepayments shall be in a an aggregate principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof and may only be made, if after giving effect thereto, Section 2.8 shall not less than One Hundred Thousand Dollars ($100,000) (each such payment, a “Prime Rate Optional Prepayment”)have been contravened. (b) Borrower may prepay without premium or penalty but subject to the provisions of Section 13.03 hereof a Eurodollar Loan, in whole or in part, with accrued interest to the date of such prepayment on the amount paid, provided that, each partial prepayment shall be in a principal amount of not less than One Million Five Hundred Thousand Dollars ($1,500,000) (each such payment, a “Eurodollar Optional Prepayment”, and together with each Prime Rate Optional Prepayment, collectively, an “Optional Prepayment”). (c) During the term of this Agreement, Borrower shall make mandatory prepayments (i) in an amount equal to If, at any time, either (A) the net proceeds received in any Fiscal Year in excess of Fifteen Million Dollars ($15,000,000) in the aggregate, from the sale (other than a sale in the ordinary course of business) of all or any part of the assets Asset Coverage Ratio of the Borrower shall be less than the Minimum Permitted Ratio, or any Restricted Subsidiary; (iiB) in an the aggregate amount equal of all Indebtedness of the Borrower (including, without limitation, the Loans made to the net proceeds received by Borrower) then outstanding exceeds the limits provided in the Borrower’s Prospectus, then, in each case within thirty-five (35) calendar days thereafter, the Borrower or any Restricted Subsidiary from the sale or issuance of any debt instrument, and (iii) in an amount equal to the net proceeds received by Borrower or any Restricted Subsidiary under any insurance policy, shall repay Loans to the extent that, in the case of property and casualty insurance, such proceeds are not used by Borrower or such Restricted Subsidiary necessary to repair or replace the property which was the subject of such insurance claim, with a reasonable period of time but in no event later than six ensure that (6) months from the date such proceeds are received by the Borrower or such Subsidiary, unless Borrower or such Subsidiary has taken action to effect such repair or replacement, as determined by the Agent in good faith, or unless otherwise agreed to by the Agent. With respect to prepayments received by the Agent for the ratable benefit of Banks under this Section 2.08(c), such prepayments shall be applied first, to the then outstanding Revolving Credit Loans, second, to the repayment of the Term Loan if it remains outstanding, and third, at the discretion of Agent, to be held as Cash Collateral to secure Letter of Credit Obligations. (d) To the extent that, at any given time, (ix) the Outstanding Credit Facilities exceed Borrower’s Asset Coverage Ratio after such payments is in compliance with applicable covenants concerning minimum the then effective Revolving Credit Commitment, or (ii) the Outstanding Credit Facilities minus amounts outstanding under the Term Loan, if any, exceed the sum of the Availability for Revolving Credit Loans plus the Letter of Credit Obligations, or (iii) the Revolving Credit Loans exceed the Availability for Revolving Credit Loans, or (iv) the Obligations exceed any of the other borrowing limitations Asset Coverage Ratio set forth in this Agreement, in each case the Borrower shall immediately pay to the Agent for the ratable benefit of the Banks a mandatory prepayment of the Revolving Credit Loans in an amount equal to such excess and/or Borrower shall immediately provide Cash Collateral for the Letter of Credit Obligations to the extent required to eliminate such excess. Any Cash Collateral deposited with the Agent for the ratable benefit of the Banks in accordance with the terms of this Section 2.08 shall be credited, for purposes of the calculation of Availability for Revolving Credit Loans under Section 2.01 hereof, against the outstanding Letter of Credit Obligations subject to Section 2.08(e) hereof. Agreement or (e) In the event Eurodollar Loans are outstanding at the time of any mandatory prepayment under this Section 2.08 hereof, such mandatory prepayment shall be applied first to reduce any Prime Rate Loans outstanding to zero. Any remaining mandatory prepayment amount shall be deemed to be Cash Collateral and shall be deposited by Agent in a segregated account to be applied to the Eurodollar Loans. The Cash Collateral in such segregated account shall represent a reduction of the Eurodollar Loans then outstanding and such amount shall be credited against Revolving Credit Loans for purposes of calculating Availability for Revolving Credit Loans. Agent shall hold such amounts in such segregated account and use it to pay the Eurodollar Loans as such loans mature. If the amounts in the segregated account are sufficient to pay (at maturityy) the then outstanding Eurodollar Loans, any remaining mandatory prepayment shall then be applied to Letter of Credit Obligations in accordance with Section 2.08(d) hereof. (f) Borrower may, without premium or penalty, reduce the Revolving Credit Commitment to an amount not less than the sum of the aggregate unpaid principal amount of all Revolving Credit Loans, the Term Loan and the Letter of Credit Obligations then outstanding. Each such reduction (i) shall be in an amount which is an integral multiple of One Million Dollars ($1,000,000), (ii) shall be made providing not less than ten (10) Banking Days written notice to Agent, which notice shall state the amount Indebtedness of the payment to be made and shall conform to the amount of the Revolving Credit Commitment Borrower then outstanding does not after giving effect to such payment, (iii) shall reduce, on a permanent basis, the Revolving Credit Commitment by an amount equal to the amount of payments exceed such reduction, and (iv) shall be irrevocable. Except as otherwise limits provided in Section 2.01(b) hereofthe Borrower’s Prospectus, once reduced as the Revolving Credit Commitment case may not be increased. Borrower may reduce the Revolving Credit Commitment to Zero Dollars ($0) provided the Revolving Credit Termination Date occurs simultaneously therewithbe. (g) Any prepayments of the Term Loan pursuant hereto shall be applied to reduce scheduled principal payments required under Section 2.07(b) hereof, on a pro-rata basis among the scheduled principal payments remaining to be made.

Optional and Mandatory Prepayments. (a) The Borrower may may, at any time and from time to time, prepay without premium or penalty a Prime Rate Loanthe Loans, 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. The Administrative Agent shall promptly notify each Lender of 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 the such date of such prepayment on the amount prepaid, provided that, each partial prepayment . Partial prepayments shall be in a an aggregate principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof and may only be made, if after giving effect thereto, Section 2.8 shall not less than One Hundred Thousand Dollars ($100,000) (each such payment, a “Prime Rate Optional Prepayment”)have been contravened. (b) Borrower may prepay without premium or penalty but subject to the provisions of Section 13.03 hereof a Eurodollar Loan, in whole or in part, with accrued interest to the date of such prepayment on the amount paid, provided that, each partial prepayment shall be in a principal amount of not less than One Million Five Hundred Thousand Dollars ($1,500,000) (each such payment, a “Eurodollar Optional Prepayment”, and together with each Prime Rate Optional Prepayment, collectively, an “Optional Prepayment”). (c) During the term of this Agreement, Borrower shall make mandatory prepayments (i) in an amount equal to If, at any time, either (A) the net proceeds received in any Fiscal Year in excess of Fifteen Million Dollars ($15,000,000) in the aggregate, from the sale (other than a sale in the ordinary course of business) of all or any part of the assets Asset Coverage Ratio of the Borrower shall be less than the Minimum Permitted Ratio, or any Restricted Subsidiary; (iiB) in an the aggregate amount equal of all Indebtedness of the Borrower (including, without limitation, the Loans made to the net proceeds received by Borrower) then outstanding exceeds the limits provided in the Borrower’s Prospectus, then, in each case within thirty-five (35) calendar days thereafter, the Borrower or any Restricted Subsidiary from the sale or issuance of any debt instrument, and (iii) in an amount equal to the net proceeds received by Borrower or any Restricted Subsidiary under any insurance policy, shall repay Loans to the extent that, in the case of property and casualty insurance, such proceeds are not used by Borrower or such Restricted Subsidiary necessary to repair or replace the property which was the subject of such insurance claim, with a reasonable period of time but in no event later than six ensure that (6) months from the date such proceeds are received by the Borrower or such Subsidiary, unless Borrower or such Subsidiary has taken action to effect such repair or replacement, as determined by the Agent in good faith, or unless otherwise agreed to by the Agent. With respect to prepayments received by the Agent for the ratable benefit of Banks under this Section 2.08(c), such prepayments shall be applied first, to the then outstanding Revolving Credit Loans, second, to the repayment of the Term Loan if it remains outstanding, and third, at the discretion of Agent, to be held as Cash Collateral to secure Letter of Credit Obligations. (d) To the extent that, at any given time, (ix) the Outstanding Credit Facilities exceed Borrower’s Asset Coverage Ratio after such payments is in compliance with applicable covenants concerning the then effective Revolving Credit Commitment, or (ii) the Outstanding Credit Facilities minus amounts outstanding under the Term Loan, if any, exceed the sum of the Availability for Revolving Credit Loans plus the Letter of Credit Obligations, or (iii) the Revolving Credit Loans exceed the Availability for Revolving Credit Loans, or (iv) the Obligations exceed any of the other borrowing limitations minimum Asset Coverage Ratio set forth in this Agreement, in each case the Borrower shall immediately pay to the Agent for the ratable benefit of the Banks a mandatory prepayment of the Revolving Credit Loans in an amount equal to such excess and/or Borrower shall immediately provide Cash Collateral for the Letter of Credit Obligations to the extent required to eliminate such excess. Any Cash Collateral deposited with the Agent for the ratable benefit of the Banks in accordance with the terms of this Section 2.08 shall be credited, for purposes of the calculation of Availability for Revolving Credit Loans under Section 2.01 hereof, against the outstanding Letter of Credit Obligations subject to Section 2.08(e) hereof. Agreement or (e) In the event Eurodollar Loans are outstanding at the time of any mandatory prepayment under this Section 2.08 hereof, such mandatory prepayment shall be applied first to reduce any Prime Rate Loans outstanding to zero. Any remaining mandatory prepayment amount shall be deemed to be Cash Collateral and shall be deposited by Agent in a segregated account to be applied to the Eurodollar Loans. The Cash Collateral in such segregated account shall represent a reduction of the Eurodollar Loans then outstanding and such amount shall be credited against Revolving Credit Loans for purposes of calculating Availability for Revolving Credit Loans. Agent shall hold such amounts in such segregated account and use it to pay the Eurodollar Loans as such loans mature. If the amounts in the segregated account are sufficient to pay (at maturityy) the then outstanding Eurodollar Loans, any remaining mandatory prepayment shall then be applied to Letter of Credit Obligations in accordance with Section 2.08(d) hereof. (f) Borrower may, without premium or penalty, reduce the Revolving Credit Commitment to an amount not less than the sum of the aggregate unpaid principal amount of all Revolving Credit Loans, the Term Loan and the Letter of Credit Obligations then outstanding. Each such reduction (i) shall be in an amount which is an integral multiple of One Million Dollars ($1,000,000), (ii) shall be made providing not less than ten (10) Banking Days written notice to Agent, which notice shall state the amount Indebtedness of the payment to be made and shall conform to the amount of the Revolving Credit Commitment Borrower then outstanding does not after giving effect to such payment, (iii) shall reduce, on a permanent basis, the Revolving Credit Commitment by an amount equal to the amount of payments exceed such reduction, and (iv) shall be irrevocable. Except as otherwise limits provided in Section 2.01(b) hereofthe Borrower’s Prospectus, once reduced as the Revolving Credit Commitment case may not be increased. Borrower may reduce the Revolving Credit Commitment to Zero Dollars ($0) provided the Revolving Credit Termination Date occurs simultaneously therewithbe. (g) Any prepayments of the Term Loan pursuant hereto shall be applied to reduce scheduled principal payments required under Section 2.07(b) hereof, on a pro-rata basis among the scheduled principal payments remaining to be made.

Optional and Mandatory Prepayments. (a) The Borrower may may, at any time and from time to time, prepay without premium or penalty a Prime Rate Loanthe Loans, 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. The Administrative Agent shall promptly notify each Lender of 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 the such date of such prepayment on the amount prepaid, provided that, each partial prepayment . Partial prepayments shall be in a an aggregate principal amount of $1,000,000 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 less than One Hundred Thousand Dollars ($100,000) (each such payment, a “Prime Rate Optional Prepayment”)have been contravened. (b) Borrower may prepay without premium or penalty but subject to the provisions of Section 13.03 hereof a Eurodollar Loan, in whole or in part, with accrued interest to the date of such prepayment on the amount paid, provided that, each partial prepayment shall be in a principal amount of not less than One Million Five Hundred Thousand Dollars ($1,500,000) (each such payment, a “Eurodollar Optional Prepayment”, and together with each Prime Rate Optional Prepayment, collectively, an “Optional Prepayment”). (c) During the term of this Agreement, Borrower shall make mandatory prepayments (i) in an amount equal to If, at any time, either (A) the net proceeds received in any Fiscal Year in excess of Fifteen Million Dollars ($15,000,000) in the aggregate, from the sale (other than a sale in the ordinary course of business) of all or any part of the assets Asset Coverage Ratio of the Borrower shall be less than the Minimum Permitted Ratio, or any Restricted Subsidiary; (iiB) in an the aggregate amount equal of all Indebtedness of the Borrower (including, without limitation, the Loans made to the net proceeds received by Borrower) then outstanding exceeds the limits provided in the Borrower’s Prospectus, then, in each case within thirty-five (35) calendar days thereafter, the Borrower or any Restricted Subsidiary from the sale or issuance of any debt instrument, and (iii) in an amount equal to the net proceeds received by Borrower or any Restricted Subsidiary under any insurance policy, shall repay Loans to the extent that, in the case of property and casualty insurance, such proceeds are not used by Borrower or such Restricted Subsidiary necessary to repair or replace the property which was the subject of such insurance claim, with a reasonable period of time but in no event later than six ensure that (6) months from the date such proceeds are received by the Borrower or such Subsidiary, unless Borrower or such Subsidiary has taken action to effect such repair or replacement, as determined by the Agent in good faith, or unless otherwise agreed to by the Agent. With respect to prepayments received by the Agent for the ratable benefit of Banks under this Section 2.08(c), such prepayments shall be applied first, to the then outstanding Revolving Credit Loans, second, to the repayment of the Term Loan if it remains outstanding, and third, at the discretion of Agent, to be held as Cash Collateral to secure Letter of Credit Obligations. (d) To the extent that, at any given time, (ix) the Outstanding Credit Facilities exceed Borrower’s Asset Coverage Ratio after such payments is in compliance with applicable covenants concerning minimum the then effective Revolving Credit Commitment, or (ii) the Outstanding Credit Facilities minus amounts outstanding under the Term Loan, if any, exceed the sum of the Availability for Revolving Credit Loans plus the Letter of Credit Obligations, or (iii) the Revolving Credit Loans exceed the Availability for Revolving Credit Loans, or (iv) the Obligations exceed any of the other borrowing limitations Asset Coverage Ratio set forth in this Agreement, in each case the Borrower shall immediately pay to the Agent for the ratable benefit of the Banks a mandatory prepayment of the Revolving Credit Loans in an amount equal to such excess and/or Borrower shall immediately provide Cash Collateral for the Letter of Credit Obligations to the extent required to eliminate such excess. Any Cash Collateral deposited with the Agent for the ratable benefit of the Banks in accordance with the terms of this Section 2.08 shall be credited, for purposes of the calculation of Availability for Revolving Credit Loans under Section 2.01 hereof, against the outstanding Letter of Credit Obligations subject to Section 2.08(e) hereof. Agreement or (e) In the event Eurodollar Loans are outstanding at the time of any mandatory prepayment under this Section 2.08 hereof, such mandatory prepayment shall be applied first to reduce any Prime Rate Loans outstanding to zero. Any remaining mandatory prepayment amount shall be deemed to be Cash Collateral and shall be deposited by Agent in a segregated account to be applied to the Eurodollar Loans. The Cash Collateral in such segregated account shall represent a reduction of the Eurodollar Loans then outstanding and such amount shall be credited against Revolving Credit Loans for purposes of calculating Availability for Revolving Credit Loans. Agent shall hold such amounts in such segregated account and use it to pay the Eurodollar Loans as such loans mature. If the amounts in the segregated account are sufficient to pay (at maturityy) the then outstanding Eurodollar Loans, any remaining mandatory prepayment shall then be applied to Letter of Credit Obligations in accordance with Section 2.08(d) hereof. (f) Borrower may, without premium or penalty, reduce the Revolving Credit Commitment to an amount not less than the sum of the aggregate unpaid principal amount of all Revolving Credit Loans, the Term Loan and the Letter of Credit Obligations then outstanding. Each such reduction (i) shall be in an amount which is an integral multiple of One Million Dollars ($1,000,000), (ii) shall be made providing not less than ten (10) Banking Days written notice to Agent, which notice shall state the amount Indebtedness of the payment to be made and shall conform to the amount of the Revolving Credit Commitment Borrower then outstanding does not after giving effect to such payment, (iii) shall reduce, on a permanent basis, the Revolving Credit Commitment by an amount equal to the amount of payments exceed such reduction, and (iv) shall be irrevocable. Except as otherwise limits provided in Section 2.01(b) hereofthe Borrower’s Prospectus, once reduced as the Revolving Credit Commitment case may not be increased. Borrower may reduce the Revolving Credit Commitment to Zero Dollars ($0) provided the Revolving Credit Termination Date occurs simultaneously therewithbe. (g) Any prepayments of the Term Loan pursuant hereto shall be applied to reduce scheduled principal payments required under Section 2.07(b) hereof, on a pro-rata basis among the scheduled principal payments remaining to be made.

Optional and Mandatory Prepayments. (a) The Borrower may may, without penalty, upon at least five Business Days' written notice to the Administrative Agent stating the proposed date and principal amount of the prepayment, and if such notice is given the Borrower shall, prepay without premium or penalty a Prime Rate Loan, the Advances in whole or in part; provided, with accrued interest to the date of such prepayment on the amount prepaidhowever, provided that, that each partial prepayment shall be in a an aggregate principal amount of not less than One Hundred Thousand Dollars ($100,000) (each such payment, a “Prime Rate Optional Prepayment”)US$5,000,000 or an integral multiple of US$1,000,000 in excess thereof. (b) If as of the SDSCR Determination Date, the Historic Semi-Annual SDSCR is equal to or less than 1.625 to 1.0, the Borrower may shall prepay without premium or penalty but subject the Advances within seven (7) Business Days of the SDSCR Determination Date by an amount equal to the provisions of Section 13.03 hereof a Eurodollar Loan, in whole or in part, with accrued interest to Excess Cash Flow for the date of three month period immediately preceding such prepayment on the amount paid, provided that, each partial prepayment shall be in a principal amount of not less than One Million Five Hundred Thousand Dollars ($1,500,000) (each such payment, a “Eurodollar Optional Prepayment”, and together with each Prime Rate Optional Prepayment, collectively, an “Optional Prepayment”)SDSCR Determination Date. (c) During To the term extent any Insurance Proceeds are allocated pursuant to Section 3.07 of the Security Agreement to make any prepayments hereunder, on the Interest Payment Date applicable to this AgreementAgreement immediately succeeding the date on which such amounts become available, the Borrower shall make mandatory prepayments prepay the Advances by an amount equal to any amounts so allocated. (id) Upon execution by the Seller of the Direction Letter pursuant to Section 3.4 of the Escrow Agreement the Borrower shall prepay the Advances within the following 3 business days after such execution in an amount equal to the net proceeds received in any Fiscal Year in excess of Fifteen Million Dollars ($15,000,000) in the aggregate, from the sale (other than a sale in the ordinary course of business) of all or any part that portion of the assets Purchase Price allocable to the Airport or Airports whose Aviation Assets are not purchased by the Purchaser Subsidiaries so that the Lender's Percentage, after giving effect to such prepayment, shall equal the Lender's Percentage effective as of the Borrower or any Restricted Subsidiary; (ii) in an amount equal to the net proceeds received by Borrower or any Restricted Subsidiary from the sale or issuance of any debt instrument, and (iii) in an amount equal to the net proceeds received by Borrower or any Restricted Subsidiary under any insurance policy, to the extent that, in the case of property and casualty insurance, such proceeds are not used by Borrower or such Restricted Subsidiary to repair or replace the property which was the subject of such insurance claim, with a reasonable period of time but in no event later than six (6) months from the date such proceeds are received by the Borrower or such Subsidiary, unless Borrower or such Subsidiary has taken action to effect such repair or replacement, as determined by the Agent in good faith, or unless otherwise agreed to by the Agent. With respect to prepayments received by the Agent for the ratable benefit of Banks under this Section 2.08(c), such prepayments shall be applied first, to the then outstanding Revolving Credit Loans, second, to the repayment of the Term Loan if it remains outstanding, and third, at the discretion of Agent, to be held as Cash Collateral to secure Letter of Credit Obligations. (d) To the extent that, at any given time, (i) the Outstanding Credit Facilities exceed the then effective Revolving Credit Commitment, or (ii) the Outstanding Credit Facilities minus amounts outstanding under the Term Loan, if any, exceed the sum of the Availability for Revolving Credit Loans plus the Letter of Credit Obligations, or (iii) the Revolving Credit Loans exceed the Availability for Revolving Credit Loans, or (iv) the Obligations exceed any of the other borrowing limitations set forth in this Agreement, in each case the Borrower shall immediately pay to the Agent for the ratable benefit of the Banks a mandatory prepayment of the Revolving Credit Loans in an amount equal to such excess and/or Borrower shall immediately provide Cash Collateral for the Letter of Credit Obligations to the extent required to eliminate such excess. Any Cash Collateral deposited with the Agent for the ratable benefit of the Banks in accordance with the terms of this Section 2.08 shall be credited, for purposes of the calculation of Availability for Revolving Credit Loans under Section 2.01 hereof, against the outstanding Letter of Credit Obligations subject to Section 2.08(e) hereofAdvances. (e) In the event Eurodollar Loans are outstanding at the time of any mandatory prepayment under this Section 2.08 hereof, such mandatory prepayment shall be applied first to reduce any Prime Rate Loans outstanding to zero. Any remaining mandatory prepayment amount shall be deemed to be Cash Collateral and shall be deposited by Agent in a segregated account to be applied to the Eurodollar Loans. The Cash Collateral in such segregated account shall represent a reduction of the Eurodollar Loans then outstanding and such amount shall be credited against Revolving Credit Loans for purposes existence, creation or imposition of calculating Availability for Revolving Credit Loans. Agent shall hold such amounts in such segregated account and use it to pay the Eurodollar Loans as such loans mature. If the amounts in the segregated account are sufficient to pay (at maturity) the then outstanding Eurodollar Loans, any remaining mandatory prepayment shall then be applied to Letter of Credit Obligations in accordance with Section 2.08(d) hereof. (f) Borrower may, without premium or penalty, reduce the Revolving Credit Commitment to an amount not less than the sum of the aggregate unpaid principal amount of all Revolving Credit Loansa Material Contract Lien, the Term Loan and Borrower shall prepay the Letter of Credit Obligations then outstanding. Each such reduction (i) shall be in an amount which is an integral multiple of One Million Dollars ($1,000,000), (ii) shall be made providing not less than ten (10) Banking Days written notice to Agent, which notice shall state the amount of the payment to be made and shall conform to the amount of the Revolving Credit Commitment after giving effect to such payment, (iii) shall reduce, on a permanent basis, the Revolving Credit Commitment Advances by an amount equal to the lesser of (i) the amount secured or intended to be secured by such Material Contract Lien and (ii) the Material Contract Value of such reductionMaterial Contract, if any such Material Contract Lien shall not be removed or bonded within thirty (30) days after receipt of written notice of the creation or imposition of such Material Contract Lien. Notwithstanding the foregoing, the provisions of this Section 2.08(e) shall not be applicable with respect to each Airport for which a consent is received in accordance with Section 5.01(r). (f) In the event that any representation and warranty required to be made by Borrower on any Subsequent Closing pursuant to the terms of Section 5.01(s) shall not be true and correct before and after giving effect to such Subsequent Closing, and in the case of any representation and warranty made pursuant to Section 4.01(r) with respect to Aviation Assets having an aggregate value not in excess of 10% of the Purchase Price allocable to the applicable Airport such failure shall remain uncured for sixty (iv60) days following such Subsequent Closing, the Borrower shall be irrevocable. Except prepay the Advances by an amount equal to that portion of the Purchase Price allocable to the Airport or Airports with respect to which such representation and warranty is not true and correct so that the Lender's Percentage, after giving effect to such prepayment, shall equal the Lender's Percentage effective as otherwise provided in Section 2.01(b) hereof, once reduced of the Revolving Credit Commitment may not be increased. Borrower may reduce date of the Revolving Credit Commitment to Zero Dollars ($0) provided the Revolving Credit Termination Date occurs simultaneously therewithAdvances. (g) Any prepayments Each prepayment of Advances shall be (i) allocated among the Lenders pro rata based on their respective portion of the Term Loan Advances, (ii) accompanied by the payment of accrued interest on the amount prepaid to the date of prepayment and (iii) in the event of a prepayment of a Eurodollar Rate Advance, accompanied by any amount payable pursuant hereto shall be applied to reduce scheduled principal payments required under Section 2.07(b) hereof, on a pro-rata basis among the scheduled principal payments remaining to be made8.04(c).

Optional and Mandatory Prepayments. (a) Each Borrower may at any time and from time to time prepay without premium or penalty a Prime Rate Loan(in the relevant currency) its Revolving Credit Loans (subject, in the case of Eurodollar Loans, CDOR Loans and Money Market Loans to compliance with the terms of Section 2.2(e) and Section 2.13), in whole or in part, with accrued interest without premium or penalty, upon at least three (3) Business Days' irrevocable notice from such Borrower to the Administrative Agent, specifying the date and amount of prepayment and whether the prepayment is of Eurodollar Loans, ABR Loans, Cdn Prime Loans, CDOR Loans, Money Market Loans or a combination thereof, and, if of a combination thereof, the amount allocable to each. Upon receipt of any notice of prepayment, the Administrative Agent shall promptly notify each Lender thereof. If any such prepayment notice is given, the amount specified in such notice shall be due and payable on the amount prepaiddate specified therein, provided thattogether with any amounts payable pursuant to Section 2.13. Subject to Section 2.2(e), each partial prepayment prepayments shall be in a an aggregate principal amount of not less than One Hundred Thousand Dollars $500,000 (if prepaying Dollar-Denominated Loans) or C$500,000 (if prepaying Cdn Dollar-Denominated Loans) or a whole multiple of $100,000100,000 or C$100,000 (as the case may be) in excess thereof (each such paymentor, a “Prime Rate Optional Prepayment”if less, the aggregate outstanding principal amount of the Revolving Credit Loans). (b) Borrower may If, as of 10:00 A.M. Toronto time on the last Business Day of any calendar month, the sum of the Aggregate Outstanding Revolving Extensions of Credit of all of the Lenders exceeds the aggregate Commitments then in effect, then the Borrowers shall prepay without premium the Loans (to be applied to such Loans and in any order designated by the Borrowers, or penalty but subject if not so designated, first to the provisions of Section 13.03 hereof a Eurodollar LoanDollar-Denominated Loans and then, in whole or in partif necessary, with accrued interest to the date Cdn Dollar-Denominated Loans) or terminate or replace Letters of Credit by not later than 12:00 Noon, Toronto time, on such prepayment on the amount paid, provided that, each partial prepayment shall be in a principal amount of not less than One Million Five Hundred Thousand Dollars ($1,500,000) (each such payment, a “Eurodollar Optional Prepayment”, and together with each Prime Rate Optional Prepayment, collectively, an “Optional Prepayment”). (c) During the term of this Agreement, Borrower shall make mandatory prepayments (i) in an amount equal to the net proceeds received in any Fiscal Year in excess of Fifteen Million Dollars ($15,000,000) in the aggregate, from the sale (other than a sale in the ordinary course of business) of all or any part of the assets of the Borrower or any Restricted Subsidiary; (ii) in an amount equal to the net proceeds received by Borrower or any Restricted Subsidiary from the sale or issuance of any debt instrument, and (iii) in an amount equal to the net proceeds received by Borrower or any Restricted Subsidiary under any insurance policyday, to the extent required so that, in the case of property and casualty insurance, such proceeds are not used by Borrower or such Restricted Subsidiary to repair or replace the property which was the subject of such insurance claim, with a reasonable period of time but in no event later than six (6) months from the date such proceeds are received by the Borrower or such Subsidiary, unless Borrower or such Subsidiary has taken action to effect such repair or replacement, as determined by the Agent in good faith, or unless otherwise agreed to by the Agent. With respect to prepayments received by the Agent for the ratable benefit of Banks under this Section 2.08(c), such prepayments shall be applied first, to the then outstanding Revolving Credit Loans, second, to the repayment of the Term Loan if it remains outstanding, and third, at the discretion of Agent, to be held as Cash Collateral to secure Letter of Credit Obligations. (d) To the extent that, at any given time, (i) the Outstanding Credit Facilities exceed the then effective Revolving Credit Commitment, or (ii) the Outstanding Credit Facilities minus amounts outstanding under the Term Loan, if any, exceed the sum of the Availability for Revolving Credit Loans plus the Letter of Credit Obligations, or (iii) the Revolving Credit Loans exceed the Availability for Revolving Credit Loans, or (iv) the Obligations exceed any of the other borrowing limitations set forth in this Agreement, in each case the Borrower shall immediately pay to the Agent for the ratable benefit of the Banks a mandatory prepayment of the Revolving Credit Loans in an amount equal to such excess and/or Borrower shall immediately provide Cash Collateral for the Letter of Credit Obligations to the extent required to eliminate such excess. Any Cash Collateral deposited with the Agent for the ratable benefit of the Banks in accordance with the terms of this Section 2.08 shall be credited, for purposes of the calculation of Availability for Revolving Credit Loans under Section 2.01 hereof, against the outstanding Letter of Credit Obligations subject to Section 2.08(e) hereof. (e) In the event Eurodollar Loans are outstanding at the time of any mandatory prepayment under this Section 2.08 hereof, such mandatory prepayment shall be applied first to reduce any Prime Rate Loans outstanding to zero. Any remaining mandatory prepayment amount shall be deemed to be Cash Collateral and shall be deposited by Agent in a segregated account to be applied to the Eurodollar Loans. The Cash Collateral in such segregated account shall represent a reduction of the Eurodollar Loans then outstanding and such amount shall be credited against Revolving Credit Loans for purposes of calculating Availability for Revolving Credit Loans. Agent shall hold such amounts in such segregated account and use it to pay the Eurodollar Loans as such loans mature. If the amounts in the segregated account are sufficient to pay (at maturity) the then outstanding Eurodollar Loans, any remaining mandatory prepayment shall then be applied to Letter of Credit Obligations in accordance with Section 2.08(d) hereof. (f) Borrower may, without premium or penalty, reduce the Revolving Credit Commitment to an amount not less than the sum of the aggregate unpaid principal amount of all Revolving Credit Loans, the Term Loan and the Letter of Credit Obligations then outstanding. Each such reduction (i) shall be in an amount which is an integral multiple of One Million Dollars ($1,000,000), (ii) shall be made providing not less than ten (10) Banking Days written notice to Agent, which notice shall state the amount of the payment to be made and shall conform to the amount of the Revolving Credit Commitment after giving effect to such paymentprepayments, (iii) shall reduce, on a permanent basisterminations or replacements, the sum of the Aggregate Outstanding Revolving Extensions of Credit of all the Lenders does not exceed the aggregate Commitment by an amount equal then in effect. Each prepayment pursuant to this paragraph shall be made in accordance with the provisions of Section 2.3(a) relating to optional prepayments (other than the giving of notices thereunder). The Administrative Agent shall, as soon as practicable after 10:00 A.M. Toronto time on the last day of any calendar month, give to the Borrowers and the Lenders notice of the amount of any prepayment required to be made pursuant to this paragraph. The determination by the Administrative Agent of any such reduction, and (iv) amount in any such notice shall be irrevocableconclusive and binding on the Borrowers and the Lenders in the absence of manifest error. Except as otherwise provided in Section 2.01(b) hereofHowever, once reduced the Revolving Credit Commitment may not be increased. Borrower may reduce the Revolving Credit Commitment to Zero Dollars ($0) provided the Revolving Credit Termination Date occurs simultaneously therewith. (g) Any prepayments failure of the Term Loan Administrative Agent to provide any such notice shall not relieve any Borrower from its obligation to make any prepayment otherwise required pursuant hereto shall be applied to reduce scheduled principal payments required under Section 2.07(b) hereof, on a pro-rata basis among the scheduled principal payments remaining to be madethis paragraph.

Optional and Mandatory Prepayments. (a) The Borrower may at any time and from time to time prepay without premium outstanding Revolving Credit Loans or penalty a Prime Rate LoanSwingline Loans, in whole or in part, with accrued interest to the date of such prepayment on the amount prepaid, provided that, each partial prepayment shall be in a principal amount of not less than One Hundred Thousand Dollars ($100,000) (each such payment, a “Prime Rate Optional Prepayment”). (b) Borrower may prepay without premium or penalty but subject (other than any amounts payable pursuant to the provisions of Section 13.03 hereof a Eurodollar Loan, in whole or in part, with accrued interest to the date of subsection 3.11 if such prepayment is of LIBOR Loans and is made on a day other than the amount paidlast day of the Interest Period with respect thereto), provided that, each partial prepayment shall be in a principal amount of not less than One Million Five Hundred Thousand Dollars ($1,500,000) (each such payment, a “Eurodollar Optional Prepayment”, and together with each Prime Rate Optional Prepayment, collectively, an “Optional Prepayment”). (c) During the term of this Agreement, Borrower shall make mandatory prepayments (i) in an amount equal upon at least four Business Days’ irrevocable notice to the net proceeds received in any Fiscal Year in excess of Fifteen Million Dollars ($15,000,000) Administrative Agent in the aggregate, from the sale (other than a sale in the ordinary course case of business) of all or any part of the assets of the Borrower or any Restricted Subsidiary; Revolving Credit Loans and (ii) in an amount equal the case of Swingline Loans, irrevocable notice to the net proceeds received Administrative Agent by Borrower not later than 3:00 P.M., New York City time, on the Business Day immediately preceding the date of prepayment, in each case ((i) and (ii) above) specifying the date and amount of prepayment and whether the prepayment is of LIBOR Loans, ABR Loans, a combination thereof, if of a combination thereof, the amount allocable to each, or any Restricted Subsidiary from the sale or issuance of Swingline Loans. Upon receipt of any debt instrumentsuch 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 by the Borrower 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 $5,000,000 or an integral multiple of $1,000,000 in excess thereof. Partial prepayments of Revolving Credit Loans denominated in Dollars shall be in an aggregate principal amount of at least $5,000,000 or an integral multiple of $1,000,000 in excess thereof. Partial prepayments of Swingline Loans shall be in an aggregate principal amount which is at least $100,000 or an integral multiple of $100,000 in excess thereof. (iiii) If, at any time during the Commitment Period, for any reason the Aggregate Revolving Credit Outstandings of all Lenders exceed the Aggregate Revolving Credit Commitments then in effect, the Borrower shall, without notice or demand, immediately prepay the Loans in an amount equal to that equals or exceeds the net proceeds received by Borrower or any Restricted Subsidiary under any insurance policy, to the extent thatamount of such excess (or, in the case of property and casualty insuranceL/C Obligations after all Loans have been prepaid, cash collateralize such proceeds are not used by Borrower or such Restricted Subsidiary to repair or replace the property which was the subject of such insurance claim, with a reasonable period of time but in no event later than six (6) months from the date such proceeds are received by the Borrower or such Subsidiary, unless Borrower or such Subsidiary has taken action to effect such repair or replacement, as determined by the Agent in good faith, or unless otherwise agreed to by the Agent. With respect to prepayments received by the Agent for the ratable benefit of Banks under this Section 2.08(c), such prepayments shall be applied first, to the then outstanding Revolving Credit Loans, second, to the repayment of the Term Loan if it remains outstanding, and third, at the discretion of Agent, to be held as Cash Collateral to secure Letter of Credit Obligations. (d) To the extent that, at any given time, (i) the Outstanding Credit Facilities exceed the then effective Revolving Credit Commitment, or (ii) the Outstanding Credit Facilities minus amounts outstanding under the Term Loan, if any, exceed the sum of the Availability for Revolving Credit Loans plus the Letter of Credit Obligations, or (iii) the Revolving Credit Loans exceed the Availability for Revolving Credit Loans, or (iv) the L/C Obligations exceed any of the other borrowing limitations set forth in this Agreement, in each case the Borrower shall immediately pay to the Agent for the ratable benefit of the Banks a mandatory prepayment of the Revolving Credit Loans in an amount equal to such excess and/or Borrower shall immediately provide Cash Collateral for the Letter of Credit Obligations to the extent required to eliminate such excess. Any Cash Collateral deposited with the Agent for the ratable benefit of the Banks in accordance with the terms provisions of this Section 2.08 shall be credited, for purposes of the calculation of Availability for Revolving Credit Loans under Section 2.01 hereof, against the outstanding Letter of Credit Obligations subject to Section 2.08(e) hereofsubsection 4.8). (eii) In the event Eurodollar Loans are outstanding If, at the time end of any mandatory prepayment under this Section 2.08 hereofmonth during the Commitment Period, such mandatory prepayment shall be applied first to reduce for any Prime Rate Loans outstanding to zero. Any remaining mandatory prepayment amount shall be deemed to be Cash Collateral and shall be deposited by Agent in a segregated account to be applied to reason either (A) the Eurodollar Loans. The Cash Collateral in such segregated account shall represent a reduction Aggregate Multicurrency Outstandings exceed 105% of the Eurodollar Loans then outstanding and such amount shall be credited against Revolving Credit Loans for purposes of calculating Availability for Revolving Credit Loans. Agent shall hold such amounts in such segregated account and use it to pay the Eurodollar Loans as such loans mature. If the amounts in the segregated account are sufficient to pay Aggregate Multicurrency Commitments, (at maturityB) the then outstanding Eurodollar LoansAggregate Swingline Outstandings exceeds the Aggregate Swingline Commitment or (C) the L/C Obligations exceed the L/C Commitment, any remaining mandatory prepayment shall then be applied to Letter of Credit the Borrower shall, without notice or demand, immediately prepay the Multicurrency Loans and/or the Swingline Loans and/or cash collateralize the L/C Obligations in accordance with Section 2.08(d) hereofthe provisions of subsection 4.8, as the case may be, in amounts such that any such excess is eliminated. (fiii) Borrower may, without premium or penalty, reduce the Revolving Credit Commitment Each prepayment of Loans pursuant to an amount not less than the sum of the aggregate unpaid principal amount of all Revolving Credit Loans, the Term Loan and the Letter of Credit Obligations then outstanding. Each such reduction (ithis subsection 3.1(b) shall be accompanied by any amounts payable under subsection 3.11 in an amount which is an integral multiple of One Million Dollars ($1,000,000), (ii) shall be made providing not less than ten (10) Banking Days written notice to Agent, which notice shall state the amount of the payment to be made and shall conform to the amount of the Revolving Credit Commitment after giving effect to connection with such payment, (iii) shall reduce, on a permanent basis, the Revolving Credit Commitment by an amount equal to the amount of such reduction, and (iv) shall be irrevocable. Except as otherwise provided in Section 2.01(b) hereof, once reduced the Revolving Credit Commitment may not be increased. Borrower may reduce the Revolving Credit Commitment to Zero Dollars ($0) provided the Revolving Credit Termination Date occurs simultaneously therewithprepayment. (g) Any prepayments of the Term Loan pursuant hereto shall be applied to reduce scheduled principal payments required under Section 2.07(b) hereof, on a pro-rata basis among the scheduled principal payments remaining to be made.

Optional and Mandatory Prepayments. (a) The Borrower may may, upon at least one (1) Business Day's notice to the Administrative Agent, prepay without premium or penalty a Prime any Group of Base Rate LoanLoans, in whole at any time, or from time to time in part, with accrued interest to the date part in amounts aggregating One Million Dollars ($1,000,000) or any larger multiple of such prepayment on the amount prepaid, provided that, each partial prepayment shall be in a principal amount of not less than One Hundred Thousand Dollars ($100,000) (each ), by paying the principal amount to be prepaid together with accrued interest thereon to the date of prepayment. Each such payment, a “Prime Rate Optional Prepayment”)optional prepayment shall be applied to prepay ratably the Loans of the several Banks included in such Group or Borrowing. (b) The Borrower may, upon at least one (1) Business Days' notice to the Administrative Agent, prepay any Euro-Dollar Loan as of the last day of the Interest Period applicable thereto. Except as provided in Article 8 and except with respect to any Euro-Dollar Loan which has been converted to a Base Rate Loan pursuant to Section 8.2, 8.3 or 8.4 hereof, the Borrower may not prepay without premium all or penalty but subject any portion of the principal amount of any Euro-Dollar Loan prior to the provisions end of the Interest Period applicable thereto unless the Borrower shall also pay any applicable expenses pursuant to Section 13.03 hereof a Eurodollar Loan, in whole or in part, with accrued interest to the date of 2.13. Each such prepayment on the amount paid, provided that, each partial optional prepayment shall be in the amounts set forth in Section 2.11(a) above and shall be applied to prepay ratably the Loans of the Banks included in any Group of Euro-Dollar Loans, except that any Euro-Dollar Loan which has been converted to a principal amount Base Rate Loan pursuant to Section 8.2, 8.3 or 8.4 hereof may be prepaid without ratable payment of the other Loans in such Group of Loans which have not less than One Million Five Hundred Thousand Dollars ($1,500,000) (each such payment, a “Eurodollar Optional Prepayment”, and together with each Prime Rate Optional Prepayment, collectively, an “Optional Prepayment”)been so converted. (c) During If at any time after the term Effective Date the Borrower or EOPT shall receive Net Offering Proceeds in the form of this Agreementcash, then, simultaneously therewith, the Borrower shall make mandatory prepayments (i) repay the Loans in an amount equal to the net proceeds lesser of (x) the aggregate Net Offering Proceeds then received by the Borrower in cash, and (y) the outstanding Obligations. (d) If at any Fiscal Year in excess of Fifteen Million Dollars ($15,000,000) in time after the aggregateEffective Date, from the Borrower shall receive proceeds, dividends or distributions relating to sale (other than a sale in the ordinary course of business) of all or any part disposition of the Borrower's interests in material Property or other assets of (including, but not limited to, Joint Venture Interests and equity interests in Subsidiaries), then, simultaneously therewith, the Borrower or any Restricted Subsidiary; (ii) shall repay the Loans in an amount equal to the net proceeds lesser of (x) the aggregate Net Price in the form of cash relating to such sale or disposition received by Borrower or any Restricted Subsidiary from the sale or issuance of any debt instrumentBorrower, and (iiiy) in an amount equal the outstanding Obligations; provided, however, the Borrower shall not be required to the net proceeds received by Borrower or make any Restricted Subsidiary under any insurance policy, such repayment if and to the extent that, in the case of property and casualty insurance, such proceeds are not used by Borrower or such Restricted Subsidiary to repair or replace the property which was the subject of such insurance claim, with a reasonable period of time but in no event later than six (6) months from the date such proceeds are received by the Borrower uses such proceeds, dividends or such Subsidiarydistributions to purchase Real Property Assets, unless Borrower or such Subsidiary has taken action to effect such repair or replacement, as determined by the Agent in good faith, or unless otherwise agreed to by the Agent. With respect to prepayments received by the Agent for the ratable benefit of Banks under this Section 2.08(c), such prepayments shall be applied first, to the then outstanding Revolving Credit Loans, second, to the repayment of the Term Loan if it remains outstanding, and third, at the discretion of Agent, to be held as Cash Collateral to secure Letter of Credit Obligations. (d) To the extent that, at any given time, provided that (i) the Outstanding Credit Facilities exceed Borrower identifies such Real Property Assets to the then effective Revolving Credit CommitmentAdministrative Agent within forty-five (45) days after the date of the receipt of such proceeds, dividends or distributions and (ii) the Outstanding Credit Facilities minus amounts outstanding under purchase and sale of one or more of such Real Property Assets closes within 180 days after the Term Loan, if any, exceed the sum date of the Availability for Revolving Credit Loans plus the Letter receipt of Credit Obligationssuch proceeds, dividends or (iii) the Revolving Credit Loans exceed the Availability for Revolving Credit Loans, or (iv) the Obligations exceed any of the other borrowing limitations set forth in this Agreement, in each case the Borrower shall immediately pay to the Agent for the ratable benefit of the Banks a mandatory prepayment of the Revolving Credit Loans in an amount equal to such excess and/or Borrower shall immediately provide Cash Collateral for the Letter of Credit Obligations to the extent required to eliminate such excess. Any Cash Collateral deposited with the Agent for the ratable benefit of the Banks in accordance with the terms of this Section 2.08 shall be credited, for purposes of the calculation of Availability for Revolving Credit Loans under Section 2.01 hereof, against the outstanding Letter of Credit Obligations subject to Section 2.08(e) hereofdistributions. (e) In the event Eurodollar Loans are outstanding at the time of any mandatory prepayment under this Section 2.08 hereof, such mandatory prepayment shall be applied first to reduce any Prime Rate Loans outstanding to zero. Any remaining mandatory prepayment amount shall be deemed to be Cash Collateral and shall be deposited by Agent in a segregated account to be applied to the Eurodollar Loans. The Cash Collateral in such segregated account shall represent a reduction of the Eurodollar Loans then outstanding and such amount shall be credited against Revolving Credit Loans for purposes of calculating Availability for Revolving Credit Loans. Agent shall hold such amounts in such segregated account and use it to pay the Eurodollar Loans as such loans mature. If the amounts in the segregated account are sufficient to pay (at maturity) the then outstanding Eurodollar Loans, any remaining mandatory prepayment shall then be applied to Letter of Credit Obligations in accordance with Section 2.08(d) hereof. (f) Borrower may, without premium or penalty, reduce the Revolving Credit Commitment to an amount not less than the sum of the aggregate unpaid principal amount of all Revolving Credit Loans, the Term Loan and the Letter of Credit Obligations then outstanding. Each such reduction (i) shall be in an amount which is an integral multiple of One Million Dollars ($1,000,000), (ii) shall be made providing not less than ten (10) Banking Days written notice to Agent, which notice shall state the amount of the payment to be made and shall conform to the amount of the Revolving Credit Commitment after giving effect to such payment, (iii) shall reduce, on a permanent basis, the Revolving Credit Commitment by an amount equal to the amount of such reduction, and (iv) shall be irrevocable. Except as otherwise provided in Section 2.01(b2.11(b) hereofto the contrary, once reduced the Revolving Credit Commitment may not be increased. Borrower may reduce the Revolving Credit Commitment each prepayment pursuant to Zero Dollars ($0) provided the Revolving Credit Termination Date occurs simultaneously therewith. (g) Any prepayments of the Term Loan pursuant hereto this Section 2.11 shall be applied to reduce scheduled principal payments required under prepay ratably the Loans of the Lenders. Amounts prepaid pursuant to this Section 2.07(b) hereof, on a pro-rata basis among the scheduled principal payments remaining to 2.11 may not be madereborrowed.

Optional and Mandatory Prepayments. (a) The Borrower may on the last day of any Interest Period with respect thereto, in the case of Eurodollar Loans, or at any time and from time to time, in the case of Alternate Base Rate Loans, prepay without premium or penalty a Prime Rate Loanthe Loans, in whole or in part, with accrued interest without premium or penalty, upon at least four Business Days' prior irrevocable notice to the Administrative Agent, specifying the date and amount of prepayment 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 prepayment 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 amount prepaid, provided that, each partial prepayment date specified therein. Partial prepayments shall be in a an aggregate principal amount of not less than One Hundred Thousand Dollars ($100,000) (each such payment, 1,000,000 or a “Prime Rate Optional Prepayment”)whole multiple thereof. (bi) Borrower may prepay without premium If any Loan Party or penalty but subject any of its Subsidiaries shall sell, lease, assign, exchange or otherwise dispose of (including as a result of casualty or condemnation) any of its assets in accordance with subsection 6.6(b) or (e) or, prior to an IPO Event, subsection 5.6(b) or (e) of the provisions of Section 13.03 hereof a Eurodollar LoanCulbro Group Guarantee, in whole or in part, with accrued interest to on the date of on which the Net Cash Proceeds thereof are received by such prepayment on Loan Party or such Subsidiary, as the amount paidcase may be, provided that, each partial prepayment shall be in a principal amount of not less than One Million Five Hundred Thousand Dollars ($1,500,000) (each such payment, a “Eurodollar Optional Prepayment”, and together with each Prime Rate Optional Prepayment, collectively, an “Optional Prepayment”). (c) During the term of this Agreement, Borrower shall make mandatory prepayments (i) in an amount equal to 100% of such Net Cash Proceeds shall be applied to the net proceeds received in any Fiscal Year in excess of Fifteen Million Dollars ($15,000,000) in the aggregate, from the sale (other than a sale in the ordinary course of business) of all or any part prepayment of the assets Loans and to the permanent reduction of the Borrower or any Restricted Subsidiary; Revolving Credit Commitments in accordance with paragraph (iv) below. (ii) in If any Loan Party or any of its Subsidiaries shall sell or issue any class of its Capital Stock after the Closing Date, on the date on which the Net Cash Proceeds thereof are received by such Loan Party or such Subsidiary, as the case may be, an amount equal to 100% of such Net Cash Proceeds shall be applied to the net prepayment of the Loans and to the permanent reduction of the Revolving Credit Commitments in accordance with paragraph (iv) below, provided that no reduction of the Revolving Credit Commitments to an amount less than $50,000,000 shall be required pursuant to this subsection and, provided, further, that the Term Loans shall be paid in full upon the occurrence of an IPO Event. (iii) If, after the Closing Date, any reduction in the Purchase Price is required pursuant to Section 1.6 of the Asset Purchase Agreement or Section 1.4 of the Stock Purchase Agreement, on the date on which the Borrower receives any payment in respect of such reduction an amount equal to 100% of the cash proceeds received by Borrower thereof shall be applied to the prepayment of the Loans and to the permanent reduction of the Revolving Credit Commitments in accordance with paragraph (iv) below, provided that no such prepayment or any Restricted Subsidiary from reduction of the sale or issuance Revolving Credit Commitments shall be required except to the extent that the aggregate amount of any debt instrumentsuch Purchase Price reduction exceeds $500,000. (iv) Prepayments on account of the Loans and reductions in the Revolving Credit Commitments made pursuant to paragraphs (i), (ii) and (iii) in an amount equal to the net proceeds received by Borrower or any Restricted Subsidiary under any insurance policy, to the extent that, in the case of property and casualty insurance, such proceeds are not used by Borrower or such Restricted Subsidiary to repair or replace the property which was the subject of such insurance claim, with a reasonable period of time but in no event later than six (6) months from the date such proceeds are received by the Borrower or such Subsidiary, unless Borrower or such Subsidiary has taken action to effect such repair or replacement, as determined by the Agent in good faith, or unless otherwise agreed to by the Agent. With respect to prepayments received by the Agent for the ratable benefit of Banks under this Section 2.08(c), such prepayments subsection shall be applied first, to the then outstanding Revolving Credit Term Loans, and second, to the repayment permanent reduction of the Term Loan if it remains outstanding, and third, at the discretion of Agent, to be held as Cash Collateral to secure Letter of Credit Obligations. (d) To the extent that, at any given time, (i) the Outstanding Credit Facilities exceed the then effective Revolving Credit Commitment, or (ii) the Outstanding Credit Facilities minus amounts outstanding under the Term Loan, if any, exceed the sum of the Availability for Revolving Credit Loans plus the Letter of Credit Obligations, or (iii) the Revolving Credit Loans exceed Commitments then in effect. If, after giving effect to any such reduction in the Availability for Revolving Credit LoansCommitments, or (iv) the Obligations exceed any of the other borrowing limitations set forth in this Agreement, in each case the Borrower shall immediately pay to the Agent for the ratable benefit of the Banks a mandatory prepayment aggregate then outstanding principal amount of the Revolving Credit Loans in an amount equal to such excess and/or Borrower shall immediately provide Cash Collateral for the Letter of Credit Obligations to the extent required to eliminate such excess. Any Cash Collateral deposited with the Agent for the ratable benefit of the Banks in accordance with the terms of this Section 2.08 shall be credited, for purposes of the calculation of Availability for Revolving Credit Loans under Section 2.01 hereof, against the outstanding Letter of Credit Obligations subject to Section 2.08(e) hereof. (e) In the event Eurodollar Loans are outstanding at the time of any mandatory prepayment under this Section 2.08 hereof, such mandatory prepayment shall be applied first to reduce any Prime Rate Loans outstanding to zero. Any remaining mandatory prepayment amount shall be deemed to be Cash Collateral and shall be deposited by Agent in a segregated account to be applied to the Eurodollar Loans. The Cash Collateral in such segregated account shall represent a reduction of the Eurodollar Loans then outstanding and such amount shall be credited against Revolving Credit Loans for purposes of calculating Availability for Revolving Credit Loans. Agent shall hold such amounts in such segregated account and use it to pay the Eurodollar Loans as such loans mature. If the amounts in the segregated account are sufficient to pay (at maturity) the then outstanding Eurodollar Loans, any remaining mandatory prepayment shall then be applied to Letter of Credit Obligations in accordance with Section 2.08(d) hereof. (f) Borrower may, without premium or penalty, reduce the Revolving Credit Commitment to an amount not less than the sum of exceed the aggregate unpaid principal amount of all Revolving Credit Loans, the Term Loan and the Letter of Credit Obligations then outstanding. Each such reduction (i) shall be in an amount which is an integral multiple of One Million Dollars ($1,000,000), (ii) shall be made providing not less than ten (10) Banking Days written notice to Agent, which notice shall state the amount of the payment to be made and shall conform to the amount of the Revolving Credit Commitment after giving effect to such paymentCommitments of all the Lenders as so reduced, (iii) the Borrower shall reduce, on a permanent basis, prepay the Revolving Credit Commitment by an amount equal Loans to the amount extent of such reduction, and excess. (ivc) Each prepayment of the Loans pursuant to this subsection shall be irrevocablemade together with any amounts payable pursuant to subsection and, in the case of the Term Loans, accrued interest to the date of prepayment on the amount prepaid. Except as otherwise provided in Section 2.01(b) hereof, once reduced Amounts prepaid on account of the Revolving Credit Commitment Term Loans may not be increased. Borrower may reduce the Revolving Credit Commitment to Zero Dollars ($0) provided the Revolving Credit Termination Date occurs simultaneously therewithreborrowed. (g) Any prepayments of the Term Loan pursuant hereto shall be applied to reduce scheduled principal payments required under Section 2.07(b) hereof, on a pro-rata basis among the scheduled principal payments remaining to be made.

Optional and Mandatory Prepayments. (a) The Borrower may upon at least one Domestic Business Day's notice to the Administrative Agent, prepay without premium the Base Rate Loans (or penalty a Prime any Money Market Borrowing bearing interest at the Base Rate Loan, by reason of clause (a) of Section 8.01) in whole at any time, or from time to time in partpart in amounts aggregating $10,000,000 or any larger multiple of $1,000,000, by paying the principal amount to be prepaid together with accrued interest thereon to the date of prepayment. Each such prepayment on the amount prepaid, provided that, each partial optional prepayment shall be applied to prepay ratably the Base Rate Loans of the several Banks (or the Money Market Loans included in a principal amount of not less than One Hundred Thousand Dollars ($100,000) (each such payment, a “Prime Rate Optional Prepayment”Money Market Borrowing). (b) Subject to Section 2.15, the Borrower may prepay without premium or penalty but subject may, upon at least two Domestic Business Days' notice to the provisions Administrative Agent, in the case of Section 13.03 hereof a Eurodollar LoanGroup of CD Loans or upon at least three Euro-Dollar Business Days' notice to the Administrative Agent, in the case of a Group of Euro-Dollar Loans, prepay the Loans comprising such a Group, in whole at any time, or from time to time in partpart in amounts aggregating $10,000,000 or any larger multiple of $1,000,000, by paying the principal amount to be prepaid together with accrued interest thereon to the date of prepayment. Each such prepayment on the amount paid, provided that, each partial optional prepayment shall be applied to prepay ratably the Loans of the several Banks included in a principal amount of not less than One Million Five Hundred Thousand Dollars ($1,500,000) (each such payment, a “Eurodollar Optional Prepayment”, and together with each Prime Rate Optional Prepayment, collectively, an “Optional Prepayment”)Group. (c) During In connection with any substitution of Banks pursuant to Section 8.06, the term of this Agreement, Borrower shall make mandatory prepayments (i) in an amount equal to may prepay the net proceeds received in any Fiscal Year in excess of Fifteen Million Dollars ($15,000,000) in the aggregate, from the sale (other than a sale in the ordinary course of business) of all or any part Loans of the assets of the Borrower or any Restricted Subsidiary; Bank being replaced, as provided in clause (ii) in an amount equal to the net proceeds received by Borrower or any Restricted Subsidiary from the sale or issuance of any debt instrument, and (iii) in an amount equal to the net proceeds received by Borrower or any Restricted Subsidiary under any insurance policy, to the extent that, in the case of property and casualty insurance, such proceeds are not used by Borrower or such Restricted Subsidiary to repair or replace the property which was the subject of such insurance claim, with a reasonable period of time but in no event later than six (6) months from the date such proceeds are received by the Borrower or such Subsidiary, unless Borrower or such Subsidiary has taken action to effect such repair or replacement, as determined by the Agent in good faith, or unless otherwise agreed to by the Agent. With respect to prepayments received by the Agent for the ratable benefit of Banks under this Section 2.08(c), such prepayments shall be applied first, to the then outstanding Revolving Credit Loans, second, to the repayment of the Term Loan if it remains outstanding, and third, at the discretion of Agent, to be held as Cash Collateral to secure Letter of Credit Obligations8.06. (d) To Except as provided in Sections 2.06 and 2.13(a), the extent that, at Borrower may not prepay all or any given time, (i) the Outstanding Credit Facilities exceed the then effective Revolving Credit Commitment, or (ii) the Outstanding Credit Facilities minus amounts outstanding under the Term Loan, if any, exceed the sum portion of the Availability for Revolving Credit Loans plus the Letter principal amount of Credit Obligations, or (iii) the Revolving Credit Loans exceed the Availability for Revolving Credit Loans, or (iv) the Obligations exceed any of the other borrowing limitations set forth in this Agreement, in each case the Borrower shall immediately pay Money Market Loan prior to the Agent for the ratable benefit of the Banks a mandatory prepayment of the Revolving Credit Loans in an amount equal to such excess and/or Borrower shall immediately provide Cash Collateral for the Letter of Credit Obligations to the extent required to eliminate such excess. Any Cash Collateral deposited with the Agent for the ratable benefit of the Banks in accordance with the terms of this Section 2.08 shall be credited, for purposes of the calculation of Availability for Revolving Credit Loans under Section 2.01 hereof, against the outstanding Letter of Credit Obligations subject to Section 2.08(e) hereofmaturity thereof. (e) In Upon receipt of a notice of prepayment pursuant to this Section, the event Eurodollar Loans are outstanding at the time of any mandatory prepayment under this Section 2.08 hereof, such mandatory prepayment Administrative Agent shall be applied first to reduce any Prime Rate Loans outstanding to zero. Any remaining mandatory prepayment amount shall be deemed to be Cash Collateral and shall be deposited by Agent in a segregated account to be applied to the Eurodollar Loans. The Cash Collateral in such segregated account shall represent a reduction promptly notify each Bank of the Eurodollar Loans then outstanding contents thereof and of such Bank's ratable share (if any) of such prepayment and such amount shall be credited against Revolving Credit Loans for purposes of calculating Availability for Revolving Credit Loans. Agent shall hold such amounts in such segregated account and use it to pay the Eurodollar Loans as such loans mature. If the amounts in the segregated account are sufficient to pay (at maturity) the then outstanding Eurodollar Loans, any remaining mandatory prepayment shall then be applied to Letter of Credit Obligations in accordance with Section 2.08(d) hereof. (f) Borrower may, without premium or penalty, reduce the Revolving Credit Commitment to an amount not less than the sum of the aggregate unpaid principal amount of all Revolving Credit Loans, the Term Loan and the Letter of Credit Obligations then outstanding. Each such reduction (i) shall be in an amount which is an integral multiple of One Million Dollars ($1,000,000), (ii) shall be made providing not less than ten (10) Banking Days written notice to Agent, which notice shall state not thereafter be revocable by the amount of the payment to be made and shall conform to the amount of the Revolving Credit Commitment after giving effect to such payment, (iii) shall reduce, on a permanent basis, the Revolving Credit Commitment by an amount equal to the amount of such reduction, and (iv) shall be irrevocable. Except as otherwise provided in Section 2.01(b) hereof, once reduced the Revolving Credit Commitment may not be increased. Borrower may reduce the Revolving Credit Commitment to Zero Dollars ($0) provided the Revolving Credit Termination Date occurs simultaneously therewithBorrower. (g) Any prepayments of the Term Loan pursuant hereto shall be applied to reduce scheduled principal payments required under Section 2.07(b) hereof, on a pro-rata basis among the scheduled principal payments remaining to be made.

Optional and Mandatory Prepayments. (a) The Borrower may at any time and from time to time prepay without premium or penalty a Prime Rate Loanthe Loans, in whole or in part, with accrued interest without premium or penalty; provided, that if a Loan is prepaid on any day other than the last day of the Interest Period applicable thereto, the Borrower shall also pay any amounts owing pursuant to Section 2.11 and provided, further, that on or after the date of such prepayment on the amount prepaidInitial Maturity Date, provided that, each partial any prepayment shall be applied pro rata among the Loans and Exchange Notes as provided in a principal amount Section 2.5(d). Upon receipt of not less than One Hundred Thousand Dollars ($100,000) (any such notice the Administrative Agent shall promptly notify each such payment, a “Prime Rate Optional Prepayment”). (b) Borrower may prepay without premium or penalty but subject to Lender thereof. Partial prepayments of Loans and the provisions of Section 13.03 hereof a Eurodollar Loan, in whole or in part, with accrued interest to the date of such prepayment on the amount paid, provided that, each partial prepayment Exchange Notes shall be in a an aggregate principal amount of not less than One Million Five Hundred Thousand Dollars ($1,500,000) (each such payment, a “Eurodollar Optional Prepayment”, and together with each Prime Rate Optional Prepayment, collectively, an “Optional Prepayment”). (c) During the term of this Agreement, Borrower shall make mandatory prepayments (i) in an amount equal to the net proceeds received in any Fiscal Year in excess lesser of Fifteen Million Dollars (A) $15,000,000) in the aggregate1,000,000, from the sale (other than or a sale in the ordinary course of business) of all or any part of the assets of the Borrower or any Restricted Subsidiary; (ii) in an amount equal to the net proceeds received by Borrower or any Restricted Subsidiary from the sale or issuance of any debt instrument, whole multiple thereof and (iiiB) in an amount equal to the net proceeds received by Borrower or any Restricted Subsidiary under any insurance policy, to the extent that, in the case of property and casualty insurance, such proceeds are not used by Borrower or such Restricted Subsidiary to repair or replace the property which was the subject of such insurance claim, with a reasonable period of time but in no event later than six (6) months from the date such proceeds are received by the Borrower or such Subsidiary, unless Borrower or such Subsidiary has taken action to effect such repair or replacement, as determined by the Agent in good faith, or unless otherwise agreed to by the Agent. With respect to prepayments received by the Agent for the ratable benefit of Banks under this Section 2.08(c), such prepayments shall be applied first, to the then outstanding Revolving Credit Loans, second, to the repayment of the Term Loan if it remains outstanding, and third, at the discretion of Agent, to be held as Cash Collateral to secure Letter of Credit Obligations. (d) To the extent that, at any given time, (i) the Outstanding Credit Facilities exceed the then effective Revolving Credit Commitment, or (ii) the Outstanding Credit Facilities minus amounts outstanding under the Term Loan, if any, exceed the sum of the Availability for Revolving Credit Loans plus the Letter of Credit Obligations, or (iii) the Revolving Credit Loans exceed the Availability for Revolving Credit Loans, or (iv) the Obligations exceed any of the other borrowing limitations set forth in this Agreement, in each case the Borrower shall immediately pay to the Agent for the ratable benefit of the Banks a mandatory prepayment of the Revolving Credit Loans in an amount equal to such excess and/or Borrower shall immediately provide Cash Collateral for the Letter of Credit Obligations to the extent required to eliminate such excess. Any Cash Collateral deposited with the Agent for the ratable benefit of the Banks in accordance with the terms of this Section 2.08 shall be credited, for purposes of the calculation of Availability for Revolving Credit Loans under Section 2.01 hereof, against the outstanding Letter of Credit Obligations subject to Section 2.08(e) hereof. (e) In the event Eurodollar Loans are outstanding at the time of any mandatory prepayment under this Section 2.08 hereof, such mandatory prepayment shall be applied first to reduce any Prime Rate Loans outstanding to zero. Any remaining mandatory prepayment amount shall be deemed to be Cash Collateral and shall be deposited by Agent in a segregated account to be applied to the Eurodollar Loans. The Cash Collateral in such segregated account shall represent a reduction of the Eurodollar Loans then outstanding and such amount shall be credited against Revolving Credit Loans for purposes of calculating Availability for Revolving Credit Loans. Agent shall hold such amounts in such segregated account and use it to pay the Eurodollar Loans as such loans mature. If the amounts in the segregated account are sufficient to pay (at maturity) the then outstanding Eurodollar Loans, any remaining mandatory prepayment shall then be applied to Letter of Credit Obligations in accordance with Section 2.08(d) hereof. (f) Borrower may, without premium or penalty, reduce the Revolving Credit Commitment to an amount not less than the sum of the aggregate unpaid principal amount of all Revolving Credit Loansthe Loans and Exchange Notes, as the Term Loan and the Letter of Credit Obligations then outstanding. Each such reduction case may be. (i) If, subsequent to the Closing Date, the Borrower or any of its Restricted Subsidiaries shall be in an amount which is an integral multiple of One Million Dollars issue the Take-Out Debt or any Indebtedness ($1,000,000other than Indebtedness Incurred pursuant to Section 6.1(b)(i), (iii), (iv), (v)(y), (v)(z), (vi), (vii), (viii), (ix), (x) or (xi)) or Capital Stock (other than shares of Capital Stock of a Subsidiary issued to the Borrower or any Wholly Owned Subsidiary of the Borrower), an amount equal to 100% of the Net Cash Proceeds thereof shall be promptly applied toward the prepayment of the Loans and the Exchange Notes as provided in Section 2.5(d); provided, however, that, except in the case of any Take-Out Debt, such Net Cash Proceeds need not be applied to the prepayment of the Loans and the Exchange Notes to the extent that such Net Cash Proceeds are required to be and are applied pursuant to the Senior Credit Agreement in satisfaction of obligations thereunder. (ii) If, subsequent to the Closing Date, the Borrower or any of its Restricted Subsidiaries shall be made providing not less than required to apply any Net Available Cash pursuant to Section 6.4, an amount equal to such Net Available Cash shall be promptly applied toward the prepayment of the Loans and the Exchange Notes as provided in Section 2.5(d) below. (c) The Borrower shall give the Administrative Agent (which shall promptly notify each Lender) at least three (3) Business Days’ prior irrevocable notice or, telephone notice promptly confirmed in writing of each prepayment in whole or in part pursuant to this Agreement setting forth the date and amount 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 to, but excluding, such date on the amount prepaid. (d) As promptly as practicable after the Administrative Agent receives notice of a prepayment pursuant to Section 2.5(c), the Administrative Agent, in cooperation with the Trustee, shall give notice to each holder of an Exchange Note of the pro rata amount that would be payable to such holder in respect of such holder’s Exchange Note and the expected date of such prepayment. Any holder of noncallable Exchange Notes that wishes to accept such prepayment (each, an “Accepting Holder”) shall notify the Trustee and the Administrative Agent in writing within ten (10) Banking Business Days written of receipt of notice of prepayment. Payments and offers to prepay the Loans and Exchange Notes shall be made ratably among the Loans and Exchange Notes. After the Administrative Agent receives the prepayment amount, such prepayment amount shall be distributed promptly by the Administrative Agent, which notice shall state in cooperation with the Trustee, subject to Section 2.8(b), in the following order, with appropriate adjustments being made to account for the receipt by the Trustee of any prepayment in respect of the Exchange Notes: First, to the payment of all amounts described in clauses “First” and “Second” of Section 2.8(b)(i); Second, to the payment of interest then due and payable on the Loans, Exchange Notes of Accepting Holders and callable Exchange Notes, ratably among the Lenders, the Accepting Holders and Holders of callable Exchange Notes in accordance with the aggregate amount of interest owed to each such Lender, Accepting Holder and Holder; and Third, to the payment of the principal amount of the payment Loans, the Exchange Notes of Accepting Holders and the callable Exchange Notes that is then due and payable, ratably among the Lenders, the Accepting Holders and Holders of callable Exchange Notes in accordance with the aggregate principal amount owed to each such Lender, Accepting Holder and Holder. Amounts offered to and rejected by any Exchange Note holder shall be ratably applied to prepay the Loans, the Exchange Notes held by Accepting Holders and callable Exchange Notes. Any offers to prepay non-callable Exchange Notes shall be made in accordance with the provisions relating thereto in the Indenture, and shall conform to with applicable law, and the amount distribution of the Revolving Credit Commitment relevant prepayment amount hereunder shall be made promptly after giving effect to such payment, (iii) shall reduce, on a permanent basis, the Revolving Credit Commitment by an amount equal to the amount expiration of such reduction, and (iv) shall be irrevocable. Except as otherwise provided in Section 2.01(b) hereof, once reduced the Revolving Credit Commitment may not be increased. Borrower may reduce the Revolving Credit Commitment to Zero Dollars ($0) provided the Revolving Credit Termination Date occurs simultaneously therewithoffer. (g) Any prepayments of the Term Loan pursuant hereto shall be applied to reduce scheduled principal payments required under Section 2.07(b) hereof, on a pro-rata basis among the scheduled principal payments remaining to be made.

Optional and Mandatory Prepayments. (a) Borrower may The Company may, subject to subsection 2.16, at any time and from time to time, prepay without premium or penalty a Prime the Committed Rate LoanLoans and/or the Swing Line Loans then outstanding, in whole or in part, without premium or penalty, and upon at least three Business Days' irrevocable notice to the Agent, in the case of Eurodollar Loans, upon at least two Business Days' irrevocable notice to the Agent, in the case of C/D Rate Loans and upon irrevocable notice to the Agent not later than 12:00 Noon, New York City time, on the date of such prepayment, in the case of ABR Loans, each such notice to specify (i) the date and amount of such prepayment, (ii) whether the prepayment is of Eurodollar Loans, ABR Loans, C/D Rate Loans, or a combination thereof, and, if of a combination thereof, the principal amount of prepayment allocable to each and (iii) the original principal amount of the Swing Line Loan, Swing Line Loans, Committed Rate Loan or Committed Rate Loans which are to be prepaid and the date or dates such Swing Line Loan, Swing Line Loans, Committed Rate Loan or Committed Rate Loans were made, provided that the Company may not both prepay ABR Loans under this subsection 2.6(a) and borrow ABR Loans under subsection 2.1 or 2.23 on the same day. Upon receipt of any such notice, the Agent shall promptly notify each Lender thereof. If any such notice is given, the Company will make the prepayment specified therein, together with any amounts payable pursuant to subsection 2.16, and such prepayment, together with such amounts payable pursuant to subsection 2.16, shall be due and payable on the date specified therein, together (in the case of Eurodollar Loans or C/D Rate Loans) with accrued interest to such date on the amount prepaid. Each partial prepayment of the Loans pursuant to this paragraph (a) shall be in an amount equal to $2,500,000 or a greater whole multiple of $1,000,000; provided, that unless the Eurodollar Loans or C/D Rate Loans comprising any Tranche are prepaid in full, no prepayment shall be made in respect of Eurodollar Loans or C/D Rate Loans if, after giving effect to such prepayment, the aggregate principal amount of the Loans comprising any Tranche shall be less than $5,000,000. (b) If at any time the Aggregate Outstandings exceed the aggregate Commitments in effect at such time, whether as a result of a reduction or termination of the Commitments pursuant to subsection 2.5, or otherwise, the Company shall immediately prepay the Committed Rate Loans or Swing Line Loans, or, if no Committed Rate Loans or Swing Line Loans are outstanding, cash collateralize the Letters of Credit and the Bid Loans (in each case pursuant to a cash collateral agreement substantially in the form of Exhibit I (the "Cash Collateral Agreement")) in an amount equal to such excess, together with interest thereon accrued to the date of such prepayment on the amount prepaid, provided that, each partial prepayment shall be and any amounts payable pursuant to subsection 2.16 in a principal amount of not less than One Hundred Thousand Dollars ($100,000) (each such payment, a “Prime Rate Optional Prepayment”). (b) Borrower may prepay without premium or penalty but subject to the provisions of Section 13.03 hereof a Eurodollar Loan, in whole or in part, with accrued interest to the date of such prepayment on the amount paid, provided that, each partial prepayment shall be in a principal amount of not less than One Million Five Hundred Thousand Dollars ($1,500,000) (each such payment, a “Eurodollar Optional Prepayment”, and together with each Prime Rate Optional Prepayment, collectively, an “Optional Prepayment”)connection therewith. (c) During If the term making of this Agreement, Borrower shall make any mandatory prepayments (iprepayment pursuant to subsection 2.6(b) would result in an amount equal to the net proceeds received in any Fiscal Year in excess of Fifteen Million Dollars ($15,000,000) in the aggregate, from the sale (other than a sale in the ordinary course of business) of all or any part obligation of the assets Company to pay any material amounts pursuant to subsection 2.16, the Company shall be entitled, in lieu of making the Borrower or any Restricted Subsidiary; (ii) in an amount equal to the net proceeds received by Borrower or any Restricted Subsidiary from the sale or issuance of any debt instrument, and (iii) in an amount equal to the net proceeds received by Borrower or any Restricted Subsidiary under any insurance policyrequired prepayment at such time, to the extent that, in the case of property and casualty insurance, such proceeds are not used by Borrower or such Restricted Subsidiary to repair or replace the property which was the subject of such insurance claim, with a reasonable period of time but in no event later than six (6) months from the date such proceeds are received by the Borrower or such Subsidiary, unless Borrower or such Subsidiary has taken action to effect such repair or replacement, as determined by the Agent in good faith, or unless otherwise agreed to by the Agent. With respect to prepayments received by the Agent for the ratable benefit of Banks under this Section 2.08(c), such prepayments shall be applied first, to the then outstanding Revolving Credit Loans, second, to the repayment of the Term Loan if it remains outstanding, and third, at the discretion of Agent, to be held as Cash Collateral to secure Letter of Credit Obligations. (d) To the extent that, at any given time, (i) the Outstanding Credit Facilities exceed the then effective Revolving Credit Commitment, or (ii) the Outstanding Credit Facilities minus amounts outstanding under the Term Loan, if any, exceed the sum of the Availability for Revolving Credit Loans plus the Letter of Credit Obligations, or (iii) the Revolving Credit Loans exceed the Availability for Revolving Credit Loans, or (iv) the Obligations exceed any of the other borrowing limitations set forth in this Agreement, in each case the Borrower shall immediately pay to the Agent for the ratable benefit of the Banks a mandatory prepayment of the Revolving Credit Loans in place an amount equal to such excess and/or Borrower shall immediately provide prepayment in a cash collateral account established pursuant to the Cash Collateral for the Letter of Credit Obligations to the extent required to eliminate Agreement. Moneys on deposit in such excess. Any Cash Collateral deposited with the Agent for the ratable benefit cash collateral account shall be invested in short-term obligations of the Banks in accordance with the terms of this Section 2.08 shall be credited, for purposes of the calculation of Availability for Revolving Credit Loans under Section 2.01 hereof, against the outstanding Letter of Credit Obligations subject to Section 2.08(e) hereof. (e) In the event Eurodollar Loans are outstanding at the time of any mandatory prepayment under this Section 2.08 hereof, such mandatory prepayment shall be applied first to reduce any Prime Rate Loans outstanding to zero. Any remaining mandatory prepayment amount shall be deemed to be Cash Collateral United States government and shall be deposited by Agent in a segregated account to be applied to the Eurodollar prepayment of the Loans in accordance the Cash Collateral Agreement on the earliest date on which the costs to the Lenders referred to in subsection 2.16 would be avoided. During the period prior to such prepayment of such Loans, interest shall continue to accrue on such Loans. The Cash Collateral Prior to the depositing of any moneys in the cash collateral account, the Agent and the Lenders shall be provided with such segregated account shall represent a reduction legal opinions and other documentation with respect to the legality, validity, enforceability, perfection and priority of the Eurodollar Loans then outstanding and such amount shall be credited against Revolving Credit Loans for purposes of calculating Availability for Revolving Credit Loans. Agent shall hold such amounts in such segregated cash collateral account and use it to pay the Eurodollar Loans as such loans mature. If the amounts in the segregated account are sufficient to pay (at maturity) the then outstanding Eurodollar Loans, any remaining mandatory prepayment shall then be applied to Letter of Credit Obligations in accordance with Section 2.08(d) hereofthey may reasonably deem necessary or appropriate. (f) Borrower may, without premium or penalty, reduce the Revolving Credit Commitment to an amount not less than the sum of the aggregate unpaid principal amount of all Revolving Credit Loans, the Term Loan and the Letter of Credit Obligations then outstanding. Each such reduction (i) shall be in an amount which is an integral multiple of One Million Dollars ($1,000,000), (ii) shall be made providing not less than ten (10) Banking Days written notice to Agent, which notice shall state the amount of the payment to be made and shall conform to the amount of the Revolving Credit Commitment after giving effect to such payment, (iii) shall reduce, on a permanent basis, the Revolving Credit Commitment by an amount equal to the amount of such reduction, and (iv) shall be irrevocable. Except as otherwise provided in Section 2.01(b) hereof, once reduced the Revolving Credit Commitment may not be increased. Borrower may reduce the Revolving Credit Commitment to Zero Dollars ($0) provided the Revolving Credit Termination Date occurs simultaneously therewith. (g) Any prepayments of the Term Loan pursuant hereto shall be applied to reduce scheduled principal payments required under Section 2.07(b) hereof, on a pro-rata basis among the scheduled principal payments remaining to be made.

Optional and Mandatory Prepayments. (a) The Borrower may at any time and from time to time prepay without premium or penalty a Prime Rate Loanthe Revolving Credit Loans, in whole or in part, without premium or penalty (subject to subsection 2.17), upon at least four Business Days' irrevocable notice to the Agent, specifying the date and amount of prepayment 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 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 subsection 2.17. Partial prepayments shall be in an aggregate principal amount of $1,000,000 or a whole multiple thereof. (b) In the event the aggregate unpaid principal amount of the Revolving Credit Loans shall at any time be in excess of the Borrowing Base at such time, the Agent shall so notify the Borrower, and the Borrower shall, within 30 days after such notification, either (i) prepay the principal of the Revolving Credit Loans, in an aggregate amount at least equal to such excess, together with accrued interest on the amount prepaid to the date of such prepayment on or (ii) take such actions as may be approved by the Agent and the Co-Agent in their sole discretion to increase the Borrowing Base by the amount prepaid, provided that, each partial prepayment shall be of such excess in a principal amount of not less than One Hundred Thousand Dollars ($100,000) (each such payment, a “Prime Rate Optional Prepayment”)manner satisfactory to the Agent and the Co-Agent. (c) In the event the Borrower or any Subsidiary Guarantor determines to sell or otherwise dispose of any of the Borrowing Base Assets (other than sales permitted by subsections 6.6 (a), (b), (c), (d) and (f)), the Borrower may prepay without premium or penalty shall immediately notify the Agent and the Co-Agent (but subject to the provisions of Section 13.03 hereof a Eurodollar Loan, in whole or in part, with accrued interest no event later than five Business Days prior to the date of such prepayment on sale or disposition) and, no later than three Business Days following the amount paidconsummation of such sale or disposition, provided that, each partial prepayment shall be in a principal amount of not less than One Million Five Hundred Thousand Dollars ($1,500,000) (each such payment, a “Eurodollar Optional Prepayment”, and together with each Prime Rate Optional Prepayment, collectively, an “Optional Prepayment”). (c) During the term of this Agreement, Borrower shall make mandatory prepayments (i) prepay the Revolving Credit Loans in an aggregate amount equal to the net proceeds received in any Fiscal Year in excess of Fifteen Million Dollars ($15,000,000) in such sale or disposition; provided that no later than three Business Days following the aggregate, from the sale (other than a sale in the ordinary course of business) of all or any part redetermination of the assets of Borrowing Base by the Borrower or any Restricted Subsidiary; (ii) in an amount equal Agent and the Co-Agent to the net proceeds received by Borrower or any Restricted Subsidiary from the reflect such sale or issuance of any debt instrument, and (iii) in an amount equal to the net proceeds received by Borrower or any Restricted Subsidiary under any insurance policy, disposition to the extent that, in the case of property and casualty insurance, such proceeds are not used required by Borrower or such Restricted Subsidiary to repair or replace the property which was the subject of such insurance claim, with a reasonable period of time but in no event later than six (6) months from the date such proceeds are received by the Borrower or such Subsidiary, unless Borrower or such Subsidiary has taken action to effect such repair or replacement, as determined by the Agent in good faith, or unless otherwise agreed to by the Agent. With respect to prepayments received by the Agent for the ratable benefit of Banks under this Section 2.08(csubsection 2.6(b)(v), such prepayments shall be applied first, to the then outstanding Revolving Credit Loans, second, to the repayment of the Term Loan if it remains outstanding, and third, at the discretion of Agent, to be held as Cash Collateral to secure Letter of Credit Obligations. (d) To the extent that, at any given time, (i) the Outstanding Credit Facilities exceed the then effective Revolving Credit Commitment, or (ii) the Outstanding Credit Facilities minus amounts outstanding under the Term Loan, if any, exceed the sum of the Availability for Revolving Credit Loans plus the Letter of Credit Obligations, or (iii) the Revolving Credit Loans exceed the Availability for Revolving Credit Loans, or (iv) the Obligations exceed any of the other borrowing limitations set forth in this Agreement, in each case the Borrower shall immediately pay to the Agent for the ratable benefit of the Banks a mandatory prepayment of additionally prepay the Revolving Credit Loans in an aggregate amount equal to the excess, if any, of (i) the aggregate principal amount of outstanding Revolving Credit Loans after reflecting payment of the net proceeds of such excess and/or Borrower shall immediately provide Cash Collateral for asset sale or disposition over (ii) the Letter of Credit Obligations to the extent required to eliminate such excess. Any Cash Collateral deposited with Borrowing Base as redetermined by the Agent for and the ratable benefit Co-Agent to reflect such sale or disposition. (d) In the event that both ABR Loans and Eurodollar Loans are outstanding on the date of the Banks any such mandatory prepayment made in accordance with the terms of paragraph (b) or (c) of this Section 2.08 2.7, the Borrower shall be credited, for purposes of the calculation of Availability for Revolving Credit Loans under Section 2.01 hereof, against the outstanding Letter of Credit Obligations subject to Section 2.08(e) hereof. (e) In the event Eurodollar Loans are outstanding at the time of any mandatory prepayment under this Section 2.08 hereof, apply such mandatory prepayment shall be applied first to reduce prepay any Prime Rate or all of such outstanding ABR Loans outstanding and next to zero. Any remaining mandatory prepayment amount shall be deemed to be Cash Collateral and shall be deposited by Agent in a segregated account to be applied to the Eurodollar Loans. The Cash Collateral in prepay any or all of such segregated account shall represent a reduction of the Eurodollar Loans then outstanding and such amount shall be credited against Revolving Credit Loans for purposes of calculating Availability for Revolving Credit Loans. Agent shall hold such amounts in such segregated account and use it to pay the Eurodollar Loans as such loans mature. If the amounts in the segregated account are sufficient to pay (at maturity) the then outstanding Eurodollar Loans; provided that in the event the Borrower shall apply such mandatory prepayment to prepay a Eurodollar Loan on a date other than the last day of an Interest Period with respect thereto, any remaining mandatory prepayment losses or costs incurred by the Lenders shall then be applied to Letter of Credit Obligations indemnified by the Borrower in accordance with the provisions of Section 2.08(d) hereof2.17. (f) Borrower may, without premium or penalty, reduce the Revolving Credit Commitment to an amount not less than the sum of the aggregate unpaid principal amount of all Revolving Credit Loans, the Term Loan and the Letter of Credit Obligations then outstanding. Each such reduction (i) shall be in an amount which is an integral multiple of One Million Dollars ($1,000,000), (ii) shall be made providing not less than ten (10) Banking Days written notice to Agent, which notice shall state the amount of the payment to be made and shall conform to the amount of the Revolving Credit Commitment after giving effect to such payment, (iii) shall reduce, on a permanent basis, the Revolving Credit Commitment by an amount equal to the amount of such reduction, and (iv) shall be irrevocable. Except as otherwise provided in Section 2.01(b) hereof, once reduced the Revolving Credit Commitment may not be increased. Borrower may reduce the Revolving Credit Commitment to Zero Dollars ($0) provided the Revolving Credit Termination Date occurs simultaneously therewith. (g) Any prepayments of the Term Loan pursuant hereto shall be applied to reduce scheduled principal payments required under Section 2.07(b) hereof, on a pro-rata basis among the scheduled principal payments remaining to be made.

Optional and Mandatory Prepayments. (a) The Borrower may may, at any time and from time to time, prepay without premium or penalty a Prime Rate Loanthe Loans, 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. The Administrative Agent shall promptly notify each Lender of 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 the such date of such prepayment on the amount prepaid, provided that, each partial prepayment . Partial prepayments shall be in a an aggregate principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof and may only be made, if after giving effect thereto, Section 2.8 shall not less than One Hundred Thousand Dollars ($100,000) (each such payment, a “Prime Rate Optional Prepayment”)have been contravened. (b) Borrower may prepay without premium or penalty but subject to the provisions of Section 13.03 hereof a Eurodollar Loan, in whole or in part, with accrued interest to the date of such prepayment on the amount paid, provided that, each partial prepayment shall be in a principal amount of not less than One Million Five Hundred Thousand Dollars ($1,500,000) (each such payment, a “Eurodollar Optional Prepayment”, and together with each Prime Rate Optional Prepayment, collectively, an “Optional Prepayment”). (c) During the term of this Agreement, Borrower shall make mandatory prepayments (i) in an amount equal to If, at any time, either (A) the net proceeds received in any Fiscal Year in excess of Fifteen Million Dollars ($15,000,000) in the aggregate, from the sale (other than a sale in the ordinary course of business) of all or any part of the assets Asset Coverage Ratio of the Borrower shall be less than the Minimum Permitted Ratio, or any Restricted Subsidiary; (iiB) in an the aggregate amount equal of all Indebtedness of the Borrower (including, without limitation, the Loans made to the net proceeds received by Borrower) then outstanding exceeds the limits provided in the Borrower’s Prospectus, then, in each case within thirty-five (35) calendar days thereafter, the Borrower or any Restricted Subsidiary from the sale or issuance of any debt instrument, and (iii) in an amount equal to the net proceeds received by Borrower or any Restricted Subsidiary under any insurance policy, shall repay Loans to the extent that, in the case of property and casualty insurance, such proceeds are not used by Borrower or such Restricted Subsidiary necessary to repair or replace the property which was the subject of such insurance claim, with a reasonable period of time but in no event later than six ensure that (6) months from the date such proceeds are received by the Borrower or such Subsidiary, unless Borrower or such Subsidiary has taken action to effect such repair or replacement, as determined by the Agent in good faith, or unless otherwise agreed to by the Agent. With respect to prepayments received by the Agent for the ratable benefit of Banks under this Section 2.08(c), such prepayments shall be applied first, to the then outstanding Revolving Credit Loans, second, to the repayment of the Term Loan if it remains outstanding, and third, at the discretion of Agent, to be held as Cash Collateral to secure Letter of Credit Obligations. (d) To the extent that, at any given time, (ix) the Outstanding Credit Facilities exceed the then effective Revolving Credit Commitment, or (ii) the Outstanding Credit Facilities minus amounts outstanding under the Term Loan, if any, exceed the sum of the Availability for Revolving Credit Loans plus the Letter of Credit Obligations, or (iii) the Revolving Credit Loans exceed the Availability for Revolving Credit Loans, or (iv) the Obligations exceed any of the other borrowing limitations Borrower’s Asset Coverage Ratio after such payments is in compliance with applicable covenants concerning minimum Asset Coverage Ratio set forth in this Agreement, in each case the Borrower shall immediately pay to the Agent for the ratable benefit of the Banks a mandatory prepayment of the Revolving Credit Loans in an amount equal to such excess and/or Borrower shall immediately provide Cash Collateral for the Letter of Credit Obligations to the extent required to eliminate such excess. Any Cash Collateral deposited with the Agent for the ratable benefit of the Banks in accordance with the terms of this Section 2.08 shall be credited, for purposes of the calculation of Availability for Revolving Credit Loans under Section 2.01 hereof, against the outstanding Letter of Credit Obligations subject to Section 2.08(e) hereof. Agreement or (e) In the event Eurodollar Loans are outstanding at the time of any mandatory prepayment under this Section 2.08 hereof, such mandatory prepayment shall be applied first to reduce any Prime Rate Loans outstanding to zero. Any remaining mandatory prepayment amount shall be deemed to be Cash Collateral and shall be deposited by Agent in a segregated account to be applied to the Eurodollar Loans. The Cash Collateral in such segregated account shall represent a reduction of the Eurodollar Loans then outstanding and such amount shall be credited against Revolving Credit Loans for purposes of calculating Availability for Revolving Credit Loans. Agent shall hold such amounts in such segregated account and use it to pay the Eurodollar Loans as such loans mature. If the amounts in the segregated account are sufficient to pay (at maturityy) the then outstanding Eurodollar Loans, any remaining mandatory prepayment shall then be applied to Letter of Credit Obligations in accordance with Section 2.08(d) hereof. (f) Borrower may, without premium or penalty, reduce the Revolving Credit Commitment to an amount not less than the sum of the aggregate unpaid principal amount of all Revolving Credit Loans, the Term Loan and the Letter of Credit Obligations then outstanding. Each such reduction (i) shall be in an amount which is an integral multiple of One Million Dollars ($1,000,000), (ii) shall be made providing not less than ten (10) Banking Days written notice to Agent, which notice shall state the amount Indebtedness of the payment to be made and shall conform to the amount of the Revolving Credit Commitment Borrower then outstanding does not after giving effect to such payment, (iii) shall reduce, on a permanent basis, the Revolving Credit Commitment by an amount equal to the amount of payments exceed such reduction, and (iv) shall be irrevocable. Except as otherwise limits provided in Section 2.01(b) hereofthe Borrower’s Prospectus, once reduced as the Revolving Credit Commitment case may not be increased. Borrower may reduce the Revolving Credit Commitment to Zero Dollars ($0) provided the Revolving Credit Termination Date occurs simultaneously therewithbe. (g) Any prepayments of the Term Loan pursuant hereto shall be applied to reduce scheduled principal payments required under Section 2.07(b) hereof, on a pro-rata basis among the scheduled principal payments remaining to be made.

Optional and Mandatory Prepayments. (a) The Borrower may at any time and from time to time prepay without premium or penalty a Prime Rate Loanthe Loans, in whole or in part, with accrued interest to the date of such prepayment on the amount prepaid, provided that, each partial prepayment shall be in a principal amount of not less than One Hundred Thousand Dollars ($100,000) (each such payment, a “Prime Rate Optional Prepayment”). (b) Borrower may prepay without premium or penalty but subject to the provisions of Section 13.03 hereof a Eurodollar Loan, in whole or in part, with accrued interest to the date of such prepayment on the amount paid, provided that, each partial prepayment shall be in a principal amount of not less than One Million Five Hundred Thousand Dollars ($1,500,000) (each such payment, a “Eurodollar Optional Prepayment”, and together with each Prime Rate Optional Prepayment, collectively, an “Optional Prepayment”). (c) During the term of this Agreement, Borrower shall make mandatory prepayments (i) in an amount equal to the net proceeds received in any Fiscal Year in excess of Fifteen Million Dollars ($15,000,000) in the aggregate, from the sale (other than a sale in the ordinary course of business) of all or any part of the assets of the Borrower or any Restricted Subsidiary; (ii) in an amount equal to the net proceeds received by Borrower or any Restricted Subsidiary from the sale or issuance of any debt instrument, and (iii) in an amount equal to the net proceeds received by Borrower or any Restricted Subsidiary under any insurance policy, to the extent that, in the case of property and casualty insurance, such proceeds are not used by Borrower or such Restricted Subsidiary to repair or replace the property which was the subject of such insurance claim, with a reasonable period of time but in no event later than six (6) months from the date such proceeds are received by the Borrower or such Subsidiary, unless Borrower or such Subsidiary has taken action to effect such repair or replacement, as determined by the Agent in good faith, or unless otherwise agreed to by the Agent. With respect to prepayments received by the Agent for the ratable benefit of Banks under this Section 2.08(c), such prepayments shall be applied first, to the then outstanding Revolving Credit Loans, second, to the repayment of the Term Loan if it remains outstanding, and third, at the discretion of Agent, to be held as Cash Collateral to secure Letter of Credit Obligations. (d) To the extent that, at any given time, (i) the Outstanding Credit Facilities exceed the then effective Revolving Credit Commitment, or (ii) the Outstanding Credit Facilities minus amounts outstanding under the Term Loan, if any, exceed the sum of the Availability for Revolving Credit Loans plus the Letter of Credit Obligations, or (iii) the Revolving Credit Loans exceed the Availability for Revolving Credit Loans, or (iv) the Obligations exceed any of the other borrowing limitations set forth in this Agreement, in each case the Borrower shall immediately pay to the Agent for the ratable benefit of the Banks a mandatory prepayment of the Revolving Credit Loans in an amount equal to such excess and/or Borrower shall immediately provide Cash Collateral for the Letter of Credit Obligations to the extent required to eliminate such excess. Any Cash Collateral deposited with the Agent for the ratable benefit of the Banks in accordance with the terms of this Section 2.08 shall be credited, for purposes of the calculation of Availability for Revolving Credit Loans under Section 2.01 hereof, against the outstanding Letter of Credit Obligations subject to Section 2.08(e) hereof. (e) In the event Eurodollar Loans are outstanding at the time of any mandatory prepayment under this Section 2.08 hereof, such mandatory prepayment shall be applied first to reduce any Prime Rate Loans outstanding to zero. Any remaining mandatory prepayment amount shall be deemed to be Cash Collateral and shall be deposited by Agent in a segregated account to be applied to the Eurodollar Loans. The Cash Collateral in such segregated account shall represent a reduction of the Eurodollar Loans then outstanding and such amount shall be credited against Revolving Credit Loans for purposes of calculating Availability for Revolving Credit Loans. Agent shall hold such amounts in such segregated account and use it to pay the Eurodollar Loans as such loans mature. If the amounts in the segregated account are sufficient to pay (at maturity) the then outstanding Eurodollar Loans, any remaining mandatory prepayment shall then be applied to Letter of Credit Obligations in accordance with Section 2.08(d) hereof. (f) Borrower may, without premium or penalty, reduce upon irrevocable notice delivered to the Revolving Credit Commitment to an Administrative Agent at least ten Business Days prior thereto, which notice shall specify the date and amount not less of prepayment; provided, that if a Loan is prepaid on any day earlier than the sum last day of the Interest Period applicable thereto, the Borrower shall also pay any amounts owing pursuant to Section 2.11, and provided, further, that on or after the Initial Maturity Date, any prepayment shall be applied pro rata among the Loans and Exchange Notes as provided in Section 2.5(d) below. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant 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 to such date on the amount prepaid. Partial prepayments of the Loans and the Exchange Notes shall be in an aggregate principal amount equal to the lesser of (A) $1,000,000, or a whole multiple thereof, and (B) the aggregate unpaid principal amount of all Revolving Credit Loansthe Loans and Exchange Notes, as the Term Loan case may be. Prepayments of the Loans and Exchange Notes pursuant to this Section 2.5(a) shall be applied to the Letter outstanding principal amounts of Credit Obligations then outstandingthe Loans and Exchange Notes ratably according to the outstanding principal amounts of such Loans and Exchange Notes as provided in Section 2.5(d) below. Each such reduction 35 30 (i) If, subsequent to the Closing Date, the Borrower or any of its Subsidiaries shall issue any Indebtedness (other than, subject to Section 5.11, the Take-Out Debt) or Capital Stock, an amount equal to 100% of the Net Cash Proceeds thereof shall be promptly applied toward the prepayment of the Loans and the Exchange Notes as provided in an amount which is an integral multiple Section 2.5(d) below; provided, however, that such Net Cash Proceeds need not be applied to the prepayment of One Million Dollars ($1,000,000), the Loans and the Exchange Notes to the extent that such Net Cash Proceeds are applied pursuant to the Senior Credit Agreement. (ii) If, subsequent to the Closing Date, the Borrower or any of its Subsidiaries shall be made providing not less than ten (10) Banking Days written notice required to Agentapply any Net Available Cash pursuant to Section 6.4(a)(iii)(B), which notice shall state the amount of the payment to be made and shall conform to the amount of the Revolving Credit Commitment after giving effect to such payment, (iii) shall reduce, on a permanent basis, the Revolving Credit Commitment by an amount equal to the amount of such reduction, and (iv) Net Available Cash to be applied pursuant thereto shall be irrevocable. Except promptly applied toward the prepayment of the Loans and the Exchange Notes as otherwise provided in Section 2.01(b2.5(d) hereof, once reduced the Revolving Credit Commitment may not be increased. Borrower may reduce the Revolving Credit Commitment to Zero Dollars ($0) provided the Revolving Credit Termination Date occurs simultaneously therewithbelow. (giii) Any prepayments The Borrower shall give the Administrative Agent (which shall promptly notify each Lender) at least three Business Days' prior written notice of each prepayment in whole or in part pursuant to this Agreement setting forth the date and amount thereof. (c) Accrued and unpaid interest on the amount of any principal of the Term Loan pursuant hereto Loans prepaid under this Section 2.5 shall be paid to and on the date of such prepayment. (d) As promptly as practicable after the Administrative Agent receives notice of a prepayment pursuant to Section 2.5(b)(iii), the Administrative Agent, in cooperation with any trustee under the Indenture (the "Trustee"), shall give notice to each holder of an Exchange Note of the pro rata amount that would be payable to such holder in respect of such holder's Exchange Note and the expected date of such prepayment. Any holder of noncallable Exchange Notes that wishes to accept such prepayment (each, an "Accepting Holder") shall promptly notify the Trustee and the Administrative Agent in writing. Payments and offers to prepay the Loans and Exchange Notes shall be made ratably among the Loans and Exchange Notes. After the Administrative Agent receives the prepayment amount, such prepayment amount shall be distributed by the Administrative Agent, in cooperation with the Trustee, subject to Section 2.8(b), in the following order, with appropriate adjustments being made to account for the receipt by the Trustee of any prepayment in respect of the Exchange Notes: First, to the payment of all amounts described in clauses "First" and "Second" of Section 2.8(b)(i); Second, to the payment of interest then due and payable on the Loans, Exchange Notes of Accepting Holders and callable Exchange Notes, ratably among the Lenders, the Accepting Holders and Holders of callable Exchange Notes in accordance with the aggregate amount of interest owed to each such Lender, Accepting Holder and Holder; and Third, to the payment of the principal amount of the Loans, the Exchange Notes of Accepting Holders and the callable Exchange Notes that is then due and payable, ratably among the Lenders, the Accepting Holders and Holders of callable Exchange Notes in accordance with the aggregate principal amount owed to each such Lender, Accepting Holder and Holder. Amounts offered to and rejected by any Exchange Note holder shall be ratably applied to reduce scheduled principal payments required under Section 2.07(b) hereofprepay the Loans, on a prothe Exchange Notes held by Accepting Holders and callable Exchange Notes. Any offers to prepay non-rata basis among callable Exchange Notes shall be made in accordance with the scheduled principal payments remaining to provisions relating thereto in the Indenture, and with applicable law, and the distribution of the relevant prepayment amount hereunder shall be mademade promptly after the expiration of such offer.

Optional and Mandatory Prepayments. (a) The Borrower may shall have the right at any time and from time to time to prepay without premium or penalty a Prime Rate Loanthe Loans, in whole or in part, with accrued interest subject to the date requirements of this Section and payment of any amounts required under Section 2.10; provided, that each such prepayment on the amount prepaid, provided that, each partial prepayment repayment shall be in a principal amount an integral multiple of $1,000,000 and not less than One Hundred Thousand Dollars $5,000,000; provided, further, that on or after the Initial Maturity Date, any optional prepayment pursuant to this clause ($100,000a) (each such payment, a “Prime Rate Optional Prepayment”)shall be applied pro rata among the Loans and any Exchange Notes that are then callable. (b) Borrower may prepay without premium In the event and on each occasion that any Net Proceeds are received or penalty but subject to the provisions of Section 13.03 hereof a Eurodollar Loan, in whole held by or in part, with accrued interest to the date of such prepayment on the amount paid, provided that, each partial prepayment shall be in a principal amount of not less than One Million Five Hundred Thousand Dollars ($1,500,000) (each such payment, a “Eurodollar Optional Prepayment”, and together with each Prime Rate Optional Prepayment, collectively, an “Optional Prepayment”). (c) During the term of this Agreement, Borrower shall make mandatory prepayments (i) in an amount equal to the net proceeds received in any Fiscal Year in excess of Fifteen Million Dollars ($15,000,000) in the aggregate, from the sale (other than a sale in the ordinary course of business) of all or any part of the assets behalf of the Borrower or any Restricted Subsidiary; Subsidiary prior to the Initial Maturity Date in respect of any Prepayment Event, the Borrower shall, within three Business Days after such Net Proceeds are received (or any amounts theretofore received become Net Proceeds), prepay Loans in accordance with paragraph (e) below in an aggregate amount equal to 100% of such Net Proceeds. Notwithstanding the foregoing: (i) in the case of any event described in clause (a) of the definition of the term Prepayment Event, such Net Proceeds need not be applied toward the prepayment of Loans and Exchange Notes to the extent that such Net Proceeds are required to be applied to repay Indebtedness under the Credit Agreement and are so applied; (ii) in an amount equal the case of any event described in clause (a) of the definition of the term Prepayment Event, if the Borrower shall deliver to the net proceeds received by Borrower or any Restricted Subsidiary from the sale or issuance Administrative Agent within five Business Days of any debt instrument, and (iii) in an amount equal such event a certificate of a Financial Officer to the net proceeds received by effect that the Borrower and the Subsidiaries intend to apply the Net Proceeds from such event (or any Restricted Subsidiary under any insurance policya portion thereof specified in such certificate), within 270 days after receipt of such Net Proceeds, to acquire Syndicated Interests or real property, equipment or other assets to be used in the business of the Borrower and the Subsidiaries and, in each case, certifying that no Default has occurred and is continuing, then no prepayment shall be required pursuant to this paragraph in respect of such Net Proceeds (or the portion of such Net Proceeds specified in such certificate, if applicable) except to the extent that, in the case of property and casualty insurance, any such proceeds are Net Proceeds that have not used by Borrower or such Restricted Subsidiary to repair or replace the property which was the subject of such insurance claim, with a reasonable period of time but in no event later than six (6) months from the date such proceeds are received been so applied by the Borrower end of the applicable time period (or such Subsidiary, unless Borrower or such Subsidiary has taken action committed to effect such repair or replacement, as determined be applied by the Agent in good faith, or unless otherwise agreed to by end of the Agent. With respect to prepayments received by applicable time period and applied within 90 days after the Agent for end of the ratable benefit of Banks under this Section 2.08(capplicable time period), such prepayments at which applicable time, a prepayment shall be applied first, required (to the then outstanding Revolving Credit Loans, second, to the repayment of the Term Loan if it remains outstandingextent not already made, and third, at the discretion of Agent, subject to be held as Cash Collateral to secure Letter of Credit Obligations. (d) To the extent that, at any given time, clause (i) the Outstanding Credit Facilities exceed the then effective Revolving Credit Commitment, or (iiabove) the Outstanding Credit Facilities minus amounts outstanding under the Term Loan, if any, exceed the sum of the Availability for Revolving Credit Loans plus the Letter of Credit Obligations, or (iii) the Revolving Credit Loans exceed the Availability for Revolving Credit Loans, or (iv) the Obligations exceed any of the other borrowing limitations set forth in this Agreement, in each case the Borrower shall immediately pay to the Agent for the ratable benefit of the Banks a mandatory prepayment of the Revolving Credit Loans in an amount equal to such excess and/or Borrower shall immediately provide Cash Collateral for the Letter of Credit Obligations to the extent required to eliminate such excess. Any Cash Collateral deposited with the Agent for the ratable benefit of the Banks in accordance with the terms of this Section 2.08 shall be credited, for purposes of the calculation of Availability for Revolving Credit Loans under Section 2.01 hereof, against the outstanding Letter of Credit Obligations subject to Section 2.08(e) hereof. (e) In the event Eurodollar Loans are outstanding at the time of any mandatory prepayment under this Section 2.08 hereof, such mandatory prepayment shall be applied first to reduce any Prime Rate Loans outstanding to zero. Any remaining mandatory prepayment amount shall be deemed to be Cash Collateral and shall be deposited by Agent in a segregated account to be applied to the Eurodollar Loans. The Cash Collateral in such segregated account shall represent a reduction of the Eurodollar Loans then outstanding and such amount shall be credited against Revolving Credit Loans for purposes of calculating Availability for Revolving Credit Loans. Agent shall hold such amounts in such segregated account and use it to pay the Eurodollar Loans as such loans mature. If the amounts in the segregated account are sufficient to pay (at maturity) the then outstanding Eurodollar Loans, any remaining mandatory prepayment shall then be applied to Letter of Credit Obligations in accordance with Section 2.08(d) hereof. (f) Borrower may, without premium or penalty, reduce the Revolving Credit Commitment to an amount not less than the sum of the aggregate unpaid principal amount of all Revolving Credit Loans, the Term Loan and the Letter of Credit Obligations then outstanding. Each such reduction (i) shall be in an amount which is an integral multiple of One Million Dollars ($1,000,000), (ii) shall be made providing not less than ten (10) Banking Days written notice to Agent, which notice shall state the amount of the payment to be made and shall conform to the amount of the Revolving Credit Commitment after giving effect to such payment, (iii) shall reduce, on a permanent basis, the Revolving Credit Commitment by an amount equal to the amount of such reductionNet Proceeds that have not been so applied; provided that the Borrower shall not be permitted to make such elections with respect to Net Proceeds in any Fiscal Year aggregating in excess of $100,000,000; and (iii) to the extent that the gross proceeds of the Convertible Preferred Stock issued in the Preferred Stock Offering are in excess of $300,000,000, the Net Proceeds in respect of such excess gross proceeds need not be applied toward the prepayment of Loans and Exchange Notes. (c) If, following the Initial Maturity Date, the Borrower is required pursuant to the Exchange Note Indenture to redeem Increasing Rate Notes and/or offer to purchase Fixed Rate Notes from the Net Proceeds (such term, as used in this Section 2.06(c), as defined in the Exchange Note Indenture) from any Asset Sale (as defined in the Exchange Note Indenture) by the Borrower or any Subsidiary, the Borrower shall apply a portion of such Net Proceeds toward the prepayment of Loans such that the Loans are prepaid on a pro rata basis with (a) the Increasing Rate Notes so redeemed and (ivb) the amount of such offer to purchase (it being acknowledged that such offer to purchase may be made ratably to holders of Fixed Rate Notes and holders of other Senior Indebtedness, pursuant to Section 4.06 of the Exchange Note Indenture). Amounts of Net Proceeds offered to and rejected by any holder of a Fixed Rate Note (or other Senior Indebtedness to which such offer is made in accordance with the Exchange Note Indenture) shall be irrevocableratably applied to (1) prepay the Loans, (2) redeem any Increasing Rate Notes and (3) purchase any Fixed Rate Notes (and such other Senior Indebtedness) with respect to which the offer to purchase was made and accepted. Except The distribution of the relevant prepayment amount hereunder to the Lenders by the Administrative Agent shall be made promptly (but in no event later than three days) after the expiration of any offer to purchase if Fixed Rate Notes are outstanding. If no such Fixed Rate Notes are outstanding, the distribution of the relevant prepayment amount hereunder to the Lenders by the Administrative Agent shall be made as otherwise provided soon as practicable (but in Section 2.01(bno event later than five days) hereof, once reduced the Revolving Credit Commitment may not be increased. Borrower may reduce the Revolving Credit Commitment to Zero Dollars ($0) provided the Revolving Credit Termination Date occurs simultaneously therewithafter receipt thereof. (gd) Any prepayments If the Borrower shall optionally redeem any Exchange Notes pursuant to the terms of the Term Loan pursuant hereto Exchange Note Indenture, then the Borrower shall prepay Loans on a pro rata basis with the Exchange Notes so redeemed. (e) The Borrower shall, to the extent practicable, notify the Administrative Agent by telephone (confirmed by hand delivery or telecopy) of any prepayment hereunder not later than 1:00 p.m., New York City time, three Business Days before the date of such prepayment. Each such notice shall be irrevocable and shall specify the prepayment date, the principal amount of the Loans or portion thereof to be prepaid and, in the case of a mandatory prepayment, a reasonably detailed calculation of the amount of such prepayment. Promptly following receipt of any such notice, the Administrative Agent shall advise the Lenders of the contents thereof. Notwithstanding any other provision of this Agreement, any mandatory prepayment that is made with the Net Proceeds of the Convertible Preferred Stock issued in the Preferred Stock Offering shall be applied solely to reduce scheduled principal payments required under Section 2.07(b) hereofprepay Initial Loans held by the Initial Lenders, on a pro-rata basis ratably among the scheduled Initial Lenders in accordance with the aggregate principal payments remaining amount owed to be madeeach such Initial Lender.

Optional and Mandatory Prepayments. (a) The Borrower may at any time and from time to time prepay without premium or penalty a Prime Rate Loan, the Loans in whole or in part, without premium or penalty (except as set forth in subsections 3.4(g) and 3.11 below), upon at least three Business Days’ irrevocable (except as otherwise provided below) notice (which notice must be received by the Administrative Agent prior to 12:00 Noon, New York City time) by the Borrower to the Administrative Agent (in the case of Eurodollar Loans) or at least one Business Day’s irrevocable notice (which notice must be received by the Administrative Agent prior to 12:00 Noon, New York City time) by the Borrower to the Administrative Agent (in the case of ABR Loans), specifying, in the case of any prepayment of Loans, the date and amount of prepayment and whether the prepayment is of Eurodollar 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 be due and payable on the date specified therein, together with any amounts payable pursuant to subsections 3.4(g) and (if a Eurodollar Loan is prepaid other than at the end of the Interest Period applicable thereto) 3.11 and accrued interest to the such date of such prepayment on the amount prepaid, . Partial prepayments of the Loans shall be applied to the remaining installments of principal thereof as directed by the Borrower. Partial prepayments pursuant to this subsection 3.4(a) shall be in an aggregate principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof; provided that, each partial notwithstanding the foregoing, any Loan may be prepaid in its entirety. Notwithstanding anything to the contrary contained in this Agreement, the Borrower may rescind any notice of prepayment under this subsection 3.4 (a) if such prepayment would have resulted from a refinancing (and payment in full) of the Loans, which refinancing shall not be consummated or otherwise shall be in a principal amount of not less than One Hundred Thousand Dollars ($100,000) (each such payment, a “Prime Rate Optional Prepayment”)delayed. (b) Borrower may prepay without premium If on or penalty but subject to after the provisions of Section 13.03 hereof a Eurodollar Loan, in whole or in part, with accrued interest to the date of such prepayment on the amount paid, provided that, each partial prepayment shall be in a principal amount of not less than One Million Five Hundred Thousand Dollars ($1,500,000) (each such payment, a “Eurodollar Optional Prepayment”, and together with each Prime Rate Optional Prepayment, collectively, an “Optional Prepayment”).Closing Date: (c) During the term of this Agreement, Borrower shall make mandatory prepayments (i) in an amount equal to the net proceeds received in any Fiscal Year in excess of Fifteen Million Dollars ($15,000,000) in the aggregate, from the sale (other than a sale in the ordinary course of business) of all or any part of the assets of the Borrower or any Restricted Subsidiary; of its Subsidiaries shall incur Indebtedness for borrowed money (iiother than Indebtedness permitted pursuant to subsection 7.2) in an amount equal pursuant to the net proceeds received by Borrower a public offering or any Restricted Subsidiary from the sale private placement or issuance of any debt instrument, and (iii) in an amount equal to the net proceeds received by Borrower or any Restricted Subsidiary under any insurance policy, to the extent that, in the case of property and casualty insurance, such proceeds are not used by Borrower or such Restricted Subsidiary to repair or replace the property which was the subject of such insurance claim, with a reasonable period of time but in no event later than six (6) months from the date such proceeds are received by the Borrower or such Subsidiary, unless Borrower or such Subsidiary has taken action to effect such repair or replacement, as determined by the Agent in good faith, or unless otherwise agreed to by the Agent. With respect to prepayments received by the Agent for the ratable benefit of Banks under this Section 2.08(c), such prepayments shall be applied first, to the then outstanding Revolving Credit Loans, second, to the repayment of the Term Loan if it remains outstanding, and third, at the discretion of Agent, to be held as Cash Collateral to secure Letter of Credit Obligations.otherwise, (d) To the extent that, at any given time, (i) the Outstanding Credit Facilities exceed the then effective Revolving Credit Commitment, or (ii) the Outstanding Credit Facilities minus amounts outstanding under the Term LoanBorrower or any of its Subsidiaries shall make an Asset Sale (other than pursuant to clauses (i), if any(ii), exceed the sum (iii), (iv), (vi), (ix), (x), (xi) and (xii) of the Availability for Revolving Credit Loans plus the Letter of Credit Obligations, or subsection 7.6(a)), (iii) the Revolving Credit Loans exceed the Availability for Revolving Credit Loansa Recovery Event occurs, or or (iv) the Obligations exceed any of the other borrowing limitations set forth in this Agreementa Public Equity Issuance occurs, then, in each case case, the Borrower shall immediately pay to prepay, in accordance with this subsection 3.4(b), the Agent for the ratable benefit of the Banks a mandatory prepayment of the Revolving Credit Loans in an amount equal to such excess and/or Borrower shall immediately provide Cash Collateral for the Letter of Credit Obligations to the extent required to eliminate such excess. Any Cash Collateral deposited with the Agent for the ratable benefit of the Banks in accordance with the terms of this Section 2.08 shall be credited, for purposes of the calculation of Availability for Revolving Credit Loans under Section 2.01 hereof, against the outstanding Letter of Credit Obligations subject to Section 2.08(e) hereof. (e) In the event Eurodollar Loans are outstanding at the time of any mandatory prepayment under this Section 2.08 hereof, such mandatory prepayment shall be applied first to reduce any Prime Rate Loans outstanding to zero. Any remaining mandatory prepayment amount shall be deemed to be Cash Collateral and shall be deposited by Agent in a segregated account to be applied to the Eurodollar Loans. The Cash Collateral in such segregated account shall represent a reduction of the Eurodollar Loans then outstanding and such amount shall be credited against Revolving Credit Loans for purposes of calculating Availability for Revolving Credit Loans. Agent shall hold such amounts in such segregated account and use it to pay the Eurodollar Loans as such loans mature. If the amounts in the segregated account are sufficient to pay (at maturity) the then outstanding Eurodollar Loans, any remaining mandatory prepayment shall then be applied to Letter of Credit Obligations in accordance with Section 2.08(d) hereof. (f) Borrower may, without premium or penalty, reduce the Revolving Credit Commitment to an amount not less than the sum of the aggregate unpaid principal amount of all Revolving Credit Loans, the Term Loan and the Letter of Credit Obligations then outstanding. Each such reduction (i) shall be in an amount which is an integral multiple of One Million Dollars ($1,000,000), (ii) shall be made providing not less than ten (10) Banking Days written notice to Agent, which notice shall state the amount of the payment to be made and shall conform to the amount of the Revolving Credit Commitment after giving effect to such payment, (iii) shall reduce, on a permanent basis, the Revolving Credit Commitment by an amount equal to the amount of such reduction, and (iv) shall be irrevocable. Except as otherwise provided in Section 2.01(b) hereof, once reduced the Revolving Credit Commitment may not be increased. Borrower may reduce the Revolving Credit Commitment to Zero Dollars ($0) provided the Revolving Credit Termination Date occurs simultaneously therewith. (g) Any prepayments of the Term Loan pursuant hereto shall be applied to reduce scheduled principal payments required under Section 2.07(b) hereof, on a pro-rata basis among the scheduled principal payments remaining to be made.to:

Optional and Mandatory Prepayments. (a) Subject to SECTION 2.19, the Borrower may may, at any time and from time to time prepay without premium or penalty a Prime Rate Loanthe Loans, in whole or in part, without premium or penalty, upon at least three Business Days' irrevocable written notice to the Administrative Agent, specifying the date and amount of prepayment 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, 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 the such date of such prepayment on the amount prepaidprepaid 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 its 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, provided thatto the scheduled installments of principal of the Term Loans in inverse order of maturity and SECOND, each partial prepayment 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 a an aggregate principal amount of not less than One Hundred Thousand Dollars ($100,000) (each such payment, 250,000 or a “Prime Rate Optional Prepayment”)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 may prepay without premium or penalty but subject to shall, within ninety days after the provisions of Section 13.03 hereof a Eurodollar Loan, in whole or in part, with accrued interest to the date end of such prepayment on the amount paidfiscal year, provided that, each partial prepayment shall be in a principal amount of not less than One Million Five Hundred Thousand Dollars ($1,500,000) (each such payment, a “Eurodollar Optional Prepayment”, and together with each Prime Rate Optional Prepayment, collectively, an “Optional Prepayment”). (c) During the term of this Agreement, Borrower shall make mandatory prepayments (i) in prepay an amount equal to the net proceeds received in any Fiscal Year in excess of Fifteen Million Dollars ($15,000,000) in the aggregate, from the sale (other than a sale in the ordinary course of business) of all or any part 50% of the assets of the Borrower or any Restricted Subsidiary; (ii) in an amount equal to the net proceeds received by Borrower or any Restricted Subsidiary from the sale or issuance of any debt instrumentExcess Cash Flow for such fiscal year, and (iii) in an amount equal to the net proceeds received by Borrower or any Restricted Subsidiary under any insurance policy, to the extent that, in the case of property and casualty insurance, such proceeds are not used by Borrower or such Restricted Subsidiary to repair or replace the property which was the subject of such insurance claim, with a reasonable period of time but in no event later than six (6) months from the date such proceeds are received by the Borrower or such Subsidiary, unless Borrower or such Subsidiary has taken action to effect such repair or replacement, as determined by the Agent in good faith, or unless otherwise agreed to by the Agent. With respect to prepayments received by the Agent for the ratable benefit of Banks under this Section 2.08(c), such prepayments shall be applied first, to the then outstanding Revolving Credit Loans, second, to the repayment of the Term Loan if it remains outstanding, and third, at the discretion of Agent, to be held as Cash Collateral to secure Letter of Credit Obligations. (d) To the extent that, at any given time, (i) the Outstanding Credit Facilities exceed the then effective Revolving Credit Commitment, or (ii) the Outstanding Credit Facilities minus amounts outstanding under the Term Loan, if any, exceed the sum of the Availability for Revolving Credit Loans plus the Letter of Credit Obligations, or (iii) the Revolving Credit Loans exceed the Availability for Revolving Credit Loans, or (iv) the Obligations exceed any of the other borrowing limitations set forth in this Agreement, in each case the Borrower shall immediately pay to the Agent for the ratable benefit of the Banks a mandatory prepayment of the Revolving Credit Loans in an amount equal to such excess and/or Borrower shall immediately provide Cash Collateral for the Letter of Credit Obligations to the extent required to eliminate such excess. Any Cash Collateral deposited with the Agent for the ratable benefit of the Banks in accordance with the terms of this Section 2.08 shall be credited, for purposes of the calculation of Availability for Revolving Credit Loans under Section 2.01 hereof, against the outstanding Letter of Credit Obligations subject to Section 2.08(e) hereof. (e) In the event Eurodollar Loans are outstanding at the time of any mandatory prepayment under this Section 2.08 hereof, such mandatory prepayment shall be applied first to reduce any Prime Rate Loans outstanding to zero. Any remaining mandatory prepayment amount shall be deemed to be Cash Collateral and shall be deposited by Agent in a segregated account to be applied FIRST, to the Eurodollar Loans. The Cash Collateral in such segregated account shall represent a reduction scheduled installments of the Eurodollar Loans then outstanding and such amount shall be credited against Revolving Credit Loans for purposes of calculating Availability for Revolving Credit Loans. Agent shall hold such amounts in such segregated account and use it to pay the Eurodollar Loans as such loans mature. If the amounts in the segregated account are sufficient to pay (at maturity) the then outstanding Eurodollar Loans, any remaining mandatory prepayment shall then be applied to Letter of Credit Obligations in accordance with Section 2.08(d) hereof. (f) Borrower may, without premium or penalty, reduce the Revolving Credit Commitment to an amount not less than the sum of the aggregate unpaid principal amount of all Revolving Credit Loans, the Term Loan and the Letter of Credit Obligations then outstanding. Each such reduction (i) shall be in an amount which is an integral multiple of One Million Dollars ($1,000,000), (ii) shall be made providing not less than ten (10) Banking Days written notice to Agent, which notice shall state the amount of the payment to be made and shall conform to the amount of the Revolving Credit Commitment after giving effect to such payment, (iii) shall reduce, on a permanent basis, the Revolving Credit Commitment by an amount equal to the amount of such reduction, and (iv) shall be irrevocable. Except as otherwise provided in Section 2.01(b) hereof, once reduced the Revolving Credit Commitment may not be increased. Borrower may reduce the Revolving Credit Commitment to Zero Dollars ($0) provided the Revolving Credit Termination Date occurs simultaneously therewith. (g) Any prepayments of the Term Loan pursuant hereto shall be applied Loans in inverse order of maturity and SECOND, if the Term Loans have been repaid in full, to reduce scheduled principal payments required under Section 2.07(b) hereof, on a pro-rata basis among the scheduled principal payments remaining to be made.Revolving

Optional and Mandatory Prepayments. (a) The Borrower may may, at any time and from time to time, prepay without premium or penalty a Prime Rate Loanthe Loans, in whole or in part, without premium or penalty, except as set forth in Section 2.6(c), upon at least two Business Days’ irrevocable notice (in the case of Term SOFR Loans) and one Business Day’s irrevocable notice (in the case of Base Rate Loans), in each case to the Administrative Agent, specifying the date and amount of prepayment, and whether the prepayment is of Term SOFR Loans, Base Rate Loans or a combination thereof, and, if a combination thereof, the amount allocable to each and, if Term SOFR Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent shall promptly notify each Lender of 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 the such date of such prepayment on the amount prepaid, provided that, each partial prepayment . Partial prepayments shall be in a an aggregate principal amount of $1,000,000 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 less than One Hundred Thousand Dollars ($100,000) (each such payment, a “Prime Rate Optional Prepayment”)have been contravened. (b) Borrower may prepay without premium or penalty but subject to the provisions of Section 13.03 hereof a Eurodollar Loan, in whole or in part, with accrued interest to the date of such prepayment on the amount paid, provided that, each partial prepayment shall be in a principal amount of not less than One Million Five Hundred Thousand Dollars ($1,500,000) (each such payment, a “Eurodollar Optional Prepayment”, and together with each Prime Rate Optional Prepayment, collectively, an “Optional Prepayment”). (c) During the term of this Agreement, Borrower shall make mandatory prepayments (i) in an amount equal to If, at any time, either (A) the net proceeds received in any Fiscal Year in excess of Fifteen Million Dollars ($15,000,000) in the aggregate, from the sale (other than a sale in the ordinary course of business) of all or any part of the assets Asset Coverage Ratio of the Borrower shall be less than the Minimum Permitted Ratio, or any Restricted Subsidiary; (iiB) in an the aggregate amount equal of all Indebtedness of the Borrower (including, without limitation, the Loans made to the net proceeds received by Borrower) then outstanding exceeds the limits provided in the Borrower’s Prospectus, then, in each case within thirty-five (35) calendar days thereafter, the Borrower or any Restricted Subsidiary from the sale or issuance of any debt instrument, and (iii) in an amount equal to the net proceeds received by Borrower or any Restricted Subsidiary under any insurance policy, shall repay Loans to the extent that, in the case of property and casualty insurance, such proceeds are not used by Borrower or such Restricted Subsidiary necessary to repair or replace the property which was the subject of such insurance claim, with a reasonable period of time but in no event later than six ensure that (6) months from the date such proceeds are received by the Borrower or such Subsidiary, unless Borrower or such Subsidiary has taken action to effect such repair or replacement, as determined by the Agent in good faith, or unless otherwise agreed to by the Agent. With respect to prepayments received by the Agent for the ratable benefit of Banks under this Section 2.08(c), such prepayments shall be applied first, to the then outstanding Revolving Credit Loans, second, to the repayment of the Term Loan if it remains outstanding, and third, at the discretion of Agent, to be held as Cash Collateral to secure Letter of Credit Obligations. (d) To the extent that, at any given time, (ix) the Outstanding Credit Facilities exceed Borrower’s Asset Coverage Ratio after such payments is in compliance with applicable covenants concerning the then effective Revolving Credit Commitment, or (ii) the Outstanding Credit Facilities minus amounts outstanding under the Term Loan, if any, exceed the sum of the Availability for Revolving Credit Loans plus the Letter of Credit Obligations, or (iii) the Revolving Credit Loans exceed the Availability for Revolving Credit Loans, or (iv) the Obligations exceed any of the other borrowing limitations minimum Asset Coverage Ratio set forth in this Agreement, in each case the Borrower shall immediately pay to the Agent for the ratable benefit of the Banks a mandatory prepayment of the Revolving Credit Loans in an amount equal to such excess and/or Borrower shall immediately provide Cash Collateral for the Letter of Credit Obligations to the extent required to eliminate such excess. Any Cash Collateral deposited with the Agent for the ratable benefit of the Banks in accordance with the terms of this Section 2.08 shall be credited, for purposes of the calculation of Availability for Revolving Credit Loans under Section 2.01 hereof, against the outstanding Letter of Credit Obligations subject to Section 2.08(e) hereof. Agreement or (e) In the event Eurodollar Loans are outstanding at the time of any mandatory prepayment under this Section 2.08 hereof, such mandatory prepayment shall be applied first to reduce any Prime Rate Loans outstanding to zero. Any remaining mandatory prepayment amount shall be deemed to be Cash Collateral and shall be deposited by Agent in a segregated account to be applied to the Eurodollar Loans. The Cash Collateral in such segregated account shall represent a reduction of the Eurodollar Loans then outstanding and such amount shall be credited against Revolving Credit Loans for purposes of calculating Availability for Revolving Credit Loans. Agent shall hold such amounts in such segregated account and use it to pay the Eurodollar Loans as such loans mature. If the amounts in the segregated account are sufficient to pay (at maturityy) the then outstanding Eurodollar Loans, any remaining mandatory prepayment shall then be applied to Letter of Credit Obligations in accordance with Section 2.08(d) hereof. (f) Borrower may, without premium or penalty, reduce the Revolving Credit Commitment to an amount not less than the sum of the aggregate unpaid principal amount of all Revolving Credit Loans, the Term Loan and the Letter of Credit Obligations then outstanding. Each such reduction (i) shall be in an amount which is an integral multiple of One Million Dollars ($1,000,000), (ii) shall be made providing not less than ten (10) Banking Days written notice to Agent, which notice shall state the amount Indebtedness of the payment to be made and shall conform to the amount of the Revolving Credit Commitment Borrower then outstanding does not after giving effect to such payment, (iii) shall reduce, on a permanent basis, the Revolving Credit Commitment by an amount equal to the amount of payments exceed such reduction, and (iv) shall be irrevocable. Except as otherwise limits provided in Section 2.01(b) hereofthe Borrower’s Prospectus, once reduced as the Revolving Credit Commitment case may not be increased. Borrower may reduce the Revolving Credit Commitment to Zero Dollars ($0) provided the Revolving Credit Termination Date occurs simultaneously therewithbe. (g) Any prepayments of the Term Loan pursuant hereto shall be applied to reduce scheduled principal payments required under Section 2.07(b) hereof, on a pro-rata basis among the scheduled principal payments remaining to be made.

Optional and Mandatory Prepayments. (a) The Borrower may at any time and from time to time prepay without premium or penalty a Prime Rate Loanthe Loans, in whole or in part, with accrued interest upon at least three Business Days’ irrevocable notice to the Administrative Agent (in the case of Eurodollar Loans) and at least one Business Day’s irrevocable notice to the Administrative Agent (in the case of Prime Loans), specifying the date and amount of prepayment and whether the prepayment is of Eurodollar Loans, Prime Loans or a combination thereof, and, in each case if a combination thereof, the amount allocable to each. Upon the receipt of any such prepayment 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 amount prepaid, provided that, each partial prepayment date specified therein. Partial prepayments of the Loans shall be in a an aggregate principal amount of not less than One Hundred Thousand Dollars ($100,000) (each such payment, 500,000 or a “Prime Rate Optional Prepayment”)whole multiple of $100,000 in excess thereof. (b) Borrower may prepay without premium or penalty but subject Amounts to be applied in connection with prepayments made pursuant to this Section shall be applied to the provisions prepayment of Section 13.03 hereof a Eurodollar Loan, the Term Loans in whole or in part, accordance with accrued interest to the date of such prepayment on the amount paid, provided that, each partial prepayment shall be in a principal amount of not less than One Million Five Hundred Thousand Dollars ($1,500,000) (each such payment, a “Eurodollar Optional Prepayment”, and together with each Prime Rate Optional Prepayment, collectively, an “Optional Prepayment”subsection 4.8(a)(ii). (c) During If, at any time during the term of this AgreementRevolving Credit Commitment Period, Borrower shall make mandatory prepayments (i) in an amount equal to for any reason the net proceeds received in any Fiscal Year in excess of Fifteen Million Dollars ($15,000,000) in the aggregate, from the sale (other than a sale in the ordinary course of business) Aggregate Revolving Credit Outstanding of all the Revolving Lenders exceeds the Aggregate Revolving Credit Commitments then in effect, or the Aggregate Revolving Credit Outstanding of any part Lender exceeds the Revolving Credit Commitment of the assets of such Lender then in effect, the Borrower shall, without notice or any Restricted Subsidiary; (ii) in an amount equal to demand, immediately prepay the net proceeds received by Borrower or any Restricted Subsidiary from the sale or issuance of any debt instrument, and (iii) in an amount equal to the net proceeds received by Borrower or any Restricted Subsidiary under any insurance policyRevolving Credit Loans and, to the extent thatrequired, cash collateralize Letters of Credit, in the case of property and casualty insuranceeach case, in an aggregate amount at least sufficient to eliminate any such proceeds are not used by Borrower or such Restricted Subsidiary to repair or replace the property which was the subject of such insurance claim, with a reasonable period of time but in no event later than six (6) months from the date such proceeds are received by the Borrower or such Subsidiary, unless Borrower or such Subsidiary has taken action to effect such repair or replacement, as determined by the Agent in good faith, or unless otherwise agreed to by the Agent. With respect to prepayments received by the Agent for the ratable benefit of Banks under this Section 2.08(c), such prepayments shall be applied first, to the then outstanding Revolving Credit Loans, second, to the repayment of the Term Loan if it remains outstanding, and third, at the discretion of Agent, to be held as Cash Collateral to secure Letter of Credit Obligationsexcess. (d) To the extent thatIf any Loan Party receives any Extraordinary Receipts consisting of property or casualty insurance proceeds, at any given time, (i) the Outstanding Credit Facilities exceed the then effective Revolving Credit Commitment, or (ii) the Outstanding Credit Facilities minus amounts outstanding under the Term Loan, if any, exceed the sum of the Availability for Revolving Credit Loans plus the Letter of Credit Obligations, or (iii) the Revolving Credit Loans exceed the Availability for Revolving Credit Loans, or (iv) the Obligations exceed any of the other borrowing limitations set forth in this Agreement, in each case the Borrower shall immediately pay to repay the Agent for the ratable benefit of the Banks a mandatory prepayment of the Revolving Credit Loans in an amount equal to such excess and/or Borrower shall immediately provide Cash Collateral for the Letter of Credit Obligations to the extent required to eliminate such excess. Any Cash Collateral deposited with the Agent for the ratable benefit of the Banks in accordance with the terms of this Section 2.08 shall be credited, for purposes of the calculation of Availability for Revolving Credit Loans under Section 2.01 hereof, against the outstanding Letter of Credit Obligations subject to Section 2.08(e) hereof. (e) In the event Eurodollar Loans are outstanding at the time of any mandatory prepayment under this Section 2.08 hereof, such mandatory prepayment shall be applied first to reduce any Prime Rate Loans outstanding to zero. Any remaining mandatory prepayment amount shall be deemed to be Cash Collateral and shall be deposited by Agent in a segregated account to be applied to the Eurodollar Loans. The Cash Collateral in such segregated account shall represent a reduction of the Eurodollar Loans then outstanding and such amount shall be credited against Revolving Credit Loans for purposes of calculating Availability for Revolving Credit Loans. Agent shall hold such amounts in such segregated account and use it to pay the Eurodollar Loans as such loans mature. If the amounts in the segregated account are sufficient to pay (at maturity) the then outstanding Eurodollar Loans, any remaining mandatory prepayment shall then be applied to Letter of Credit Obligations in accordance with Section 2.08(d) hereof. (f) Borrower may, without premium or penalty, reduce the Revolving Credit Commitment to an amount not less than the sum of the aggregate unpaid principal amount of all Revolving Credit Loans, the Term Loan and the Letter of Credit Obligations then outstanding. Each such reduction (i) shall be in an amount which is an integral multiple of One Million Dollars ($1,000,000), (ii) shall be made providing not less than ten (10) Banking Days written notice to Agent, which notice shall state the amount of the payment to be made and shall conform to the amount of the Revolving Credit Commitment after giving effect to such payment, (iii) shall reduce, on a permanent basis, the Revolving Credit Commitment by an amount equal to the amount of such reductionExtraordinary Receipts received, such repayments to be made promptly but in no event more than one (1) Business Day following receipt of such Extraordinary Receipts, and (iv) until the date of payment, such proceeds shall be irrevocable. Except held in trust for the benefit of the Administrative Agent and the Lenders; provided that, if the Borrower reasonably expects any Extraordinary Receipts consisting of property or casualty insurance proceeds received as otherwise provided in Section 2.01(ba result of a loss or casualty to a capital asset to be reinvested within one hundred eighty (180) hereofdays to repair or replace such assets with like assets, once reduced the Borrower shall deliver the insurance proceeds to the Administrative Agent to be applied to the Revolving Credit Commitment may not be increased. Borrower may reduce Loans and the Administrative Agent shall establish a reserve against available funds for borrowing purposes under the Revolving Credit Commitment Loans for such amount, until such time as such insurance proceeds have been re-borrowed or applied to Zero Dollars other Obligations as set forth herein. If the Borrower so elects to deliver such insurance proceeds to the Administrative Agent, the Borrower may, so long as no Event of Default shall have occurred and be continuing, reborrow such insurance proceeds only for such repair or replacement described in the immediately preceding sentence. If the Borrower fails to reinvest such insurance proceeds within one hundred eighty ($0180) provided days, the Borrower hereby authorizes the Administrative Agent and Lenders to make an advance of Revolving Credit Termination Date occurs simultaneously therewithLoans in the amount of the remaining reserve to repay the Obligations in the manner set forth in the second sentence of this Section 4.4(e). (ge) Any prepayments Each prepayment of the Term Loan Loans pursuant hereto to this subsection 4.4 shall be applied accompanied by accrued and unpaid interest on the amount prepaid to reduce scheduled principal payments required the date of prepayment and any amounts payable under Section 2.07(b) hereof, on a pro-rata basis among the scheduled principal payments remaining to be madesubsection 4.11 or 4.15 in connection with such prepayment.

Optional and Mandatory Prepayments. (a) Subject to Section ---------------------------------- ------- 2.19, the Borrower may may, at any time and from time to time prepay without premium or penalty a Prime Rate Loanthe Loans, in ---- whole or in part, without premium or penalty, upon at least three Business Days' (in the case of Eurodollar Loans) irrevocable written notice or upon irrevocable written notice on the Business Day of such prepayment (otherwise) to the Agent, specifying the date and amount of prepayment 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, the 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 amounts, if any, payable pursuant to Section 2.19, (except in the case of Revolving Credit Loans which are Alternate ------------ Base Rate Loans) accrued interest to the such date of such prepayment on the amount prepaidprepaid and any outstanding fees and expenses, if any, then due and owing. Partial prepayments of the Revolving Credit Loans shall be applied to the Revolving Credit Loans but shall not reduce the Revolving Credit Commitments unless the Borrower so specifies in its written notice to the Agent. Partial prepayments of the Term Loans shall be applied first, pro rata, to all 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); provided that, each partial that any optional prepayment of the -------- Revolving Credit Loans shall not reduce the Revolving Credit Commitments unless the Borrower so specifies in a written notice to the Agent. Amounts prepaid on account of the Term Loans or to reduce the Revolving Credit Commitments may not be reborrowed. Partial prepayments shall be in a an aggregate principal amount of not less than One Hundred Thousand Dollars ($100,000) (each such payment, 500,000 or a “Prime Rate Optional Prepayment”)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, 2000, not later than 90 days after the end of each fiscal year, the Borrower may shall prepay without premium or penalty but subject an amount equal to 50% of the provisions of Section 13.03 hereof a Eurodollar LoanExcess Cash Flow for such fiscal year, in whole or in part, with accrued interest to the date of such prepayment on the amount paid, provided that, each partial which prepayment shall be applied first, ----- pro rata, to all 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 principal amount of not less than One Million Five Hundred Thousand Dollars ($1,500,000) (each such payment, a “Eurodollar Optional Prepayment”, and together with each Prime Rate Optional Prepayment, collectively, an “Optional Prepayment”concomitant reduction in the Revolving Credit Commitments). (c) During the term of this Agreement, The Borrower shall make mandatory prepayments (i) in an amount equal deliver to the net proceeds received Agent a certificate setting forth in any Fiscal Year in excess of Fifteen Million Dollars ($15,000,000) in reasonable detail the aggregate, from the sale (other than a sale in the ordinary course of business) of all or any part of the assets of the Borrower or any Restricted Subsidiary; (ii) in an amount equal to the net proceeds received by Borrower or any Restricted Subsidiary from the sale or issuance calculation of any debt instrumentNet Disposition Proceeds, and (iii) in an amount equal to the net proceeds received by Borrower or any Restricted Subsidiary under any insurance policytogether with such Net Disposition Proceeds, to the extent that, in the case within two Business Days of property and casualty insurance, such proceeds are not used by Borrower or such Restricted Subsidiary to repair or replace the property which was the subject of such insurance claim, with a reasonable period of time but in no event later than six (6) months from the date such proceeds are received by the Borrower or such Subsidiary, unless Borrower or such Subsidiary has taken action to effect such repair or replacement, as determined by the Agent in good faith, or unless otherwise agreed to by the Agentreceipt thereof. With respect to prepayments received by the Agent for the ratable benefit of Banks under this Section 2.08(c), such prepayments Any Net Disposition Proceeds shall be applied first, pro rata to all ----- --- ---- scheduled installments of principal of the then outstanding Revolving Credit Term Loans, and second, if the Term ------ Loans have been repaid in full, to the repayment of Revolving Credit Loans (with a concomitant reduction in the Term Loan if it remains outstanding, and third, at the discretion of Agent, to be held as Cash Collateral to secure Letter of Revolving Credit ObligationsCommitments). (d) To The Borrower shall deliver to the extent Agent any Net Insurance Proceeds within three Business Days of the receipt thereof for application in the manner set forth in the next sentence; provided that, at any given timethe Borrower, by -------- written notice to the Agent delivered within such three Business Day period (together with a certificate in reasonable detail setting forth the calculation of such Net Insurance Proceeds), may elect to defer applying such Proceeds in such manner if and only if (i) concurrent with such notice, such deferred proceeds are applied to repay the Outstanding Credit Facilities exceed the then effective Revolving Credit CommitmentLoans (with a concomitant temporary reduction in the Revolving Credit Commitments) and to the extent such Net Insurance Proceeds exceed $500,000 and the Revolving Credit Commitment has been temporarily reduced by $500,000, or to provide cash collateral under arrangements acceptable to the Agent, and (ii) within 180 days after receipt by the Outstanding Credit Facilities minus amounts outstanding under Agent of such deferred proceeds (or such cash collateral), the Term LoanBorrower, if anysubject to Section 2.5 and Section 2.9 (a), exceed the sum of the Availability for (b), (c), and (e), shall obtain ----------- --------------- --- --- --- Revolving Credit Loans plus (or such cash collateral) for purposes of acquiring Permitted Assets, (it being understood that (A) the Letter Borrower shall first draw any cash collateral held by the Agent in respect of such Net Insurance Proceeds, (B) upon expiration of such 180 day period, any portion of such deferred proceeds (or such cash collateral) that has not been utilized by the Borrower as a Revolving Credit ObligationsLoan to acquire replacement assets shall be applied in accordance with the next succeeding sentence, or (iiiC) subject to Section 2.5 and ----------- Section 2.9 (a), (b), (c), and (e), (1) the Revolving Credit Loans exceed the Availability for Commitments, upon --------------- --- --- --- each disbursement of such deferred proceeds (or such cash collateral) as a Revolving Credit LoansLoan for purposes of acquiring replacement assets, shall be restored by the amount of such disbursement and (2) upon application of such proceeds (or (ivcash collateral) in accordance with the Obligations exceed any of next succeeding sentence and subject to the other borrowing limitations set forth in this Agreementtherein, to the extent not previously done, the Revolving Credit Commitments shall be restored and (D) if any Default shall occur during such 180 day period, the Agent may, in each case its discretion, and shall, if directed by the Required Lenders, apply such deferred proceeds (or such cash collateral) as a mandatory prepayment in accordance with the next sentence and (E) the Borrower shall immediately pay be deemed to the Agent for the ratable benefit of the Banks a mandatory prepayment of the have requested Revolving Credit Loans in an amount equal to such excess and/or Borrower shall immediately provide Cash Collateral for deferred proceeds (or such cash collateral) (as such amount may have been reduced hereunder) and, in the Letter case of Credit Obligations to the extent required to eliminate any mandatory prepayment, such excess. Any Cash Collateral deposited with the Agent for the ratable benefit of the Banks in accordance with the terms of this Section 2.08 shall be credited, for purposes of the calculation of Availability for Revolving Credit Loans under Section 2.01 hereof, against the outstanding Letter of Credit Obligations subject to Section 2.08(e) hereof. (e) In the event Eurodollar Loans are outstanding at the time of any mandatory prepayment under this Section 2.08 hereof, such mandatory prepayment shall be applied first to reduce any Prime Rate Loans outstanding to zero. Any remaining mandatory prepayment amount shall be deemed to be Cash Collateral and shall be deposited by Agent in a segregated account to be applied to the Eurodollar Loans. The Cash Collateral in such segregated account shall represent a reduction of the Eurodollar Loans then outstanding and such amount shall be credited against Revolving Credit Loans for purposes of calculating Availability for Revolving Credit Loans. Agent shall hold such amounts in such segregated account and use it to pay the Eurodollar Loans as such loans mature. If the amounts in the segregated account are sufficient to pay (at maturity) the then outstanding Eurodollar Loans, any remaining mandatory prepayment shall then be applied to Letter of Credit Obligations in accordance with Section 2.08(d) hereof. (f) Borrower may, without premium or penalty, reduce the Revolving Credit Commitment to an amount not less than the sum of the aggregate unpaid principal amount of all Revolving Credit Loans, the Term Loan and the Letter of Credit Obligations then outstanding. Each such reduction (i) shall be in an amount which is an integral multiple of One Million Dollars ($1,000,000), (ii) shall be made providing not less than ten (10) Banking Days written notice to Agent, which notice shall state the amount regardless of the payment to be made and shall conform to the amount failure of the Revolving Credit Commitment after giving effect Borrower to such payment, (iii) shall reduce, on a permanent basis, satisfy the Revolving Credit Commitment by an amount equal to the amount of such reduction, and (iv) shall be irrevocable. Except as otherwise provided conditions set forth in Section 2.01(b) hereof, once reduced the Revolving Credit Commitment may not be increased. Borrower may reduce the Revolving Credit Commitment to Zero Dollars ($0) provided the Revolving Credit Termination Date occurs simultaneously therewith. (g) Any prepayments of the Term Loan pursuant hereto shall be applied to reduce scheduled principal payments required under Section 2.07(b) hereof, on a pro-rata basis among the scheduled principal payments remaining to be made.4.2

Optional and Mandatory Prepayments. (a) The Borrower may shall have the right at any time and from time to time prepay without premium or penalty a Prime Rate Loanthe Loans, in whole or in part, with accrued interest without premium or penalty; provided that if a Eurocurrency Loan is prepaid on any day other than the last day of the Interest Period applicable thereto, the Borrower shall also pay any amounts owing pursuant to Section 2.10; provided, further, that on or after the date of such Initial Maturity Date, any optional prepayment on pursuant to this clause (a) may be applied pro rata among the amount prepaid, provided that, each partial prepayment shall be in a principal amount of not less than One Hundred Thousand Dollars ($100,000) (each such payment, a “Prime Rate Optional Prepayment”)Loans and any Exchange Notes that are then callable. (b) Borrower may prepay without premium or penalty but subject to the provisions of Section 13.03 hereof a Eurodollar Loan, in whole or in part, with accrued interest to the date of such prepayment on the amount paid, provided that, each partial prepayment shall be in a principal amount of not less than One Million Five Hundred Thousand Dollars ($1,500,000) (each such payment, a “Eurodollar Optional Prepayment”, and together with each Prime Rate Optional Prepayment, collectively, an “Optional Prepayment”). (c) During the term of this Agreement, Borrower shall make mandatory prepayments If (i) the Borrower or any of its Subsidiaries shall Incur any Indebtedness (other than Indebtedness Incurred under Section 6.01(b)(1), (2), (3), (4), (5), (7), (8), (9), (10), (11), (12) or (13), but including any debt Securities issued pursuant to a Securities Demand) or (ii) the Borrower or any of its Subsidiaries shall issue any Capital Stock (other than (A) to the Borrower or a Restricted Subsidiary, (B) any issuance of Capital Stock in settlement of outstanding litigation and (C) to employees pursuant to a compensation plan in effect on the Closing Date), then an amount equal to 100% of the net proceeds received Net Cash Proceeds thereof shall be applied promptly (but in any Fiscal Year in excess no event later than five Business Days) after the receipt thereof toward the prepayment of Fifteen Million Dollars ($15,000,000) the Loans; provided, however, that, after the Initial Maturity Date, in the aggregateevent that any callable Exchange Notes are then outstanding, such amount may be applied pro rata to the redemption of such Exchange Notes in accordance with the terms of the Exchange Note Indenture. (i) If, prior to the Initial Maturity Date, the Borrower or any of its Restricted Subsidiaries shall consummate any Asset Disposition, then an amount equal to 100% of the Net Available Cash therefrom shall be applied promptly (but in no event later than five Business Days) after the receipt thereof toward the prepayment of the Loans; provided, however, that a pro rata portion of such Net Available Cash may be applied toward the repayment of amounts outstanding under the Credit Agreement to the extent required by the terms thereof as they existed as of the Closing Date. (ii) If, following the Initial Maturity Date, the Borrower is required pursuant to the Exchange Note Indenture to redeem Increasing Rate Notes and/or offer to purchase Fixed Rate Notes from the sale (other than a sale in the ordinary course of business) of all or Net Available Cash from any part of the assets of Asset Disposition by the Borrower or any Restricted Subsidiary; , the Borrower shall apply a portion of such Net Available Cash toward the prepayment of Loans such that the Loans are prepaid on a pro rata basis with (iia) in an the Increasing Rate Notes so redeemed, (b) the amount equal of such offer to purchase (it being acknowledged that such offer to purchase may be made ratably to holders of Fixed Rate Notes and holders of other Senior Indebtedness, pursuant to Section 4.06 of the net proceeds received by Borrower or any Restricted Subsidiary from the sale or issuance of any debt instrument, Exchange Note Indenture) and (iiic) in an amount equal to the net proceeds received by Borrower or any Restricted Subsidiary repayment of amounts outstanding under any insurance policy, the Credit Agreement to the extent thatrequired by the terms thereof as they existed on the Closing Date. Amounts of Net Available Cash offered to and rejected by any holder of a Fixed Rate Note (or other Senior Indebtedness to which such offer is made in accordance with the Exchange Note Indenture) shall be ratably applied to (1) prepay the Loans, in (2) redeem any Increasing Rate Notes, (3) purchase any Fixed Rate Notes (and such other Senior Indebtedness) with respect to which the case offer to purchase was made and accepted and (4) to the extent required by the terms thereof as they existed as on the Closing Date, repay amounts outstanding under the Credit Agreement. The distribution of property and casualty insurance, such proceeds are not used the relevant prepayment amount hereunder to the Lenders by Borrower or such Restricted Subsidiary to repair or replace the property which was the subject of such insurance claim, with a reasonable period of time Administrative Agent shall be made promptly (but in no event later than six (6five days) months from after the date expiration of any offer to purchase if Fixed Rate Notes are outstanding. If no such proceeds Fixed Rate Notes are received outstanding, the distribution of the relevant prepayment amount hereunder to the Lenders by the Borrower or such Subsidiary, unless Borrower or such Subsidiary has taken action to effect such repair or replacement, as determined by the Administrative Agent in good faith, or unless otherwise agreed to by the Agent. With respect to prepayments received by the Agent for the ratable benefit of Banks under this Section 2.08(c), such prepayments shall be applied first, to the then outstanding Revolving Credit Loans, second, to the repayment of the Term Loan if it remains outstanding, and third, at the discretion of Agent, to be held made as Cash Collateral to secure Letter of Credit Obligationssoon as practicable (but in no event later than five days) after receipt thereof. (d) To the extent that, at any given time, (i) the Outstanding Credit Facilities exceed the then effective Revolving Credit Commitment, or (ii) the Outstanding Credit Facilities minus amounts outstanding under the Term Loan, if any, exceed the sum of the Availability for Revolving Credit Loans plus the Letter of Credit Obligations, or (iii) the Revolving Credit Loans exceed the Availability for Revolving Credit Loans, or (iv) the Obligations exceed any of the other borrowing limitations set forth in this Agreement, in each case If the Borrower shall immediately pay optionally redeem any Exchange Notes pursuant to the Agent for the ratable benefit of the Banks a mandatory prepayment of the Revolving Credit Loans in an amount equal to such excess and/or Borrower shall immediately provide Cash Collateral for the Letter of Credit Obligations to the extent required to eliminate such excess. Any Cash Collateral deposited with the Agent for the ratable benefit of the Banks in accordance with the terms of this Section 2.08 the Exchange Note Indenture, then the Borrower shall be credited, for purposes of prepay Loans on a pro rata basis with the calculation of Availability for Revolving Credit Loans under Section 2.01 hereof, against the outstanding Letter of Credit Obligations subject to Section 2.08(e) hereofExchange Notes so redeemed. (e) In The Borrower shall notify the event Eurodollar Loans are outstanding at the time Administrative Agent by telephone (confirmed by telecopy) of any mandatory prepayment under this Section 2.08 hereofhereunder not later than 11:00 a.m., New York City time, three Business Days before the date of such mandatory prepayment prepayment. Each such notice shall be applied first to reduce any Prime Rate Loans outstanding to zero. Any remaining mandatory prepayment amount shall be deemed to be Cash Collateral irrevocable and shall be deposited by Agent in a segregated account to be applied to specify the Eurodollar Loans. The Cash Collateral in such segregated account shall represent a reduction of prepayment date, the Eurodollar Loans then outstanding and such amount shall be credited against Revolving Credit Loans for purposes of calculating Availability for Revolving Credit Loans. Agent shall hold such amounts in such segregated account and use it to pay the Eurodollar Loans as such loans mature. If the amounts in the segregated account are sufficient to pay (at maturity) the then outstanding Eurodollar Loans, any remaining mandatory prepayment shall then be applied to Letter of Credit Obligations in accordance with Section 2.08(d) hereof. (f) Borrower may, without premium or penalty, reduce the Revolving Credit Commitment to an amount not less than the sum of the aggregate unpaid principal amount of all Revolving Credit Loans, the Term Loan and the Letter of Credit Obligations then outstanding. Each such reduction (i) shall be in an amount which is an integral multiple of One Million Dollars ($1,000,000), (ii) shall be made providing not less than ten (10) Banking Days written notice to Agent, which notice shall state the amount of the payment Loans or portion thereof to be made and shall conform to prepaid and, in the amount case of the Revolving Credit Commitment after giving effect to such paymenta mandatory prepayment, (iii) shall reduce, on a permanent basis, the Revolving Credit Commitment by an amount equal to reasonably detailed calculation of the amount of such reductionprepayment. If such notice is given, the Borrower shall make such prepayment, and (iv) the payment amount specified in such notice shall be irrevocabledue and payable, on the date specified therein. Except as otherwise provided in Section 2.01(b) hereofPromptly following receipt of any such notice, once reduced the Revolving Credit Commitment may not be increased. Borrower may reduce Administrative Agent shall advise the Revolving Credit Commitment to Zero Dollars ($0) provided the Revolving Credit Termination Date occurs simultaneously therewith. (g) Any prepayments Lenders of the Term Loan pursuant hereto shall be applied to reduce scheduled principal payments required under Section 2.07(b) hereof, on a pro-rata basis among the scheduled principal payments remaining to be madecontents thereof.

Optional and Mandatory Prepayments. (a) The Borrower may at any time and from time to time prepay without premium or penalty a Prime Rate Loanthe Revolving Credit Loans, in whole or in part, without premium or penalty (subject to subsection 2.17), upon at least four Business Days' irrevocable notice to the Agent, specifying the date and amount of prepayment 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 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 subsection 2.17. Partial prepayments shall be in an aggregate principal amount of $1,000,000 or a whole multiple thereof. (b) In the event the aggregate unpaid principal amount of the Revolving Credit Loans shall at any time be in excess of the Borrowing Base at such time, the Agent shall so notify the Borrower, and the Borrower shall, within 30 days after such notification, either (i) prepay the principal of the Revolving Credit Loans, in an aggregate amount at least equal to such excess, together with accrued interest on the amount prepaid to the date of such prepayment on or (ii) take such actions as may be approved by the Agent and the Co-Agent in their sole discretion to increase the Borrowing Base by the amount prepaid, provided that, each partial prepayment shall be of such excess in a principal amount of not less than One Hundred Thousand Dollars ($100,000) (each such payment, a “Prime Rate Optional Prepayment”)manner satisfactory to the Agent and the Co-Agent. (c) In the event the Borrower or any Subsidiary Guarantor determines to sell or otherwise dispose of any of the Borrowing Base Assets (other than sales permitted by subsections 6.6 (a), (b), (c), (d) and (e)), the Borrower may prepay without premium or penalty shall immediately notify the Agent and the Co-Agent (but subject to the provisions of Section 13.03 hereof a Eurodollar Loan, in whole or in part, with accrued interest no event later than five Business Days prior to the date of such prepayment on sale or disposition) and, no later than three Business Days following the amount paidconsummation of such sale or disposition, provided that, each partial prepayment shall be in a principal amount of not less than One Million Five Hundred Thousand Dollars ($1,500,000) (each such payment, a “Eurodollar Optional Prepayment”, and together with each Prime Rate Optional Prepayment, collectively, an “Optional Prepayment”). (c) During the term of this Agreement, Borrower shall make mandatory prepayments (i) prepay the Revolving Credit Loans in an aggregate amount equal to the net proceeds received in any Fiscal Year in excess of Fifteen Million Dollars ($15,000,000) in such sale or disposition; provided that no later than three Business Days following the aggregate, from the sale (other than a sale in the ordinary course of business) of all or any part redetermination of the assets of Borrowing Base by the Borrower or any Restricted Subsidiary; (ii) in an amount equal Agent and the Co-Agent to the net proceeds received by Borrower or any Restricted Subsidiary from the reflect such sale or issuance of any debt instrument, and (iii) in an amount equal to the net proceeds received by Borrower or any Restricted Subsidiary under any insurance policy, disposition to the extent that, in the case of property and casualty insurance, such proceeds are not used required by Borrower or such Restricted Subsidiary to repair or replace the property which was the subject of such insurance claim, with a reasonable period of time but in no event later than six (6) months from the date such proceeds are received by the Borrower or such Subsidiary, unless Borrower or such Subsidiary has taken action to effect such repair or replacement, as determined by the Agent in good faith, or unless otherwise agreed to by the Agent. With respect to prepayments received by the Agent for the ratable benefit of Banks under this Section 2.08(csubsection 2.6(b)(v), such prepayments shall be applied first, to the then outstanding Revolving Credit Loans, second, to the repayment of the Term Loan if it remains outstanding, and third, at the discretion of Agent, to be held as Cash Collateral to secure Letter of Credit Obligations. (d) To the extent that, at any given time, (i) the Outstanding Credit Facilities exceed the then effective Revolving Credit Commitment, or (ii) the Outstanding Credit Facilities minus amounts outstanding under the Term Loan, if any, exceed the sum of the Availability for Revolving Credit Loans plus the Letter of Credit Obligations, or (iii) the Revolving Credit Loans exceed the Availability for Revolving Credit Loans, or (iv) the Obligations exceed any of the other borrowing limitations set forth in this Agreement, in each case the Borrower shall immediately pay to the Agent for the ratable benefit of the Banks a mandatory prepayment of additionally prepay the Revolving Credit Loans in an aggregate amount equal to the excess, if any, of (i) the aggregate principal amount of outstanding Revolving Credit Loans after reflecting payment of the net proceeds of such excess and/or Borrower shall immediately provide Cash Collateral for asset sale or disposition over (ii) the Letter of Credit Obligations to the extent required to eliminate such excess. Any Cash Collateral deposited with Borrowing Base as 21 16 redetermined by the Agent for and the ratable benefit Co-Agent to reflect such sale or disposition. (d) In the event that both ABR Loans and Eurodollar Loans are outstanding on the date of the Banks any such mandatory prepayment made in accordance with the terms of paragraph (b) or (c) of this Section 2.08 2.7, the Borrower shall be credited, for purposes of the calculation of Availability for Revolving Credit Loans under Section 2.01 hereof, against the outstanding Letter of Credit Obligations subject to Section 2.08(e) hereof. (e) In the event Eurodollar Loans are outstanding at the time of any mandatory prepayment under this Section 2.08 hereof, apply such mandatory prepayment shall be applied first to reduce prepay any Prime Rate or all of such outstanding ABR Loans outstanding and next to zero. Any remaining mandatory prepayment amount shall be deemed to be Cash Collateral and shall be deposited by Agent in a segregated account to be applied to the Eurodollar Loans. The Cash Collateral in prepay any or all of such segregated account shall represent a reduction of the Eurodollar Loans then outstanding and such amount shall be credited against Revolving Credit Loans for purposes of calculating Availability for Revolving Credit Loans. Agent shall hold such amounts in such segregated account and use it to pay the Eurodollar Loans as such loans mature. If the amounts in the segregated account are sufficient to pay (at maturity) the then outstanding Eurodollar Loans; provided that in the event the Borrower shall apply such mandatory prepayment to prepay a Eurodollar Loan on a date other than the last day of an Interest Period with respect thereto, any remaining mandatory prepayment losses or costs incurred by the Lenders shall then be applied to Letter of Credit Obligations indemnified by the Borrower in accordance with the provisions of Section 2.08(d) hereof2.17. (f) Borrower may, without premium or penalty, reduce the Revolving Credit Commitment to an amount not less than the sum of the aggregate unpaid principal amount of all Revolving Credit Loans, the Term Loan and the Letter of Credit Obligations then outstanding. Each such reduction (i) shall be in an amount which is an integral multiple of One Million Dollars ($1,000,000), (ii) shall be made providing not less than ten (10) Banking Days written notice to Agent, which notice shall state the amount of the payment to be made and shall conform to the amount of the Revolving Credit Commitment after giving effect to such payment, (iii) shall reduce, on a permanent basis, the Revolving Credit Commitment by an amount equal to the amount of such reduction, and (iv) shall be irrevocable. Except as otherwise provided in Section 2.01(b) hereof, once reduced the Revolving Credit Commitment may not be increased. Borrower may reduce the Revolving Credit Commitment to Zero Dollars ($0) provided the Revolving Credit Termination Date occurs simultaneously therewith. (g) Any prepayments of the Term Loan pursuant hereto shall be applied to reduce scheduled principal payments required under Section 2.07(b) hereof, on a pro-rata basis among the scheduled principal payments remaining to be made.

Optional and Mandatory Prepayments. ‌ (a) The Borrower may may, at any time and from time to time, prepay without premium or penalty a Prime Rate Loanthe Loans, in whole or in part, without premium or penalty, except as set forth in Section 2.6(c), upon at least two Business Days’ irrevocable notice (in the case of Term SOFR Loans) and one Business Day’s irrevocable notice (in the case of Base Rate Loans), in each case to the Administrative Agent, specifying the date and amount of prepayment, and whether the prepayment is of Term SOFR Loans, Base Rate Loans or a combination thereof, and, if a combination thereof, the amount allocable to each and, if Term SOFR Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent shall promptly notify each Lender of 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 the such date of such prepayment on the amount prepaid, provided that, each partial prepayment . Partial prepayments shall be in a an aggregate principal amount of $1,000,000 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 less than One Hundred Thousand Dollars ($100,000) (each such payment, a “Prime Rate Optional Prepayment”)have been contravened. (b) Borrower may prepay without premium or penalty but subject to the provisions of Section 13.03 hereof a Eurodollar Loan, in whole or in part, with accrued interest to the date of such prepayment on the amount paid, provided that, each partial prepayment shall be in a principal amount of not less than One Million Five Hundred Thousand Dollars ($1,500,000) (each such payment, a “Eurodollar Optional Prepayment”, and together with each Prime Rate Optional Prepayment, collectively, an “Optional Prepayment”). (c) During the term of this Agreement, Borrower shall make mandatory prepayments (i) in an amount equal to If, at any time, either (A) the net proceeds received in any Fiscal Year in excess of Fifteen Million Dollars ($15,000,000) in the aggregate, from the sale (other than a sale in the ordinary course of business) of all or any part of the assets Asset Coverage Ratio of the Borrower shall be less than the Minimum Permitted Ratio, or any Restricted Subsidiary; (iiB) in an the aggregate amount equal of all Indebtedness of the Borrower (including, without limitation, the Loans made to the net proceeds received by Borrower) then outstanding exceeds the limits provided in the Borrower’s Prospectus, then, in each case within thirty-five (35) calendar days thereafter, the Borrower or any Restricted Subsidiary from the sale or issuance of any debt instrument, and (iii) in an amount equal to the net proceeds received by Borrower or any Restricted Subsidiary under any insurance policy, shall repay Loans to the extent that, in the case of property and casualty insurance, such proceeds are not used by Borrower or such Restricted Subsidiary necessary to repair or replace the property which was the subject of such insurance claim, with a reasonable period of time but in no event later than six ensure that (6) months from the date such proceeds are received by the Borrower or such Subsidiary, unless Borrower or such Subsidiary has taken action to effect such repair or replacement, as determined by the Agent in good faith, or unless otherwise agreed to by the Agent. With respect to prepayments received by the Agent for the ratable benefit of Banks under this Section 2.08(c), such prepayments shall be applied first, to the then outstanding Revolving Credit Loans, second, to the repayment of the Term Loan if it remains outstanding, and third, at the discretion of Agent, to be held as Cash Collateral to secure Letter of Credit Obligations. (d) To the extent that, at any given time, (ix) the Outstanding Credit Facilities exceed Borrower’s Asset Coverage Ratio after such payments is in compliance with applicable covenants concerning the then effective Revolving Credit Commitment, or (ii) the Outstanding Credit Facilities minus amounts outstanding under the Term Loan, if any, exceed the sum of the Availability for Revolving Credit Loans plus the Letter of Credit Obligations, or (iii) the Revolving Credit Loans exceed the Availability for Revolving Credit Loans, or (iv) the Obligations exceed any of the other borrowing limitations minimum Asset Coverage Ratio set forth in this Agreement, in each case the Borrower shall immediately pay to the Agent for the ratable benefit of the Banks a mandatory prepayment of the Revolving Credit Loans in an amount equal to such excess and/or Borrower shall immediately provide Cash Collateral for the Letter of Credit Obligations to the extent required to eliminate such excess. Any Cash Collateral deposited with the Agent for the ratable benefit of the Banks in accordance with the terms of this Section 2.08 shall be credited, for purposes of the calculation of Availability for Revolving Credit Loans under Section 2.01 hereof, against the outstanding Letter of Credit Obligations subject to Section 2.08(e) hereof. Agreement or (e) In the event Eurodollar Loans are outstanding at the time of any mandatory prepayment under this Section 2.08 hereof, such mandatory prepayment shall be applied first to reduce any Prime Rate Loans outstanding to zero. Any remaining mandatory prepayment amount shall be deemed to be Cash Collateral and shall be deposited by Agent in a segregated account to be applied to the Eurodollar Loans. The Cash Collateral in such segregated account shall represent a reduction of the Eurodollar Loans then outstanding and such amount shall be credited against Revolving Credit Loans for purposes of calculating Availability for Revolving Credit Loans. Agent shall hold such amounts in such segregated account and use it to pay the Eurodollar Loans as such loans mature. If the amounts in the segregated account are sufficient to pay (at maturityy) the then outstanding Eurodollar Loans, any remaining mandatory prepayment shall then be applied to Letter of Credit Obligations in accordance with Section 2.08(d) hereof. (f) Borrower may, without premium or penalty, reduce the Revolving Credit Commitment to an amount not less than the sum of the aggregate unpaid principal amount of all Revolving Credit Loans, the Term Loan and the Letter of Credit Obligations then outstanding. Each such reduction (i) shall be in an amount which is an integral multiple of One Million Dollars ($1,000,000), (ii) shall be made providing not less than ten (10) Banking Days written notice to Agent, which notice shall state the amount Indebtedness of the payment to be made and shall conform to the amount of the Revolving Credit Commitment Borrower then outstanding does not after giving effect to such payment, (iii) shall reduce, on a permanent basis, the Revolving Credit Commitment by an amount equal to the amount of payments exceed such reduction, and (iv) shall be irrevocable. Except as otherwise limits provided in Section 2.01(b) hereofthe Borrower’s Prospectus, once reduced as the Revolving Credit Commitment case may not be increased. Borrower may reduce the Revolving Credit Commitment to Zero Dollars ($0) provided the Revolving Credit Termination Date occurs simultaneously therewithbe. (g) Any prepayments of the Term Loan pursuant hereto shall be applied to reduce scheduled principal payments required under Section 2.07(b) hereof, on a pro-rata basis among the scheduled principal payments remaining to be made.

Optional and Mandatory Prepayments. (a) Borrower Loans may prepay without premium or penalty a Prime Rate Loan, be prepaid at the option of the Company as provided in whole or in part, with accrued interest to the date of such prepayment on the amount prepaid, provided that, each partial prepayment shall be in a principal amount of not less than One Hundred Thousand Dollars ($100,000) (each such payment, a “Prime Rate Optional Prepayment”)Section 3.11. (b) Borrower may prepay without premium or penalty but subject If the Company receives any Net Cash Proceeds from any of the following events, the Company shall apply such Net Cash Proceeds at the following times and in the following amounts first, to the provisions prepayment of outstanding Loans, and second, to the payment or cash collateralization of outstanding Letter of Credit Obligations (any such application, a “Proceeds Application”): (1) Within five Business Days following the receipt by the Company of any Net Cash Proceeds from any sale or other disposition of property or assets by the Company or a Restricted Subsidiary (other than (A) sales of assets permitted by Section 13.03 hereof a Eurodollar Loan6.06, in whole or in part, with accrued interest to and (B) the first $1,000,000 of Net Cash Proceeds from such asset sales received after the date of this Agreement), the Company shall make a Proceeds Application in an amount equal to 100% of such prepayment Net Cash Proceeds; (2) Within five Business Days following the receipt by the Company of any Net Cash Proceeds from the issuance of any debt securities of the kind described in clause (a) or (c) of the definition of Indebtedness (other than Indebtedness evidenced by the Note), the Company shall make a Proceeds Application in an amount equal to 100% of all such Net Cash Proceeds; (3) Within five Business Days following the receipt by the Company of any Net Cash Proceeds from the issuance of any equity securities of the Company or a Restricted Subsidiary, the Company shall make a Proceeds Application in an amount equal to 100% of all such Net Cash Proceeds; (4) Within five Business Days following the receipt by the Company of any Net Cash Proceeds of insurance resulting from an event of loss or casualty with respect to any property, or of a condemnation award resulting from any condemnation or taking by a Governmental Authority, to the extent that such Net Cash Proceeds are not reinvested by the Company, the Company shall make a Proceeds Application in an amount equal to 100% of all such Net Cash Proceeds. Notwithstanding the foregoing, the total payment obligation of the Company pursuant to this Section 2.03(b) shall not at any time exceed the sum of the aggregate principal balance of and accrued interest on the amount paid, provided that, each partial prepayment shall be in a principal amount all outstanding Loans plus cash collateralization of not less than One Million Five Hundred Thousand Dollars ($1,500,000) (each all outstanding Letter of Credit Obligations at such payment, a “Eurodollar Optional Prepayment”, and together with each Prime Rate Optional Prepayment, collectively, an “Optional Prepayment”)time. (c) During the term of this Agreement, Borrower shall make mandatory prepayments (i) in an amount equal to the net proceeds received in any Fiscal Year in excess of Fifteen Million Dollars ($15,000,000) in the aggregate, from the sale (other than a sale in the ordinary course of business) of all or any part of the assets of the Borrower or any Restricted Subsidiary; (ii) in an amount equal to the net proceeds received by Borrower or any Restricted Subsidiary from the sale or issuance of any debt instrument, and (iii) in an amount equal to the net proceeds received by Borrower or any Restricted Subsidiary under any insurance policy, to the extent that, in the case of property and casualty insurance, such proceeds are not used by Borrower or such Restricted Subsidiary to repair or replace the property which was the subject of such insurance claim, with a reasonable period of time but in no event later than six (6) months from the date such proceeds are received by the Borrower or such Subsidiary, unless Borrower or such Subsidiary has taken action to effect such repair or replacement, as determined by the Agent in good faith, or unless otherwise agreed to by the Agent. With respect to prepayments received by the Agent for the ratable benefit of Banks under this Section 2.08(c), such prepayments shall be applied first, to the then outstanding Revolving Credit Loans, second, to the repayment of the Term Loan if it remains outstanding, and third, at the discretion of Agent, to be held as Cash Collateral to secure Letter of Credit Obligations. (d) To the extent that, If at any given time, (i) the Outstanding Credit Facilities exceed the then effective Revolving Credit Commitment, or (ii) the Outstanding Credit Facilities minus amounts outstanding under the Term Loan, if any, exceed time the sum of the Availability for Revolving Credit Loans plus the Letter of Credit Obligations, or (iii) the Revolving Credit Loans exceed the Availability for Revolving Credit Loans, or (iv) the Obligations exceed any of the other borrowing limitations set forth in this Agreement, in each case the Borrower shall immediately pay to the Agent for the ratable benefit of the Banks a mandatory prepayment outstanding principal amount of the Revolving Credit Loans in an amount equal to such excess and/or Borrower shall immediately provide Cash Collateral for the Letter of Credit Obligations to the extent required to eliminate such excess. Any Cash Collateral deposited with the Agent for the ratable benefit of the Banks in accordance with the terms of this Section 2.08 shall be credited, for purposes of the calculation of Availability for Revolving Credit Loans under Section 2.01 hereof, against the outstanding Letter of Credit Obligations subject to Section 2.08(e) hereof. (e) In the event Eurodollar Loans are outstanding at the time of any mandatory prepayment under this Section 2.08 hereof, such mandatory prepayment shall be applied first to reduce any Prime Rate Loans outstanding to zero. Any remaining mandatory prepayment amount shall be deemed to be Cash Collateral and shall be deposited by Agent in a segregated account to be applied to the Eurodollar Loans. The Cash Collateral in such segregated account shall represent a reduction of the Eurodollar Loans then outstanding and such amount shall be credited against Revolving Credit Loans for purposes of calculating Availability for Revolving Credit Loans. Agent shall hold such amounts in such segregated account and use it to pay the Eurodollar Loans as such loans mature. If the amounts in the segregated account are sufficient to pay (at maturity) the then outstanding Eurodollar Loans, any remaining mandatory prepayment shall then be applied to Letter of Credit Obligations in accordance with Section 2.08(d) hereof. (f) Borrower may, without premium or penalty, reduce the Revolving Credit Commitment to an amount not less than the sum of the aggregate unpaid principal amount of all Revolving Credit Loans, the Term Loan and the Letter of Credit Obligations then outstanding. Each such reduction (i) shall be in an amount which is an integral multiple of One Million Dollars ($1,000,000)exceed the Revolving Commitment, (ii) the Company shall be made providing not less than ten (10) Banking Days written notice to Agent, which notice shall state immediately notify the amount of Lender thereof and prepay the payment to be made and shall conform Revolving Loans to the amount of the Revolving Credit Commitment after giving effect extent necessary to eliminate such payment, (iii) shall reduce, on a permanent basis, the Revolving Credit Commitment by an amount equal to the amount of such reduction, and (iv) shall be irrevocable. Except as otherwise provided in Section 2.01(b) hereof, once reduced the Revolving Credit Commitment may not be increased. Borrower may reduce the Revolving Credit Commitment to Zero Dollars ($0) provided the Revolving Credit Termination Date occurs simultaneously therewithexcess. (g) Any prepayments of the Term Loan pursuant hereto shall be applied to reduce scheduled principal payments required under Section 2.07(b) hereof, on a pro-rata basis among the scheduled principal payments remaining to be made.

Optional and Mandatory Prepayments. (a) a Borrower may prepay without premium or penalty a Prime Rate Loan, in whole or in part, with accrued interest to the date of such prepayment on the amount prepaid, provided that, each partial prepayment shall be in a principal amount of not less than One Hundred Thousand Dollars ($100,000) (each such payment, a “Prime Rate an "Optional Prepayment”"). Eurodollar Loans may only be prepaid at end of any Interest Period. (b) Borrower may prepay without premium or penalty but subject to the provisions of Section 13.03 hereof a Eurodollar Loan, in whole or in part, with accrued interest to the date of such prepayment on the amount paid, provided that, each partial prepayment shall be in a principal amount of not less than One Million Five Hundred Thousand Dollars ($1,500,000) (each such payment, a “Eurodollar Optional Prepayment”, and together with each Prime Rate Optional Prepayment, collectively, an “Optional Prepayment”). (c) b During the term of this Agreement, Borrower shall make mandatory prepayments (i) in an amount equal equal, during any Fiscal Year, to the net proceeds received in any Fiscal Year in excess of Fifteen Million Dollars ($15,000,000) 250,000 in the aggregate, from the sale (other than a sale in the ordinary course of business) of all or any part of the assets of the Borrower or any Restricted Subsidiary; (ii) in ii)-in an amount equal to the net proceeds received by Borrower or any Restricted Subsidiary from the sale or issuance of any debt instrumentinstrument or from the proceeds of the Key-Person Life Insurance Policies referenced in Section 8.11 hereof, and (iii) in an amount equal to the net proceeds received by Borrower or any Restricted Subsidiary under any property and casualty insurance policy, to the extent that, in the case of property and casualty insurance, such proceeds are not used by Borrower or such Restricted Subsidiary to repair or replace the property which was the subject of such insurance claim, with within a reasonable period of time but in no event later than six (6) months from the date such proceeds are received by the Borrower or such Subsidiary, unless Borrower or such Subsidiary has taken action to effect affect such repair or replacement, as determined by the Agent in good faith, or unless otherwise agreed to by Agent. So long as the AgentIntercreditor Agreement remains in effect, notwithstanding anything to the contrary contained herein, the Banks shall be entitled to receive their Ratable Portion of the prepayments required to be paid under this Section 2.07(b) and if Agent shall be in receipt of any proceeds of such prepayments in excess of the Banks' Ratable Portion of such prepayments (the "Excess Prepayments"), Agent shall deliver such Excess Prepayments to the Note Agent (as defined in the Intercreditor Agreement). With respect to the prepayments received by the Agent for the ratable benefit of Banks Lenders under this Section 2.08(c2.07(b), such prepayments shall be applied first, to the repayment of the then outstanding Revolving Credit Loans, Loans and second, to the repayment of the Term Loan if it remains outstanding, and third, at the discretion of Agent, to be held as Cash Collateral to secure Letter of Credit Obligations; provided that, any mandatory prepayment of the Revolving Credit Loans or amounts held as Cash Collateral to secure Letters of Credit hereunder shall permanently reduce the Supplemental Amount and the Revolving Credit Commitment on a dollar for dollar basis to the extent such proceeds are received by Agent in accordance with the terms of the Intercreditor Agreement (with respect to secured Letter of Credit Obligations such reduction will occur as Letter of Credit Obligations are satisfied by the Cash Collateral). (d) c To the extent that, at any given time, (i) the Outstanding Credit Facilities exceed the then effective Revolving Credit Commitment, or (ii) the Outstanding Credit Facilities minus amounts outstanding under the Term Loan, if any, exceed the sum of the Availability for Revolving Credit Loans plus the Letter of Credit Obligations, or (iii) the Revolving Credit Loans exceed the Availability for Revolving Credit Loans, or (iv) the Obligations exceed any of the other borrowing limitations set forth in this Agreement, in each case the Borrower shall immediately pay to the Agent for the ratable benefit of the Banks a mandatory prepayment of the Revolving Credit Loans in an amount equal to such excess and/or Borrower shall immediately provide Cash Collateral for the Letter of Credit Obligations to the extent required to eliminate such excess. Any Cash Collateral deposited with the Agent for the ratable benefit of the Banks in accordance with the terms of this Section 2.08 2.07 shall be credited, for purposes of the calculation of Availability for Revolving Credit Loans under Section 2.01 hereof, against the outstanding Letter of Credit Obligations subject to Section 2.08(e2.07(d) hereof. (e) d In the event Eurodollar Loans are outstanding at the time of any mandatory prepayment under this Section 2.08 2.07 hereof, such mandatory prepayment shall be applied first to reduce any Prime Rate Loans outstanding to zero. Any remaining mandatory prepayment amount shall be deemed to be constitute Cash Collateral and shall be deposited by Agent in a segregated account to be applied to the Eurodollar LoansLoans as more particularly set forth below. The Such Cash Collateral in such segregated account shall represent a reduction of the Eurodollar Loans then outstanding and such amount shall be credited against Revolving Credit Loans for purposes of calculating Availability for Revolving Credit Loans. Agent Such Cash Collateral shall hold such amounts in such segregated account and use it be used to pay the repay Eurodollar Loans as such loans mature. If the amounts in the segregated account are sufficient to pay (at maturity) the then outstanding Eurodollar Loans, any remaining mandatory prepayment portion of such Cash Collateral shall then be applied to held as Cash Collateral in respect of any then outstanding Letter of Credit Obligations in accordance with Section 2.08(dSections 2.07(b) and (c) hereof. (f) e Borrower may, without premium or penalty, reduce the Revolving Credit Commitment to an amount not less than the sum of the aggregate unpaid principal amount of all Revolving Credit Loans, the Term Loan Loans and the Letter of Credit Obligations then outstanding. Each such reduction (i) shall be in an amount which is an integral multiple of One Million Dollars ($1,000,000), (ii) shall be made after providing not less than ten (10) Banking Days written notice to Agent, which notice shall state the amount of the payment to be made and shall conform to confirm the amount of the Revolving Credit Commitment after giving effect to such payment, (iii) shall reduce, on a permanent basis, the Revolving Credit Commitment by an amount equal to the amount of such reduction, and (iv) shall be irrevocable. Except as otherwise provided in Section 2.01(b) hereofOnce reduced, once reduced the Revolving Credit Commitment may not be increased. Borrower may reduce the Revolving Credit Commitment to Zero Dollars ($0) 0 provided that the Revolving Credit Termination Date occurs simultaneously therewith. (g) Any prepayments of the Term Loan pursuant hereto shall be applied to reduce scheduled principal payments required under Section 2.07(b) hereof, on a pro-rata basis among the scheduled principal payments remaining to be made.

Optional and Mandatory Prepayments. (a) Borrower may Subject to Section 3.09 hereof, the Company shall have the right to prepay Loans from time to time, without premium or penalty a Prime Rate Loanpenalty, in whole or in part, with accrued interest subject to receipt by the Lender of written notice from the Company not later than 10 a.m. New York time at least three (3) Business Days prior to the date of such prepayment, which notice shall be irrevocable and shall specify (i) the amount, Class and Type of each Loan to be prepaid, and (ii) the date of such prepayment which shall be a Business Day (and the amount so specified shall then become due and payable hereunder on such date, together with all interest accrued thereon to, but excluding, such date). Notwithstanding the foregoing to the contrary, (A) a Eurodollar Loan may be prepaid only on the amount prepaidlast day of the then applicable Interest Period for such Eurodollar Loan, provided that, (B) each partial prepayment of the Loans shall be in a principal an amount at least equal to $100,000 or in multiples of not less than One Hundred Thousand Dollars $100,000 in excess thereof ($100,000prepayments of Loans of different Classes or Types or, in the case of Eurodollar Loans, having different Interest Periods at the same time hereunder shall be deemed separate prepayments for purposes of the foregoing, one for each Class, Type or Interest Period), and (C) (each such payment, a “Prime Rate Optional Prepayment”)prepayment shall be applied against the Loans as provided in Section 3.04(e) hereof. (b) Borrower may prepay without premium or penalty but subject to If any Capital Stock of the provisions Company is sold by the Company in a Public Offering, then concurrently with the receipt by the Company of Section 13.03 hereof a Eurodollar LoanNet Proceeds from such Public Offering, in whole or in part, with accrued interest to the date of such prepayment on the amount paid, provided that, each partial prepayment Company shall be required to prepay the Loans in a principal amount of not less than One Million Five Hundred Thousand Dollars ($1,500,000) (each such payment, a “Eurodollar Optional Prepayment”, and together with each Prime Rate Optional Prepayment, collectively, an “Optional Prepayment”)full. (c) During Concurrently with the term receipt by the Company or any Subsidiary of this AgreementNet Proceeds from any of the transactions described below (to the extent permitted by the Lender), Borrower the Company shall make mandatory prepayments a prepayment of the Loans as follows (in each case, to be applied against the Loans as provided in Section 3.04(e) hereof): 28 34 (i) in an amount equal to the net proceeds received in any Fiscal Year in excess of Fifteen Million Dollars ($15,000,000) in the aggregate, If such Net Proceeds arise from the sale (sale, lease, assignment, exchange or other than a sale in the ordinary course disposition of business) of all or any part of the assets of the Borrower Company or any Restricted Subsidiary; Subsidiary (ii) in an amount equal to the net proceeds received by Borrower or any Restricted Subsidiary from the sale or issuance including, without limitation, as a result of any debt instrument, and (iiicasualty or condemnation but not including sales or dispositions of assets permitted pursuant to Section 7.03(ii) in an amount equal to the net proceeds received by Borrower or any Restricted Subsidiary under any insurance policy, to the extent that, in the case of property and casualty insurance, such proceeds are not used by Borrower or such Restricted Subsidiary to repair or replace the property which was the subject of such insurance claim, with a reasonable period of time but in no event later than six (6) months from the date such proceeds are received by the Borrower or such Subsidiary, unless Borrower or such Subsidiary has taken action to effect such repair or replacement, as determined by the Agent in good faith, or unless otherwise agreed to by the Agent. With respect to prepayments received by the Agent for the ratable benefit of Banks under this Section 2.08(chereof), such prepayments the Company shall be applied first, to the then outstanding Revolving Credit Loans, second, to the repayment of the Term Loan if it remains outstanding, and third, at the discretion of Agent, to be held as Cash Collateral to secure Letter of Credit Obligations. (d) To the extent that, at any given time, (i) the Outstanding Credit Facilities exceed the then effective Revolving Credit Commitment, or (ii) the Outstanding Credit Facilities minus amounts outstanding under the Term Loan, if any, exceed the sum of the Availability for Revolving Credit Loans plus the Letter of Credit Obligations, or (iii) the Revolving Credit Loans exceed the Availability for Revolving Credit Loans, or (iv) the Obligations exceed any of the other borrowing limitations set forth in this Agreement, in each case the Borrower shall immediately pay to the Agent for the ratable benefit of the Banks make a mandatory prepayment of the Revolving Credit Loans in an amount equal to such excess and/or Borrower shall immediately provide Cash Collateral for the Letter 50% of Credit Obligations to the extent required to eliminate such excess. Any Cash Collateral deposited with the Agent for the ratable benefit of the Banks in accordance with the terms of this Section 2.08 shall be credited, for purposes of the calculation of Availability for Revolving Credit Loans under Section 2.01 hereof, against the outstanding Letter of Credit Obligations subject to Section 2.08(e) hereof. (e) In the event Eurodollar Loans are outstanding at the time of any mandatory prepayment under this Section 2.08 hereof, such mandatory prepayment shall be applied first to reduce any Prime Rate Loans outstanding to zero. Any remaining mandatory prepayment amount shall be deemed to be Cash Collateral and shall be deposited by Agent in a segregated account to be applied to the Eurodollar Loans. The Cash Collateral in such segregated account shall represent a reduction of the Eurodollar Loans then outstanding and such amount shall be credited against Revolving Credit Loans for purposes of calculating Availability for Revolving Credit Loans. Agent shall hold such amounts in such segregated account and use it to pay the Eurodollar Loans as such loans mature. If the amounts in the segregated account are sufficient to pay (at maturity) the then outstanding Eurodollar Loans, any remaining mandatory prepayment shall then be applied to Letter of Credit Obligations in accordance with Section 2.08(d) hereof. (f) Borrower may, without premium or penalty, reduce the Revolving Credit Commitment to an amount not less than the sum of the aggregate unpaid principal amount of all Revolving Credit Loans, the Term Loan and the Letter of Credit Obligations then outstanding. Each such reduction (i) shall be in an amount which is an integral multiple of One Million Dollars ($1,000,000), (ii) shall be made providing not less than ten (10) Banking Days written notice to Agent, which notice shall state the amount of the payment to be made and shall conform to the amount of the Revolving Credit Commitment after giving effect to such payment, (iii) shall reduce, on a permanent basis, the Revolving Credit Commitment by an amount equal to the amount of such reduction, and (iv) shall be irrevocable. Except as otherwise provided in Section 2.01(b) hereof, once reduced the Revolving Credit Commitment may not be increased. Borrower may reduce the Revolving Credit Commitment to Zero Dollars ($0) provided the Revolving Credit Termination Date occurs simultaneously therewithNet Proceeds. (g) Any prepayments of the Term Loan pursuant hereto shall be applied to reduce scheduled principal payments required under Section 2.07(b) hereof, on a pro-rata basis among the scheduled principal payments remaining to be made.

Optional and Mandatory Prepayments. (a) Borrower Loans may prepay without premium or penalty a Prime Rate Loan, be prepaid at the option of the Company as provided in whole or in part, with accrued interest to the date of such prepayment on the amount prepaid, provided that, each partial prepayment shall be in a principal amount of not less than One Hundred Thousand Dollars ($100,000) (each such payment, a “Prime Rate Optional Prepayment”)Section 3.113.12. (b) Borrower may prepay without premium or penalty but subject If the Company receives any Net Cash Proceeds from any of the following events, the Company shall apply such Net Cash Proceeds at the following times and in the following amounts first, to the provisions prepayment of outstanding Loans, and second, to the payment or cash collateralization of outstanding Letter of Credit Obligations (any such application, a “Proceeds Application”): (1) Within five Business Days following the receipt by the Company of any Net Cash Proceeds from any sale or other disposition of property or assets by the Company or a Restricted Subsidiary (other than (A) sales of assets permitted by Section 13.03 hereof a Eurodollar Loan6.06, in whole or in part, with accrued interest to and (B) the first $1,000,000 of Net Cash Proceeds from such asset sales received after the date of this Agreement), the Company shall make a Proceeds Application in an amount equal to 100% of such prepayment Net Cash Proceeds; (2) Within five Business Days following the receipt by the Company of any Net Cash Proceeds from the issuance of any debt securities of the kind described in clause (a) or (c) of the definition of Indebtedness (other than Indebtedness evidenced by the Note), the Company shall make a Proceeds Application in an amount equal to 100% of all such Net Cash Proceeds; (3) Within five Business Days following the receipt by the Company of any Net Cash Proceeds from the issuance of any equity securities of the Company or a Restricted Subsidiary, the Company shall make a Proceeds Application in an amount equal to 100% of all such Net Cash Proceeds; (4) Within five Business Days following the receipt by the Company of any Net Cash Proceeds of insurance resulting from an event of loss or casualty with respect to any property, or of a condemnation award resulting from any condemnation or taking by a Governmental Authority, to the extent that such Net Cash Proceeds are not reinvested by the Company, the Company shall make a Proceeds Application in an amount equal to 100% of all such Net Cash Proceeds. Notwithstanding the foregoing, the total payment obligation of the Company pursuant to this Section 2.03(b) shall not at any time exceed the sum of the aggregate principal balance of and accrued interest on the amount paid, provided that, each partial prepayment shall be in a principal amount all outstanding Loans plus cash collateralization of not less than One Million Five Hundred Thousand Dollars ($1,500,000) (each all outstanding Letter of Credit Obligations at such payment, a “Eurodollar Optional Prepayment”, and together with each Prime Rate Optional Prepayment, collectively, an “Optional Prepayment”)time. (c) During the term of this Agreement, Borrower shall make mandatory prepayments (i) in an amount equal to the net proceeds received in any Fiscal Year in excess of Fifteen Million Dollars ($15,000,000) in the aggregate, from the sale (other than a sale in the ordinary course of business) of all or any part of the assets of the Borrower or any Restricted Subsidiary; (ii) in an amount equal to the net proceeds received by Borrower or any Restricted Subsidiary from the sale or issuance of any debt instrument, and (iii) in an amount equal to the net proceeds received by Borrower or any Restricted Subsidiary under any insurance policy, to the extent that, in the case of property and casualty insurance, such proceeds are not used by Borrower or such Restricted Subsidiary to repair or replace the property which was the subject of such insurance claim, with a reasonable period of time but in no event later than six (6) months from the date such proceeds are received by the Borrower or such Subsidiary, unless Borrower or such Subsidiary has taken action to effect such repair or replacement, as determined by the Agent in good faith, or unless otherwise agreed to by the Agent. With respect to prepayments received by the Agent for the ratable benefit of Banks under this Section 2.08(c), such prepayments shall be applied first, to the then outstanding Revolving Credit Loans, second, to the repayment of the Term Loan if it remains outstanding, and third, at the discretion of Agent, to be held as Cash Collateral to secure Letter of Credit Obligations. (d) To the extent that, If at any given time, (i) the Outstanding Credit Facilities exceed the then effective Revolving Credit Commitment, or (ii) the Outstanding Credit Facilities minus amounts outstanding under the Term Loan, if any, exceed time the sum of the Availability for Revolving Credit Loans plus the Letter of Credit Obligations, or (iii) the Revolving Credit Loans exceed the Availability for Revolving Credit Loans, or (iv) the Obligations exceed any of the other borrowing limitations set forth in this Agreement, in each case the Borrower shall immediately pay to the Agent for the ratable benefit of the Banks a mandatory prepayment outstanding principal amount of the Revolving Credit Loans in an amount equal to such excess and/or Borrower shall immediately provide Cash Collateral for the Letter of Credit Obligations to the extent required to eliminate such excess. Any Cash Collateral deposited with the Agent for the ratable benefit of the Banks in accordance with the terms of this Section 2.08 shall be credited, for purposes of the calculation of Availability for Revolving Credit Loans under Section 2.01 hereof, against the outstanding Letter of Credit Obligations subject to Section 2.08(e) hereof. (e) In the event Eurodollar Loans are outstanding at the time of any mandatory prepayment under this Section 2.08 hereof, such mandatory prepayment shall be applied first to reduce any Prime Rate Loans outstanding to zero. Any remaining mandatory prepayment amount shall be deemed to be Cash Collateral and shall be deposited by Agent in a segregated account to be applied to the Eurodollar Loans. The Cash Collateral in such segregated account shall represent a reduction of the Eurodollar Loans then outstanding and such amount shall be credited against Revolving Credit Loans for purposes of calculating Availability for Revolving Credit Loans. Agent shall hold such amounts in such segregated account and use it to pay the Eurodollar Loans as such loans mature. If the amounts in the segregated account are sufficient to pay (at maturity) the then outstanding Eurodollar Loans, any remaining mandatory prepayment shall then be applied to Letter of Credit Obligations in accordance with Section 2.08(d) hereof. (f) Borrower may, without premium or penalty, reduce the Revolving Credit Commitment to an amount not less than the sum of the aggregate unpaid principal amount of all Revolving Credit Loans, the Term Loan and the Letter of Credit Obligations then outstanding. Each such reduction (i) shall be in an amount which is an integral multiple of One Million Dollars ($1,000,000)exceed the Revolving Commitment, (ii) the Company shall be made providing not less than ten (10) Banking Days written notice to Agent, which notice shall state immediately notify the amount of Lender thereof and prepay the payment to be made and shall conform Revolving Loans to the amount of the Revolving Credit Commitment after giving effect extent necessary to eliminate such payment, (iii) shall reduce, on a permanent basis, the Revolving Credit Commitment by an amount equal to the amount of such reduction, and (iv) shall be irrevocable. Except as otherwise provided in Section 2.01(b) hereof, once reduced the Revolving Credit Commitment may not be increased. Borrower may reduce the Revolving Credit Commitment to Zero Dollars ($0) provided the Revolving Credit Termination Date occurs simultaneously therewithexcess. (g) Any prepayments of the Term Loan pursuant hereto shall be applied to reduce scheduled principal payments required under Section 2.07(b) hereof, on a pro-rata basis among the scheduled principal payments remaining to be made.

Optional and Mandatory Prepayments. (a) Borrower Loans may prepay without premium or penalty a Prime Rate Loan, be prepaid at the option of the Company as provided in whole or in part, with accrued interest to the date of such prepayment on the amount prepaid, provided that, each partial prepayment shall be in a principal amount of not less than One Hundred Thousand Dollars ($100,000) (each such payment, a “Prime Rate Optional Prepayment”)Section 3.11. (b) Borrower may prepay without premium or penalty but subject If the Company receives any Net Cash Proceeds from any of the following events, the Company shall apply such Net Cash Proceeds at the following times and in the following amounts first, to the provisions prepayment of outstanding Loans, and second, to the payment or cash collateralization of outstanding Letter of Credit Obligations (any such application, a "Proceeds Application"): (1) Within five Business Days following the receipt by the Company of any Net Cash Proceeds from any sale or other disposition of property or assets by the Company or a Subsidiary (other than (A) sales of assets permitted by Section 13.03 hereof a Eurodollar Loan6.04, in whole or in part, with accrued interest to and (B) the first $1,000,000 of Net Cash Proceeds from such asset sales received after the date of this Agreement), the Company shall make a Proceeds Application in an amount equal to 100% of such prepayment Net Cash Proceeds; (2) Within five Business Days following the receipt by the Company of any Net Cash Proceeds from the issuance of any debt securities of the kind described in clause (a) or (c) of the definition of Indebtedness (other than Indebtedness evidenced by the Note), the Company shall make a Proceeds Application in an amount equal to 100% of all such Net Cash Proceeds; (3) Within five Business Days following the receipt by the Company of any Net Cash Proceeds from the issuance of any equity securities of the Company or a Subsidiary, the Company shall make a Proceeds Application in an amount equal to 100% of all such Net Cash Proceeds; (4) Within five Business Days following the receipt by the Company of any Net Cash Proceeds of insurance resulting from an event of loss or casualty with respect to any property, or of a condemnation award resulting from any condemnation or taking by a Governmental Authority, to the extent that such Net Cash Proceeds are not reinvested by the Company, the Company shall make a Proceeds Application in an amount equal to 100% of all such Net Cash Proceeds. Notwithstanding the foregoing, the total payment obligation of the Company pursuant to this Section 2.03(b) shall not at any time exceed the sum of the aggregate principal balance of and accrued interest on the amount paid, provided that, each partial prepayment shall be in a principal amount all outstanding Loans plus cash collateralization of not less than One Million Five Hundred Thousand Dollars ($1,500,000) (each all outstanding Letter of Credit Obligations at such payment, a “Eurodollar Optional Prepayment”, and together with each Prime Rate Optional Prepayment, collectively, an “Optional Prepayment”)time. (c) During the term of this Agreement, Borrower shall make mandatory prepayments (i) in an amount equal to the net proceeds received in any Fiscal Year in excess of Fifteen Million Dollars ($15,000,000) in the aggregate, from the sale (other than a sale in the ordinary course of business) of all or any part of the assets of the Borrower or any Restricted Subsidiary; (ii) in an amount equal to the net proceeds received by Borrower or any Restricted Subsidiary from the sale or issuance of any debt instrument, and (iii) in an amount equal to the net proceeds received by Borrower or any Restricted Subsidiary under any insurance policy, to the extent that, in the case of property and casualty insurance, such proceeds are not used by Borrower or such Restricted Subsidiary to repair or replace the property which was the subject of such insurance claim, with a reasonable period of time but in no event later than six (6) months from the date such proceeds are received by the Borrower or such Subsidiary, unless Borrower or such Subsidiary has taken action to effect such repair or replacement, as determined by the Agent in good faith, or unless otherwise agreed to by the Agent. With respect to prepayments received by the Agent for the ratable benefit of Banks under this Section 2.08(c), such prepayments shall be applied first, to the then outstanding Revolving Credit Loans, second, to the repayment of the Term Loan if it remains outstanding, and third, at the discretion of Agent, to be held as Cash Collateral to secure Letter of Credit Obligations. (d) To the extent that, If at any given time, (i) the Outstanding Credit Facilities exceed the then effective Revolving Credit Commitment, or (ii) the Outstanding Credit Facilities minus amounts outstanding under the Term Loan, if any, exceed time the sum of the Availability for Revolving Credit Loans plus the Letter of Credit Obligations, or (iii) the Revolving Credit Loans exceed the Availability for Revolving Credit Loans, or (iv) the Obligations exceed any of the other borrowing limitations set forth in this Agreement, in each case the Borrower shall immediately pay to the Agent for the ratable benefit of the Banks a mandatory prepayment outstanding principal amount of the Revolving Credit Loans in an amount equal to such excess and/or Borrower shall immediately provide Cash Collateral for the Letter of Credit Obligations to the extent required to eliminate such excess. Any Cash Collateral deposited with the Agent for the ratable benefit of the Banks in accordance with the terms of this Section 2.08 shall be credited, for purposes of the calculation of Availability for Revolving Credit Loans under Section 2.01 hereof, against the outstanding Letter of Credit Obligations subject to Section 2.08(e) hereof. (e) In the event Eurodollar Loans are outstanding at the time of any mandatory prepayment under this Section 2.08 hereof, such mandatory prepayment shall be applied first to reduce any Prime Rate Loans outstanding to zero. Any remaining mandatory prepayment amount shall be deemed to be Cash Collateral and shall be deposited by Agent in a segregated account to be applied to the Eurodollar Loans. The Cash Collateral in such segregated account shall represent a reduction of the Eurodollar Loans then outstanding and such amount shall be credited against Revolving Credit Loans for purposes of calculating Availability for Revolving Credit Loans. Agent shall hold such amounts in such segregated account and use it to pay the Eurodollar Loans as such loans mature. If the amounts in the segregated account are sufficient to pay (at maturity) the then outstanding Eurodollar Loans, any remaining mandatory prepayment shall then be applied to Letter of Credit Obligations in accordance with Section 2.08(d) hereof. (f) Borrower may, without premium or penalty, reduce the Revolving Credit Commitment to an amount not less than the sum of the aggregate unpaid principal amount of all Revolving Credit Loans, the Term Loan and the Letter of Credit Obligations then outstanding. Each such reduction (i) shall be in an amount which is an integral multiple of One Million Dollars ($1,000,000)exceed the Revolving Commitment, (ii) the Company shall be made providing not less than ten (10) Banking Days written notice to Agent, which notice shall state immediately notify the amount of Lender thereof and prepay the payment to be made and shall conform Revolving Loans to the amount of the Revolving Credit Commitment after giving effect extent necessary to eliminate such payment, (iii) shall reduce, on a permanent basis, the Revolving Credit Commitment by an amount equal to the amount of such reduction, and (iv) shall be irrevocable. Except as otherwise provided in Section 2.01(b) hereof, once reduced the Revolving Credit Commitment may not be increased. Borrower may reduce the Revolving Credit Commitment to Zero Dollars ($0) provided the Revolving Credit Termination Date occurs simultaneously therewithexcess. (g) Any prepayments of the Term Loan pursuant hereto shall be applied to reduce scheduled principal payments required under Section 2.07(b) hereof, on a pro-rata basis among the scheduled principal payments remaining to be made.