Common use of Optional and Mandatory Prepayments Clause in Contracts

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 the Revolving Credit Loans, in whole or in part, without premium or penalty, upon at least four Business Days' 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 notice the Administrative Agent shall promptly notify each Lender thereof. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein. Partial prepayments shall be in an aggregate principal amount of $1,000,000 or a whole multiple thereof. (b) If on any date (including any date on which a certificate of a Responsible Officer of the Borrower is delivered pursuant to subsection 7.2(b)) the sum of the Aggregate Outstanding Revolving Credit Extensions of Credit then outstanding exceeds the lesser of (i) the then aggregate Revolving Credit Commitments or (ii) the then applicable Incurrence Limitation, then, without notice or demand, the Borrower shall, no later than 15 days following such date, prepay the Revolving Credit Loans in an amount equal to such excess. The Borrower may, subject to the terms and conditions of this Agreement, reborrow the amount of any prepayment made under subsection 4.1(c). (c) The application of any prepayment pursuant to subsections 4.1(b) shall be made first to Alternate Base Rate Loans and second to Eurodollar Loans. Each prepayment of the Loans under subsections 4.1(b) (other than Alternate Base Rate Loans) shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid.

Optional and Mandatory Prepayments. (a) The Each 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 the Revolving Credit Loans, in whole or in part, without premium or penaltymay, upon at least four one Business Days' irrevocable Day's notice to the Administrative AgentOperations Agent (which notice shall not thereafter be revocable by such Borrower), specifying prepay any Loans in whole at any time, or from time to time in part in an aggregate principal amount not less than $1,000,000 and in whole multiples of $100,000 in excess thereof, by paying the principal amount to be prepaid together with accrued interest thereon to the date and amount of prepayment. Each such optional prepayment and whether shall be applied to prepay ratably the prepayment is Loans of Eurodollar Loans, Alternate Base Rate Loans or a combination thereof, and, if of a combination thereof, the amount allocable to each. several Banks included in such Borrowing. (b) Upon receipt of any such a notice of prepayment pursuant to clause (a), the Administrative Operations Agent shall promptly notify each Lender thereof. Bank of the contents thereof and of such Bank's ratable share of such prepayment. (c) If at any time while any Loan is outstanding to a Borrower the amount of such notice is givenBorrower's Debt exceeds the Maximum Amount for such Borrower, such Borrower immediately shall prepay such Loans made to such Borrower in full, or if prepayment of a portion of such Loans would cause the Borrower's Debt to no longer exceed the Borrower's Maximum Amount, the Borrower shall immediately prepay that portion of the outstanding principal amount specified such Loans (together, in such notice shall be due and payable on each case, with accrued interest thereon). (d) If at any time (i) the date specified therein. Partial prepayments shall be in an aggregate principal amount of $1,000,000 or a whole multiple thereof. (b) If on any date (including any date on which a certificate of a Responsible Officer of all Loans outstanding to the Borrower is delivered pursuant to subsection 7.2(b)) the sum of the Aggregate Outstanding Revolving Credit Extensions of Credit then outstanding Borrowers exceeds the lesser of (i) the then aggregate Revolving Credit Commitments Commitment Amounts or (ii) the then applicable Incurrence Limitation, then, without notice or demandaggregate principal amount of all Loans made by any Bank exceeds the Commitment Amount of such Bank, the Borrower shall, no later than 15 days following Borrowers shall immediately prepay such date, prepay the Revolving Credit Loans in an principal amount equal to such excess. The Borrower may, subject to the terms and conditions of this Agreement, reborrow the amount of any prepayment made under subsection 4.1(c). (c) The application of any prepayment pursuant to subsections 4.1(b) shall be made first to Alternate Base Rate Loans and second to Eurodollar Loans. Each prepayment of the Loans under subsections 4.1(b) (other than Alternate Base Rate Loans) shall be accompanied by together with accrued interest thereon), as may be necessary to the date of eliminate such prepayment on the amount prepaidexcess.

Optional and Mandatory Prepayments. (a) The Borrower may on the last day of any Interest Period with respect thereto, Subject in the case of Eurodollar Loansany Group of Loans that are Term Benchmark Loans to ‎Section 2.21, or at any time and from time to time, in the case of Alternate Base Rate Loans, prepay the Revolving Credit Loans, in whole or in part, without premium or penaltyBorrower may, upon at least four one Business Days' irrevocable ’ notice to the Administrative Agent, specifying the date and amount prepay any Group of prepayment and whether the prepayment is of Eurodollar Loans, Alternate Loans that are Base Rate Loans or a combination thereofupon at least three Business Days’ notice to the Administrative Agent, andprepay any Group of Loans that are Term Benchmark Loans, in each case in whole at any time, or from time to time in part, in amounts aggregating $5,000,000 or any larger multiple of $1,000,000 (or in either case, if of a combination thereofless, the aggregate outstanding amount allocable of the applicable Group of Loans), by paying the principal amount to eachbe prepaid together with accrued interest thereon to the date of prepayment; provided that no Tranche B Loan may be prepaid unless, prior to or simultaneously with such prepayment, all Tranche A Loans and unreimbursed LC Disbursements are repaid or reimbursed, as applicable, in full. Each such optional prepayment shall be applied to prepay ratably the Loans of the several Lenders included in such Group. (b) If at any date the Total Outstanding Amount exceeds the Maximum Facility Availability calculated as of such date, then not later than the next succeeding Business Day, the Borrower shall be required to prepay the Tranche A Loans (or, if no Tranche A Loans are outstanding, deposit cash in a Cash Collateral Account to cash collateralize LC Exposures) in an amount equal to such excess until the Total Outstanding Amount, net of the amount of cash collateral deposited in the Cash Collateral Account, does not exceed the Maximum Facility Availability (or, if there are no Total Tranche A Outstanding Amounts at such time, prepay the Tranche B Loans in an amount equal to such excess until the Total Outstanding Amount does not exceed the Maximum Facility Availability). (c) Upon receipt of any such a notice of prepayment pursuant to this Section, the Administrative Agent shall promptly notify each applicable Lender thereof. If any of the contents thereof and of such notice is given, the amount specified in Lender’s ratable share (if any) of such prepayment and such notice shall not thereafter be due and payable on revocable by the date specified therein. Partial prepayments shall be in an aggregate principal amount of $1,000,000 or a whole multiple thereofBorrower. (b) If on any date (including any date on which a certificate of a Responsible Officer of the Borrower is delivered pursuant to subsection 7.2(b)) the sum of the Aggregate Outstanding Revolving Credit Extensions of Credit then outstanding exceeds the lesser of (i) the then aggregate Revolving Credit Commitments or (ii) the then applicable Incurrence Limitation, then, without notice or demand, the Borrower shall, no later than 15 days following such date, prepay the Revolving Credit Loans in an amount equal to such excess. The Borrower may, subject to the terms and conditions of this Agreement, reborrow the amount of any prepayment made under subsection 4.1(c). (c) The application of any prepayment pursuant to subsections 4.1(b) shall be made first to Alternate Base Rate Loans and second to Eurodollar Loans. Each prepayment of the Loans under subsections 4.1(b) (other than Alternate Base Rate Loans) shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid.

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, time prepay the Revolving Credit LoansLoans made to it, in whole or in part, without premium or penalty, upon at least four three Business Days' in the case of Eurodollar Loans, or same day Business Day's in the case of ABR Loans (including Swing Line Loans), irrevocable notice to the Administrative Agent, specifying whether the prepayment is (i) of Revolving Credit Loans, Term Loans or Swing Line Loans, or a combination thereof, and in each case if a combination thereof, the amount allocable to each, (ii) the date and amount of prepayment of such Loan(s) and (iii) whether the prepayment is of Eurodollar Loans, Alternate Base Rate ABR Loans or a combination thereof, and, if of a combination thereof, the amount allocable to each. Upon receipt of any such notice the Administrative Agent shall promptly notify each affected Lender 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 4.14 and, in the case of prepayments of the Term Loans only, accrued interest to such date on the amount prepaid. Partial optional prepayments of the Term Loans shall be applied to the remaining installments of principal thereof ratably based on the remaining amounts thereof. Partial voluntary prepayments shall be in an aggregate principal amount of $1,000,000 500,000 or a whole multiple of $500,000 in excess thereof. (b) If on at any date (including any date on which a certificate of a Responsible Officer of the Borrower is delivered pursuant to subsection 7.2(b)) time the sum of the Aggregate Outstanding Revolving Credit Extensions of Credit then outstanding Loans, the Swing Line Loans and the L/C Obligations exceeds the lesser of (i) the then aggregate Revolving Credit Commitments or (ii) the then applicable Incurrence Limitation, then, without notice or demandCommitments, the Borrower shallshall make a payment in the amount of such excess which payment shall be applied FIRST, no later than 15 days following such dateto the payment of the Swing Line Loans then outstanding, prepay SECOND, to the payment of any Revolving Credit Loans in an amount equal then outstanding, THIRD, to such excess. The Borrower maypayment of any Reimbursement Obligations then outstanding and LAST, subject to cash collateralize any outstanding Letters of Credit on terms reasonably satisfactory to the terms and conditions of this Agreement, reborrow the amount of any prepayment made under subsection 4.1(c). (c) Required Lenders. The application of any prepayment pursuant prepayments of Loans referred to subsections 4.1(b) in the preceding sentence shall be made first to Alternate Base Rate ABR Loans and second to Eurodollar Loans. Each . (c) If, subsequent to the Closing Date, the Borrower or any of its Subsidiaries shall receive Net Proceeds from any asset sale or other disposition (including as a result of condemnation or casualty) permitted by subsection 8.6(b), then 100% of such Net Proceeds shall, on the first Business Day after receipt thereof, be applied toward the prepayment of the Term Loans under subsections 4.1(b) (other than Alternate Base Rate Loansand, after all Term Loans have been repaid, to the permanent reduction of the Revolving Credit Commitments by an amount equal thereto and, to the extent required by subsection 4.4(b), to the payment of Loans and cash collateralization of Letters of Credit as set forth therein; PROVIDED that such Net Proceeds shall not be required to be so applied to the extent the Borrower delivers to the Agent a certificate that it intends to use such Net Proceeds to acquire fixed or capital assets for the Borrower or any of its Subsidiaries within 330 days of receipt of such Net Proceeds, it being expressly agreed that any Net Proceeds not so reinvested shall be applied to prepay the Loans and permanently reduce the Commitments on the date 330 days after the receipt thereof; and PROVIDED FURTHER that such Net Proceeds shall not be required to be so applied until such Net Proceeds not applied hereunder exceed $2,500,000 in the aggregate, at which time all of such unapplied Net Proceeds shall be applied as set forth herein. Any Net Proceeds applied toward the prepayment of the Term Loans pursuant to this subsection 4.4(c) shall be accompanied by applied ratably to the remaining installments outstanding of principal thereof. (d) In the event of a Change of Control, not later than five days thereafter, (A) the Revolving Credit Commitments shall be terminated, (B) the Borrower shall prepay in full all Loans then outstanding together with interest accrued interest to the date of such prepayment and any amounts payable under subsection 4.14, (C) the Borrower shall repay any Reimbursement Obligations then outstanding and (D) the Borrower shall cash collateralize any outstanding L/C Obligations on terms reasonably satisfactory to the amount prepaidRequired Lenders.

Optional and Mandatory Prepayments. (a) The TheAny 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, time prepay the outstanding Revolving Credit Loans or Swingline Loans, in whole or in part, without premium or penaltypenalty (other than any amounts payable pursuant to subsection 3.11 if such prepayment is of LIBOR Loans and is made on a day other than the last day of the Interest Period with respect thereto), (i) upon at least four Business Days' ’ irrevocable notice to the Administrative AgentAgent in the case of Revolving Credit Loans and (ii) in the case of Swingline Loans, irrevocable notice to the Administrative Agent by 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 Eurodollar LIBOR Loans, Alternate Base Rate Loans or ABR Loans, a combination thereof, and, if of a combination thereof, the amount allocable to each, or of Swingline Loans. 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 by the relevant 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 a whole an integral multiple of $100,000 in excess thereof. (bi) If on If, at any date (including time during the Commitment Period, for any date on which a certificate of a Responsible Officer of the Borrower is delivered pursuant to subsection 7.2(b)) the sum of reason the Aggregate Outstanding Revolving Credit Extensions Outstandings of Credit then outstanding exceeds all Lenders exceed the lesser of (i) the then aggregate Aggregate Revolving Credit Commitments or (ii) then in effect, the then applicable Incurrence Limitation, thenBorrowers shall, without notice or demand, the Borrower shall, no later than 15 days following such date, immediately prepay the Revolving Credit Loans in an amount equal to such excess. The Borrower may, subject to the terms and conditions of this Agreement, reborrow that equals or exceeds the amount of any prepayment made under such excess (or, in the case of L/C Obligations after all Loans have been prepaid, cash collateralize such L/C Obligations in accordance with the provisions of subsection 4.1(c4.8). (cii) The application If, at the end of any prepayment pursuant to subsections 4.1(bmonth during the Commitment Period, for any reason either (A) shall be made first to Alternate Base Rate the Aggregate Multicurrency Outstandings exceed 105% of the Aggregate Multicurrency Commitments or, (B) the Aggregate Swingline Outstandings exceed the aggregate Swingline Commitment or (C) the L/C Obligations exceed the L/C Commitment, the Borrowers shall, without notice or demand, immediately prepay the Multicurrency Loans and second to Eurodollar Loans. and/or the Swingline Loans and/or cash collateralize the L/C Obligations in accordance with the provisions of subsection 4.8, as the case may be, in amounts such that any such excess is eliminated. (iii) Each prepayment of the Loans under subsections 4.1(b) (other than Alternate Base Rate Loanspursuant to this subsection 3.1(b) shall be accompanied by accrued interest to the date of any amounts payable under subsection 3.11 in connection with such prepayment on the amount prepaidprepayment.

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, time prepay the Revolving Credit Loans or Term Loans, in whole or in part, without premium or penalty, upon at least four three Business Days' ’ irrevocable notice to the Administrative AgentAgent (in the case of Eurodollar Loans) and at least one Business Day’s irrevocable notice to the Administrative Agent (in the case of ABR Loans), specifying the date and amount of prepayment and whether the prepayment is (i) of Revolving Credit Loans or Term A Loans or Term C Loans and (ii) of Eurodollar Loans, Alternate Base Rate ABR Loans or a combination thereof, and, in each case if of a combination thereof, the amount allocable to each. Upon the receipt of any such notice the Administrative Agent shall promptly notify each Lender thereof. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein. Partial prepayments of the Loans shall be in an aggregate principal amount of $1,000,000 2,500,000 or a whole multiple of $1,000,000 in excess thereof. (b) If on If, at any date (including time during the Revolving Credit Commitment Period, for any date on which a certificate of a Responsible Officer of the Borrower is delivered pursuant to subsection 7.2(b)) the sum of reason the Aggregate Outstanding Revolving Credit Extensions Outstanding of Credit then outstanding all Lenders exceeds the lesser of (i) the then aggregate Aggregate Revolving Credit Commitments then in effect, or (ii) the Aggregate Revolving Credit Outstanding of any Lender exceeds the Revolving Credit Commitment of such Lender then applicable Incurrence Limitationin effect, thenthe Borrower shall, without notice or demand, the Borrower shall, no later than 15 days following such date, immediately prepay the Revolving Credit Loans in an aggregate principal amount equal at least sufficient to eliminate any such excess. The Borrower may, subject to the terms and conditions of this Agreement, reborrow the amount of any prepayment made under subsection 4.1(c). (c) The application If any (i) Preferred Stock (other than Preferred Stock of the Borrower issued in connection with the formation or acquisition of a joint venture so long as such Preferred Stock does not mature or provide for redemption prior to the latest termination date of any prepayment pursuant to subsections 4.1(bClass of Term Loans then outstanding and does not provide for the payment of any dividends) or (ii) Indebtedness (excluding any Indebtedness permitted in accordance with subsection 8.2 (other than the amount of any Refinancing Indebtedness in respect of the Existing Notes or any Refinancing Indebtedness in respect thereof in excess of the applicable Existing Note Payoff Amount) as such subsection is in effect as of the Effective Date) shall be made first issued or incurred by the Borrower or any of its Subsidiaries, an amount equal to Alternate Base Rate 100% of the Net Cash Proceeds thereof shall be applied on the date of such issuance or incurrence to prepay the Term Loans in accordance with subsection 4.8(a). This subsection 4.4(c) shall not affect any rights and second remedies that the Administrative Agent or the Lenders may otherwise have under Section 9. (d) If on any date the Borrower or any of its Subsidiaries shall receive Net Cash Proceeds from any Asset Sale or Recovery Event, then, unless a Reinvestment Notice shall be delivered in respect thereof, 100% of such Net Cash Proceeds shall be applied on such date, to Eurodollar Loansprepay the Term Loans in accordance with subsection 4.8(a); provided that, notwithstanding the foregoing, (i) the aggregate Net Cash Proceeds of Asset Sales that may be excluded from the foregoing requirement pursuant to a Reinvestment Notice shall not exceed $2,000,000 in any fiscal year of the Borrower and (ii) on each Reinvestment Prepayment Date, an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied to prepay the Term Loans in accordance with subsection 4.8(a). (e) If Capital Stock (other than Preferred Stock) shall be issued by the Borrower, an amount equal to 50% of the Net Cash Proceeds thereof shall be applied on the date of such issuance to prepay the Term Loans in accordance with subsection 4.8(a), such 50% reducing to zero if the ratio of Consolidated Indebtedness to Consolidated EBITDA as most recently determined in accordance with subsection 7.2(b) (or 7.2(b) of the Existing Credit Agreement, if applicable) is less than 2.50 to 1.0. This subsection 4.4(e) shall not affect any rights and remedies that the Administrative Agent or the Lenders may otherwise have under Section 9. (i) If any amount is received by the Borrower or any of its Subsidiaries from Royal Numico or its Affiliates in connection with the Rexall Purchase Agreement (other than any amount representing a purchase price adjustment) or as a direct or indirect result of any breach of any term or provision of the Rexall Purchase Agreement or otherwise in respect of any claim by the Borrower or any of its Subsidiaries arising out of the Rexall Acquisition (other than to the extent relating to indemnification or reimbursements of amounts paid or to be paid by the Borrower or any of its Subsidiaries to Persons other than the Borrower or any of its Subsidiaries), an amount equal to 100% of the Net Cash Proceeds thereof shall be applied on the date of such payment to prepay the Term Loans in accordance with subsection 4.8(a). (ii) If any amount is received by the Borrower or any of its Subsidiaries from Wyeth or its Affiliates in connection with the Solgar Purchase Agreement (other than any amount representing a purchase price adjustment) or as a direct or indirect result of any breach of any term or provision of the Solgar Purchase Agreement or otherwise in respect of any claim by the Borrower or any of its Subsidiaries arising out of the Solgar Acquisition (other than to the extent relating to indemnification or reimbursements of amounts paid or to be paid by the Borrower or any of its Subsidiaries to Persons other than the Borrower or any of its Subsidiaries), an amount equal to 100% of the Net Cash Proceeds thereof shall be applied on the date of such payment to prepay the Term Loans in accordance with subsection 4.8(a). (g) Within 90 days after the end of each fiscal year of the Borrower, 50% of the Borrower’s Excess Cash Flow shall be applied to prepay the Term Loans in accordance with subsection 4.8(a), such 50% reducing to zero if the ratio of Consolidated Indebtedness to Consolidated EBITDA as most recently determined in accordance with subsection 7.2(b) is less than 2.50 to 1.0. (h) Amounts prepaid on account of Term Loans may not be reborrowed. (i) Each prepayment of the Loans under subsections 4.1(b) (other than Alternate Base Rate Loans) pursuant to this subsection 4.4 shall be accompanied by accrued and unpaid interest on the amount prepaid to the date of prepayment and any amounts payable under subsection 4.11 or 4.15 in connection with such prepayment on prepayment. (j) The Revolving Credit Loans shall be prepaid and the Letters of Credit shall be cash collateralized or replaced to the extent such Extensions of Credit at any time exceed the amount prepaidof the Revolving Credit Commitments.

Optional and Mandatory Prepayments. (a) The Borrower may on the last day of any Interest Period with respect thereto, Subject in the case of Eurodollar Loansany Group of Loans that are EurodollarTerm Benchmark Loans to Section 2.21, or at any time and from time to time, in the case of Alternate Base Rate Loans, prepay the Revolving Credit Loans, in whole or in part, without premium or penaltyBorrower may, upon at least four one Business Days' irrevocable ’ notice to the Administrative Agent, specifying the date and amount prepay any Group of prepayment and whether the prepayment is of Eurodollar Loans, Alternate Loans that are Base Rate Loans or a combination thereofupon at least three Business Days’ notice to the Administrative Agent, andprepay any Group of Loans that are EurodollarTerm Benchmark Loans, in each case in whole at any time, or from time to time in part, in amounts aggregating $5,000,000 or any larger multiple of $1,000,000 (or in either case, if of a combination thereofless, the aggregate outstanding amount allocable of the applicable Group of Loans), by paying the principal amount to eachbe prepaid together with accrued interest thereon to the date of prepayment; provided that no Tranche B Loan may be prepaid unless, prior to or simultaneously with such prepayment, all Tranche A Loans and unreimbursed LC Disbursements are repaid or reimbursed, as applicable, in full. Each such optional prepayment shall be applied to prepay ratably the Loans of the several Lenders included in such Group. (b) If at any date the Total Outstanding Amount exceeds the Maximum Facility Availability calculated as of such date, then not later than the next succeeding Business Day, the Borrower shall be required to prepay the Tranche A Loans (or, if no Tranche A Loans are outstanding, deposit cash in a Cash Collateral Account to cash collateralize LC Exposures) in an amount equal to such excess until the Total Outstanding Amount, net of the amount of cash collateral deposited in the Cash Collateral Account, does not exceed the Maximum Facility Availability (or, if there are no Total Tranche A Outstanding Amounts at such time, prepay the Tranche B Loans in an amount equal to such excess until the Total Outstanding Amount does not exceed the Maximum Facility Availability). (c) Upon receipt of any such a notice of prepayment pursuant to this Section, the Administrative Agent shall promptly notify each applicable Lender thereof. If any of the contents thereof and of such notice is given, the amount specified in Lender’s ratable share (if any) of such prepayment and such notice shall not thereafter be due and payable on revocable by the date specified therein. Partial prepayments shall be in an aggregate principal amount of $1,000,000 or a whole multiple thereofBorrower. (b) If on any date (including any date on which a certificate of a Responsible Officer of the Borrower is delivered pursuant to subsection 7.2(b)) the sum of the Aggregate Outstanding Revolving Credit Extensions of Credit then outstanding exceeds the lesser of (i) the then aggregate Revolving Credit Commitments or (ii) the then applicable Incurrence Limitation, then, without notice or demand, the Borrower shall, no later than 15 days following such date, prepay the Revolving Credit Loans in an amount equal to such excess. The Borrower may, subject to the terms and conditions of this Agreement, reborrow the amount of any prepayment made under subsection 4.1(c). (c) The application of any prepayment pursuant to subsections 4.1(b) shall be made first to Alternate Base Rate Loans and second to Eurodollar Loans. Each prepayment of the Loans under subsections 4.1(b) (other than Alternate Base Rate Loans) shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid.

Optional and Mandatory Prepayments. (a) The Each 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, time prepay the Revolving Credit LoansLoans made by the Lenders to such Borrower, in whole or in part, without premium or penalty, upon at least four Business Days' irrevocable notice delivered by the Borrower Representative to the Administrative AgentAgent no later than 11:00 A.M., specifying New York City time, three Business Days prior thereto, in the case of Eurodollar Loans, and no later than 11:00 A.M., New York City time, on the requested prepayment date, in the case of ABR Loans, which notice shall specify the date and amount of prepayment prepayment, the name of the applicable Borrower and whether the prepayment is of Eurodollar Loans, Alternate Base Rate Loans or ABR Loans; provided, that if a combination thereofEurodollar Loan is prepaid on any day other than the last day of the Interest Period applicable thereto, and, if of a combination thereof, the amount allocable such Borrower shall also pay any amounts owing pursuant to eachSection 2.14. 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 (except in the case of Loans that are ABR Loans) accrued interest to such date on the amount prepaid. Partial prepayments of ABR Loans and Eurodollar Loans for all Borrowers shall be in an aggregate principal amount of $1,000,000 5,000,000 or a whole multiple of $1,000,000 in excess thereof (or, in the case of ABR Loans, the entire principal amount thereof). (b) If If, on any date (including any date on which a certificate of a Responsible Officer of the Borrower is delivered pursuant to subsection 7.2(b)) the sum of the Aggregate Outstanding Revolving Credit Extensions of Credit then outstanding exceeds the lesser of (i) the then aggregate Revolving Credit Commitments or (ii) the then applicable Incurrence Limitation, then, without notice or demanddate, the aggregate Secured L/C Obligations of any Borrower shall, no later than 15 days following exceed the Borrowing Base of such Borrower on such date, prepay such Borrower (or the Revolving Credit Loans Borrower Representative) shall within one Business Day of such date pay or deliver to the Custodian, to be held in accordance with the Security Agreement and the applicable Collateral Account Control Agreement, an amount of cash and/or Eligible Securities sufficient to cause the Borrowing Base of such Borrower to be at least equal to the aggregate Secured L/C Obligations of such excess. The Borrower may, subject to the terms and conditions of this Agreement, reborrow the amount of any prepayment made under subsection 4.1(c)Borrower. (c) The application If, on any date, the Total Extensions of Credit outstanding on such date exceed 102% of the Total Commitments in effect on such date, the Borrowers shall, upon demand by the Administrative Agent, promptly (but in any event, within three Business Days of the date of the Company’s receipt of such demand from the Administrative Agent) prepay any then outstanding Loans and/or cash collateralize to the satisfaction of the Administrative Agent any then outstanding Letters of Credit in an aggregate principal and/or face amount such that, after giving effect thereto and treating such cash collateralized Letters of Credit as being not then outstanding, the Total Extensions of Credit do not exceed the Total Commitments. Any prepayment of a Eurodollar Loan pursuant to subsections 4.1(b) shall be made first to Alternate Base Rate Loans and second to Eurodollar Loans. Each prepayment of the Loans under subsections 4.1(b) (other than Alternate Base Rate Loansthis Section 2.5(c) shall be accompanied by interest accrued interest and unpaid to the date of such prepayment on the amount prepaidprincipal so prepaid and, if such prepayment is made on a day other than the last day of an Interest Period applicable to such Eurodollar Loan, the applicable Borrower shall also pay any amounts owing pursuant to Section 2.14.

Optional and Mandatory Prepayments. (a) The Borrower may on will have the last day of any Interest Period with respect thereto, in the case of Eurodollar Loans, or right at any time and from time to time, in the case of Alternate Base Rate Loans, prepay the Revolving Credit Loans, any Borrowing in whole or in partpart (as directed by the Borrower), without premium or penalty, upon at least four Business Days' irrevocable notice subject to the Administrative Agent, specifying requirements of this Section 2.09 (a) provided that no Tranche B Borrowing may be prepaid under this Section in whole or in part prior to the date and amount which falls on the first anniversary of the Effective Date. Each partial 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. Partial prepayments Borrowing shall be in an aggregate principal amount of $1,000,000 or a whole multiple thereof.that would be permitted under Section 2.02 (b) If on any date (including any date on which for a certificate Borrowing of the same Interest Type, except as needed to apply fully the required amount of a Responsible Officer mandatory prepayment or to repay in full the outstanding Loans of the Borrower is delivered pursuant to subsection 7.2(b)) the sum of the Aggregate Outstanding Revolving Credit Extensions of Credit then outstanding exceeds the lesser of (i) the then aggregate Revolving Credit Commitments or (ii) the then applicable Incurrence Limitation, then, without notice or demand, the Borrower shall, no later than 15 days following such date, prepay the Revolving Credit Loans in an amount equal to such excess. The Borrower may, subject to the terms and conditions of this Agreement, reborrow the amount of any prepayment made under subsection 4.1(c). (c) The application of any prepayment pursuant to subsections 4.1(b) shall be made first to Alternate Base Rate Loans and second to Eurodollar Loansa Class. Each prepayment of the Loans under subsections 4.1(b) (other than Alternate Base Rate Loans) shall be accompanied by accrued interest to the date extent required by Section 2.11 and any prepayment fee required by Section 2.10(b). (b) If at any time the aggregate outstanding principal amount of Tranche A Loans exceeds the Borrowing Base, the Borrower shall prepay Tranche A Term Borrowings in an amount equal to such excess. (c) Within five Business Days after any Net Proceeds are received by or on behalf of the Borrower or any Subsidiary in respect of any Prepayment Event described in clause (a) of the definition of "Prepayment Event", the Borrower shall prepay Borrowings in an aggregate amount equal to such Net Proceeds; provided that, if the Borrower shall deliver to the Administrative Agent a certificate of a Financial Officer to the effect that (i) the Borrower and its Subsidiaries intend to apply the Net Proceeds from such event (or a portion thereof specified in such certificate), within 180 days after receipt of such Net Proceeds, to pay the cost of Telecommunication Assets to be used in the business of the Borrower or any Subsidiary Guarantor, (ii) the Telecommunications Assets so acquired will be included in the Collateral at least to the extent that the property affected by such Prepayment Event was included therein and (iii) no Default has occurred and is continuing, then no prepayment on will be required pursuant to this subsection in respect of such Net Proceeds (or the portion of such Net Proceeds specified in such certificate, if applicable) except that, if any such Net Proceeds have not been so applied by the end of such 180-day period, a prepayment will be required at that time in an amount equal to the amount prepaidof such Net Proceeds that have not been so applied. However, the Borrower will not be entitled to make elections pursuant to the immediately preceding proviso with respect to Net Proceeds aggregating more than $3,000,000 in any Fiscal Year. (d) Within five Business Days after any Net Proceeds are received by or on behalf of the Borrower or any Subsidiary in respect of any Prepayment Event

Optional and Mandatory Prepayments. (a) The Borrower may on may, upon at least one (1) Business Day’s prior written notice to the Operations Agent (which notice shall not thereafter be revocable by the Borrower), prepay any Loans in whole at any time, or from time to time in part in an aggregate principal amount not less than $2,000,000 and in larger whole multiples of $500,000, by paying the principal amount to be prepaid together with accrued interest thereon to the date of prepayment plus, to the extent any LIBOR Rate Loan is prepaid prior to the last day of any the Interest Period with respect relating thereto, those amounts required by Section 8.04. Each such optional prepayment on the Loans shall be applied to prepay ratably the Loans of the several Banks included in the case of Eurodollar Loans, or at any time and from time to time, in the case of Alternate Base Rate Loans, prepay the Revolving Credit Loans, in whole or in part, without premium or penalty, upon at least four Business Days' 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. such Borrowing. (b) Upon receipt of any such a notice of prepayment pursuant to clause (a), the Administrative Operations Agent shall promptly notify each Lender thereof. Bank of the contents thereof and of such Bank’s ratable share of such prepayment, if any. (c) If at any such notice is given, time the amount specified in such notice shall be due and payable on the date specified therein. Partial prepayments shall be in an aggregate principal amount of $1,000,000 or the Borrower’s outstanding Debt exceeds the Maximum Permitted Borrowing, the Borrower immediately shall prepay such principal amount of the Loans, if any are outstanding (together with accrued interest thereon), as may be necessary so that after such prepayment the aggregate principal amount of the Borrower’s outstanding Debt does not exceed the Maximum Permitted Borrowing, plus, to the extent any LIBOR Rate Loan is prepaid prior to the last day of the Interest Period relating thereto, those amounts required by Section 8.04. All such payments made under this Section 2.12(c) shall be treated as a whole multiple thereofprepayment and shall be applied to the Loans in the manner set forth in Section 2.12(a) hereof. (bd) If on at any date (including any date on which a certificate of a Responsible Officer of the Borrower is delivered pursuant to subsection 7.2(b)) the sum of the Aggregate Outstanding Revolving Credit Extensions of Credit then outstanding exceeds the lesser of time (i) the then aggregate Revolving Credit Commitments principal amount of all Loans outstanding exceeds the Aggregate Commitment Amount or (ii) the then applicable Incurrence Limitationaggregate principal amount of all Loans made by any Bank exceeds the Commitment Amount of such Bank, thenthe Borrower shall immediately prepay such principal amount of the Loans (together with accrued interest thereon), without notice or demandas may be necessary to eliminate such excess, plus, to the extent any LIBOR Rate Loan is prepaid prior to the last day of the Interest Period relating thereto, those amounts required by Section 8.04. (e) If at any time the aggregate principal amount of all Loans outstanding exceeds the Borrowing Base Amount, the Borrower shall, no later than 15 days following such datewithin five (5) Business Days, prepay such principal amount of the Revolving Credit Loans in an (together with accrued interest thereon), as may be necessary so that after such prepayment the aggregate principal amount equal to such excess. The Borrower mayof all Loans outstanding does not exceed the Borrowing Base Amount, subject plus, to the terms and conditions extent any LIBOR Rate Loan is prepaid prior to the last day of this Agreementthe Interest Period relating thereto, reborrow the amount of any prepayment those amounts required by Section 8.04. All such payments made under subsection 4.1(c). (c) The application of any prepayment pursuant to subsections 4.1(bthis Section 2.12(e) shall be made first treated as a prepayment and shall be applied to Alternate Base Rate Loans and second to Eurodollar Loans. Each prepayment of the Loans under subsections 4.1(bin the manner set forth in Section 2.12(a) (other than Alternate Base Rate Loans) shall be accompanied by accrued interest to the date of such prepayment on the amount prepaidhereof.

Optional and Mandatory Prepayments. (a) The Borrower Company 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, time prepay the Revolving Credit Loans, in whole or in part, without premium or penalty, upon at least four three Business Days' irrevocable notice to the Administrative AgentAgent (in the case of Eurodollar Loans) and at least one Business Day's irrevocable notice to the Administrative Agent (in the case of ABR Loans), specifying the date and amount of prepayment and whether the prepayment is (i) of Revolving Credit Loans and (ii) of Eurodollar Loans, Alternate Base Rate ABR Loans or a combination thereof, and, in each case if of a combination thereof, the amount allocable to each. Upon the receipt of any such notice the Administrative Agent shall promptly notify each Lender thereof. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein. Partial prepayments of the Loans shall be in an aggregate principal amount of $1,000,000 or a whole multiple of $1,000,000 in excess thereof. (b) The Company or the Foreign Subsidiary Borrower, as the case may be, may at any time and from time to time prepay, without premium or penalty, the Pounds Sterling Loans, in whole or in part, upon at least three Business Days' irrevocable notice to the Administrative Agent specifying the date and amount of prepayment. Upon the receipt of any such notice, the Administrative Agent shall promptly notify each Lender thereof. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein. Partial prepayments of Pounds Sterling Loans shall be in an aggregate principal amount of which the U.S. Dollar Equivalent is at least $1,000,000. (c) If, at any date (including time during the Revolving Credit Commitment Period, for any date on which a certificate of a Responsible Officer of the Borrower is delivered pursuant to subsection 7.2(b)) the sum of reason the Aggregate Outstanding Revolving Credit Extensions Outstanding of all Lenders exceed the Aggregate Revolving Credit Commitments then outstanding in effect, or the Aggregate Revolving Credit Outstanding of any Lender exceeds the lesser Revolving Credit Commitment of such Lender then in effect, (i) the then aggregate Revolving Credit Commitments or (ii) the then applicable Incurrence Limitation, thenCompany shall, without notice or demand, the Borrower shall, no later than 15 days following such date, immediately prepay the Revolving Credit Loans and/or (ii) the Company or the Foreign Subsidiary Borrower shall, without notice or demand, immediately prepay the Pounds Sterling Loans, in an aggregate principal amount equal at least sufficient to eliminate any such excess. The Borrower mayNotwithstanding the foregoing, subject mandatory prepayments of Revolving Credit Loans or Pounds Sterling Loans that would otherwise be required pursuant to this subsection 5.4(c) solely as a result of currency fluctuations from time to time shall only be required to be made pursuant to this subsection 5.4 on the terms and conditions last Business Day of this Agreement, reborrow each month on the amount basis of any prepayment made under subsection 4.1(c)the U.S. Dollar Equivalent in effect on such Business Day. (cd) The application of any prepayment pursuant to subsections 4.1(b) shall be made first to Alternate Base Rate Loans and second to Eurodollar Loans. Each prepayment of the Loans under subsections 4.1(b) (other than Alternate Base Rate Loans) pursuant to this subsection 5.4 shall be accompanied by accrued and unpaid interest on the amount prepaid to the date of prepayment and any amounts payable under subsection 5.11 in connection with such prepayment on prepayment. (e) The Revolving Credit Loans shall be prepaid and the Letters of Credit shall be cash collateralized or replaced to the extent such extensions of credit exceed the amount prepaidof the Revolving Credit Facility.

Optional and Mandatory Prepayments. (a) The Subject to Section 2.16, the Borrower may on the last day of any Interest Period with respect theretomay, in the case of Eurodollar Loans, or at any time and from time to time, in the case of Alternate Base Rate Loans, time prepay the Revolving Credit Loans, in whole or in part, without premium or penalty, upon at least four three Business Days' (in the case of Eurodollar Loans) or two Business Days' (otherwise) 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 2.16, accrued interest to such date on the amount prepaid and any outstanding fees and expenses then due and owing. Partial prepayments and optional prepayments of the Loans shall be applied to the Loans but shall not reduce the Commitments unless the Borrower so specifies in its written notice to the Agent. Partial prepayments shall be in an aggregate principal amount of $1,000,000 or a whole multiple of $100,000 in excess thereof. (b) If on The Borrower shall concurrently with the receipt of any date Net Debt Proceeds by the Borrower or any Subsidiary (including other than any date on which a certificate of a Responsible Officer Indebtedness permitted under Section 6.2), pay to the Agent for the benefit of the Borrower is delivered pursuant to subsection 7.2(b)) the sum of the Aggregate Outstanding Revolving Credit Extensions of Credit then outstanding exceeds the lesser of (i) the then aggregate Revolving Credit Commitments or (ii) the then applicable Incurrence Limitation, then, without notice or demand, the Borrower shall, no later than 15 days following such date, prepay the Revolving Credit Loans in Lenders an amount equal to such excess. The Borrower mayNet Debt Proceeds, subject which prepayment shall be applied to the terms and conditions of this Agreement, reborrow Loans (with a concomitant reduction in the amount of any prepayment made under subsection 4.1(cCommitments). (c) The application If at any time (i) the aggregate outstanding principal amount of the Loans madeby any Lender exceeds the lesser of (w) such Lender's Commitment and (x) such Lender's Commitment Percentage of the Borrowing Base; or (ii) the outstanding aggregate principal amount of the Loans made by all Lenders exceeds the lesser of (y) the Commitments and (z) the Borrowing Base; then the Borrower, will promptly and, in any event, within one Business Day, make a mandatory prepayment pursuant of the Loans to subsections 4.1(bthe Agent for the benefit of the Lenders in an aggregate amount equal to such excess. (d) shall be made first to Alternate Base Rate Loans and second to Eurodollar Loans. Each prepayment of the Loans under subsections 4.1(b) (other than Alternate Base Rate Loans) pursuant to this Section 2.6 shall be accompanied by payment in full of all accrued interest thereon, to and including the date of such prepayment on the amount prepaidprepayment, together with any additional amounts owing pursuant to Section 2.16 and any outstanding fees and expenses due and owing.

Optional and Mandatory Prepayments. (a) The Borrower may on the last day of any Interest Period with respect thereto, Subject in the case of any Group of Loans that are Eurodollar LoansLoans to ‎Section 2.21, or at any time and from time to time, in the case of Alternate Base Rate Loans, prepay the Revolving Credit Loans, in whole or in part, without premium or penaltyBorrower may, upon at least four one Business Days' irrevocable ’ notice to the Administrative Agent, specifying the date and amount prepay any Group of prepayment and whether the prepayment is of Eurodollar Loans, Alternate Loans that are Base Rate Loans or a combination thereofupon at least three Business Days’ notice to the Administrative Agent, andprepay any Group of Loans that are Eurodollar Loans, in each case in whole at any time, or from time to time in part, in amounts aggregating $5,000,000 or any larger multiple of $1,000,000 (or in either case, if of a combination thereofless, the aggregate outstanding amount allocable of the applicable Group of Loans), by paying the principal amount to eachbe prepaid together with accrued interest thereon to the date of prepayment; provided that no Tranche B Loan may be prepaid unless, prior to or simultaneously with such prepayment, all Tranche A Loans are repaid in full and all outstanding LC Exposure has been cash collateralized. Each such optional prepayment shall be applied to prepay ratably the Loans of the several Lenders included in such Group. (b) If at any date the Total Outstanding Amount exceeds the Maximum Facility Availability calculated as of such date, then not later than the next succeeding Business Day, the Borrower shall be required to prepay the Tranche A Loans (or, if no Tranche A Loans are outstanding, deposit cash in a Cash Collateral Account to cash collateralize LC Exposures) in an amount equal to such excess until the Total Outstanding Amount, net of the amount of cash collateral deposited in the Cash Collateral Account, does not exceed the Maximum Facility Availability (or, if there are no Total Tranche A Outstanding Amounts at such time, prepay the Tranche B Loans in an amount equal to such excess until the Total Outstanding Amount does not exceed the Maximum Facility Availability). (c) Upon receipt of any such a notice of prepayment pursuant to this Section, the Administrative Agent shall promptly notify each applicable Lender thereof. If any of the contents thereof and of such notice is given, the amount specified in Lender’s ratable share (if any) of such prepayment and such notice shall not thereafter be due and payable on revocable by the date specified therein. Partial prepayments shall be in an aggregate principal amount of $1,000,000 or a whole multiple thereofBorrower. (b) If on any date (including any date on which a certificate of a Responsible Officer of the Borrower is delivered pursuant to subsection 7.2(b)) the sum of the Aggregate Outstanding Revolving Credit Extensions of Credit then outstanding exceeds the lesser of (i) the then aggregate Revolving Credit Commitments or (ii) the then applicable Incurrence Limitation, then, without notice or demand, the Borrower shall, no later than 15 days following such date, prepay the Revolving Credit Loans in an amount equal to such excess. The Borrower may, subject to the terms and conditions of this Agreement, reborrow the amount of any prepayment made under subsection 4.1(c). (c) The application of any prepayment pursuant to subsections 4.1(b) shall be made first to Alternate Base Rate Loans and second to Eurodollar Loans. Each prepayment of the Loans under subsections 4.1(b) (other than Alternate Base Rate Loans) shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid.

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, time prepay the outstanding Revolving Credit Loans or Swingline Loans, in whole or in part, without premium or penaltypenalty (other than any amounts payable pursuant to subsection 3.11 if such prepayment is of LIBOR Loans and is made on a day other than the last day of the Interest Period with respect thereto), (i) upon at least four Business Days' irrevocable notice to the Administrative AgentAgent in the case of Revolving Credit Loans and (ii) in the case of Swingline Loans, irrevocable notice to the Administrative Agent by 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 Eurodollar LIBOR Loans, Alternate Base Rate Loans or ABR Loans, a combination thereof, and, if of a combination thereof, the amount allocable to each, or of Swingline Loans. 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 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 a whole an integral multiple of $100,000 in excess thereof. (bi) If on If, at any date (including time during the Commitment Period, for any date on which a certificate of a Responsible Officer of the Borrower is delivered pursuant to subsection 7.2(b)) the sum of reason the Aggregate Outstanding Revolving Credit Extensions Outstandings of Credit then outstanding exceeds all Lenders exceed the lesser of (i) the then aggregate Aggregate Revolving Credit Commitments or (ii) then in effect, the then applicable Incurrence Limitation, thenBorrower shall, without notice or demand, the Borrower shall, no later than 15 days following such date, immediately prepay the Revolving Credit Loans in an amount equal to such excess. The Borrower may, subject to the terms and conditions of this Agreement, reborrow that equals or exceeds the amount of any prepayment made under subsection 4.1(c)such excess. (cii) The application If, at any time during the Commitment Period, for any reason either the Aggregate Multicurrency Outstandings exceed the Aggregate Multicurrency Commitments, the Aggregate Swingline Outstandings exceeds the Aggregate Swingline Commitment or the L/C Obligations exceed the L/C Commitment, 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 the provisions of subsection 4.8, as the case may be, in amounts such that any prepayment pursuant to subsections 4.1(bsuch excess is eliminated. (iii) shall be made first to Alternate Base Rate Loans and second to Eurodollar Loans. Each prepayment of the Loans under subsections 4.1(b) (other than Alternate Base Rate Loanspursuant to this subsection 3.1(b) shall be accompanied by accrued interest to the date of any amounts payable under subsection 3.11 in connection with such prepayment on the amount prepaidprepayment.

Optional and Mandatory Prepayments. (a) The Borrower may on may, upon at least one (1) Business Day’s prior written notice to the Operations Agent (which notice shall not thereafter be revocable by the Borrower), prepay any Loans in whole at any time, or from time to time in part in an aggregate principal amount not less than $2,000,000 and in larger whole multiples of $500,000, by paying the principal amount to be prepaid together with accrued interest thereon to the date of prepayment plus, to the extent any LIBOR Rate Loan is prepaid prior to the last day of any the Interest Period with respect relating thereto, those amounts required by Section 8.04. Each such optional prepayment shall be applied to prepay ratably the Loans of the several Banks included in the case of Eurodollar Loans, or at any time and from time to time, in the case of Alternate Base Rate Loans, prepay the Revolving Credit Loans, in whole or in part, without premium or penalty, upon at least four Business Days' 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. such Borrowing. (b) Upon receipt of any such a notice of prepayment pursuant to clause (a), the Administrative Operations Agent shall promptly notify each Lender thereof. Bank of the contents thereof and of such Bank’s ratable share of such prepayment, if any. (c) If at any such notice is given, time the amount specified in such notice shall be due and payable on the date specified therein. Partial prepayments shall be in an aggregate principal amount of $1,000,000 or a whole multiple thereofthe Borrower’s outstanding Debt exceeds the Maximum Permitted Borrowing, the Borrower immediately shall prepay such principal amount of the Loans, if any are outstanding (together with accrued interest thereon), as may be necessary so that after such prepayment the aggregate principal amount of the Borrower’s outstanding Debt does not exceed the Maximum Permitted Borrowing, plus, to the extent any LIBOR Rate Loan is prepaid prior to the last day of the Interest Period relating thereto, those amounts required by Section 8.04. (bd) If on at any date (including any date on which a certificate of a Responsible Officer of the Borrower is delivered pursuant to subsection 7.2(b)) the sum of the Aggregate Outstanding Revolving Credit Extensions of Credit then outstanding exceeds the lesser of time (i) the then aggregate Revolving Credit Commitments principal amount of all Loans outstanding exceeds the Aggregate Commitment Amount or (ii) the then applicable Incurrence Limitationaggregate principal amount of all Loans made by any Bank exceeds the Commitment Amount of such Bank, thenthe Borrower shall immediately prepay such principal amount of the Loans (together with accrued interest thereon), without notice or demandas may be necessary to eliminate such excess, plus, to the extent any LIBOR Rate Loan is prepaid prior to the last day of the Interest Period relating thereto, those amounts required by Section 8.04. (e) If at any time the aggregate principal amount of all Loans outstanding exceeds the Borrowing Base Amount, the Borrower shall, no later than 15 days following such datewithin five (5) Business Days, prepay the Revolving Credit Loans in an such principal amount equal to such excess. The Borrower may, subject to the terms and conditions of this Agreement, reborrow the amount of any prepayment made under subsection 4.1(c). (c) The application of any prepayment pursuant to subsections 4.1(b) shall be made first to Alternate Base Rate Loans and second to Eurodollar Loans. Each prepayment of the Loans under subsections 4.1(b) (other than Alternate Base Rate Loans) shall be accompanied by together with accrued interest thereon), as may be necessary so that after such prepayment the aggregate principal amount of all Loans outstanding does not exceed the Borrowing Base Amount, plus, to the date extent any LIBOR Rate Loan is prepaid prior to the last day of such prepayment on the amount prepaidInterest Period relating thereto, those amounts required by Section 8.04.

Optional and Mandatory Prepayments. (a) The Borrower may on Subject to the last day provisions of any Interest Period with respect theretothis Section 8, in the case of Eurodollar LoansCompany may, or at any time and from time to timeits option, in the case of Alternate Base Rate Loansupon notice as provided below, prepay all or any part of the Revolving Credit Loans, in whole or in part, without premium or penalty, Notes on a pro-rata basis (based upon at least four Business Days' 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 notice the Administrative Agent shall promptly notify each Lender thereof. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein. Partial prepayments shall be in an aggregate principal amount of $1,000,000 or a whole multiple thereof. the Notes outstanding at the time of prepayment); provided that the Company agrees to prepay at least fifty percent (b50%) If on any date (including any date on which a certificate of a Responsible Officer of the Borrower is delivered pursuant to subsection 7.2(b)) the sum original principal amount of the Aggregate Outstanding Revolving Credit Extensions Notes within twelve (12) months after the Closing Date. Any prepayment of Credit then outstanding exceeds the lesser of (i) the then aggregate Revolving Credit Commitments or (ii) the then applicable Incurrence Limitation, then, without notice or demand, the Borrower shall, no later than 15 days following such date, prepay the Revolving Credit Loans in an amount equal to such excess. The Borrower may, subject to the terms and conditions of this Agreement, reborrow the amount of any prepayment made under subsection 4.1(c). (c) The application of any prepayment pursuant to subsections 4.1(b) Notes shall be made first at a price equal to Alternate Base Rate Loans and second to Eurodollar Loans. Each prepayment 110% of the Loans under subsections 4.1(b) (other than Alternate Base Rate Loans) shall be accompanied by principal amount so prepaid, plus accrued interest to the date of prepayment. The prepayment may be made in cash or (no more often than once in each period of twenty (20) consecutive days during which securities are normally traded on the Principal Market (a "TRADING DAY")) by issuance of a number of shares of Common Stock determined by dividing the prepayment amount by the average of the Closing Bid Prices (as defined in the Certificate of Designations) of the Common Stock for the twenty (20) consecutive Trading Days immediately preceding the date of the Company's notice of prepayment described below in subsection 8(c). Notwithstanding the foregoing, the Company must prepay the Notes in cash (to the extent such prepayment is required) if (i) any event constituting an Event of Default, or an event that with the passage of time would constitute an Event of Default if not cured, has occurred and is continuing on the date of the Company's notice of prepayment as provided in Section 8(c) below or on the date of prepayment, unless otherwise consented to in writing by the holder of the Notes entitled to receive such prepayment, or (b) the Registration Statement (as defined below) has not been declared effective by the Securities and Exchange Commission (the "SEC") on or before the date of prepayment. To the extent the Company elects or is required to prepay the Notes as provided in this Section 8(b), the Company shall also redeem a proportional amount prepaidof Preferred Shares (based upon the Stated Value (as defined in the Certificate of Designations) of the Preferred Shares outstanding relative to the principal amount of the Notes outstanding) as required pursuant to Section 16 of the Certificate of Designations. If the average of the Closing Bid Prices of the Common Stock used to determine the number of shares of Common Stock required to prepay the Notes with respect to any prepayment effected by the Company at its option is more than the average of the Closing Bid Prices of the Common Stock for the twenty (20) consecutive Trading Days immediately following the prepayment date, the Company shall pay to the recipient of such shares, on or prior to the date that is twenty-five (25) Trading Days after the prepayment date, an amount in cash equal to the product of the per share difference between such average prices and the number of shares issued as consideration for repayment of that portion of the Notes being redeemed and sold during such twenty (20) Trading Day period immediately following the prepayment date.

Optional and Mandatory Prepayments. (a) The Borrower may on Borrowers shall ---------------------------------- have the last day of any Interest Period with respect thereto, in the case of Eurodollar Loans, or right to prepay Loans at any time and or from time to time, in ; provided that -------- the case Borrowers shall give the Bank at least one (1) Business Day's prior notice of Alternate Base Rate each such prepayment of any Loans, prepay the . Each optional partial prepayment of Revolving Credit Loans, in whole or in part, without premium or penalty, upon at least four Business Days' 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 notice the Administrative Agent shall promptly notify each Lender thereof. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein. Partial prepayments shall be in an the aggregate principal amount of $1,000,000 100,000 or a whole an integral multiple thereof and each optional partial prepayment of the Term Loan shall be in the aggregate principal amount of $250,000 or an integral multiple thereof. (b) If on at any date (including any date on which a certificate of a Responsible Officer time the aggregate outstanding principal amount of the Borrower is delivered pursuant to subsection 7.2(b)) Revolving Credit Loans exceeds the sum amount of the Aggregate Outstanding Revolving Credit Extensions of Credit then outstanding exceeds the lesser of Borrowing Base (i) as reflected in the then aggregate Revolving Credit Commitments or (ii) most recent Borrowing Base Report delivered to the then applicable Incurrence Limitation, then, without notice or demandBank), the Borrower Borrowers shall, no later than 15 days following within five (5) Business Days after the delivery of the Borrowing Base Report which shows that such dateexcess exists, prepay the Revolving Credit Loans in an amount equal to the extent of such excess. The Borrower may, subject to the terms and conditions of this Agreement, reborrow the amount of any prepayment made under subsection 4.1(c). (c) The application of Borrowers shall prepay the Term Loan in an amount equal to the Net Cash Proceeds from any prepayment pursuant Disposition and in an amount equal to subsections 4.1(b) shall be made first to Alternate Base Rate Loans and second to Eurodollar Loans. Each prepayment of the Loans under subsections 4.1(b) (other than Alternate Base Rate Loans) shall be accompanied by accrued interest to aggregate cash payments from any Insurance Recovery, in each case, on the date of such prepayment on receipt thereof by any Borrower or any of its Subsidiaries. (d) If at any time the aggregate outstanding principal amount of the Revolving Credit Loans exceeds the amount prepaidof the Revolving Credit Commitment, the Borrowers shall immediately prepay the Revolving Credit Loans to the extent of such excess. (e) All prepayments of the Term Loan shall be applied to installments thereof in the inverse order of the maturity of such installments.

Optional and Mandatory Prepayments. (a) The Subject to Section 2.15, the Borrower may on the last day of any Interest Period with respect theretomay, in the case of Eurodollar Loans, or at any time and from time to time, in the case of Alternate Base Rate Loans, prepay the Revolving Credit Loans, in whole or in part, without premium or penalty, upon at least four Business three Working Days' irrevocable notice (in the case of Eurodollar Loans) and one Business Day's irrevocable notice (in the case of Base Rate Loans) from the Borrower to the Administrative Agent, 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 from the Administrative Borrower, the Agent shall promptly notify each the 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, together with accrued interest to such date on the amount prepaid and any amounts payable pursuant to Section 2.15 in connection with such prepayment. Partial prepayments shall be in an aggregate principal amount of $1,000,000 or a whole multiple thereofthereof and may only be made, if after giving effect thereto, Section 2.07 shall not have been contravened. (b) If on If, at any date (including any date on which a certificate of a Responsible Officer of the Borrower is delivered pursuant time and from time to subsection 7.2(b)) the sum of the Aggregate Outstanding Revolving Credit Extensions of Credit then outstanding exceeds the lesser of time, either (i) the then aggregate Revolving Credit Commitments Asset Coverage Ratio of the Borrower shall be less than 300%, or (ii) the aggregate amount of Loans made to the Borrower then applicable Incurrence Limitationoutstanding exceeds the borrowing limits provided in the 1940 Act, the Borrower's Prospectus or the Registration Statement, then, without notice or demandwithin four Business Days thereafter, the Borrower shall, no later than 15 days following such date, prepay the Revolving Credit shall repay Loans in an amount equal to such excess. The Borrower may, subject made to the terms and conditions Borrower to the extent necessary to ensure that (x) the Asset Coverage Ratio of this Agreement, reborrow the Borrower after such payment is less than 300% or (y) the aggregate amount of any prepayment Loans made under subsection 4.1(c)to the Borrower then outstanding does not after such payments exceed such limits as set forth in the 1940 Act, the Borrower's Prospectus or Registration Statement, as the case may be. (c) The application Notwithstanding anything to the contrary in this Agreement, on the Termination Date all Revolving Loans outstanding shall mature and be payable in full, and the Commitments of any prepayment pursuant to subsections 4.1(b) the Lenders shall be made first reduced to Alternate Base Rate Loans and second to Eurodollar Loans. Each prepayment of the Loans under subsections 4.1(b) (other than Alternate Base Rate Loans) shall be accompanied by accrued interest to the date of such prepayment on the amount prepaidzero.

Optional and Mandatory Prepayments. (a) The Borrower may on Subject to Section ------------------------------------- 3.02, the last day of any Interest Period with respect theretoCompany may, in the case of Eurodollar Loans, or at any time and or from time to time by irrevocable notice to the Agent, not later than 11:00 a.m. (Houston time) (i) one Business Day prior to a prepayment of any CD Loan, in (ii) three Business Days prior to a prepayment of any Offshore Loan, or (iii) on the case Business Day of Alternate a prepayment of any Base Rate LoansLoan, ratably prepay the Revolving Credit Loans, Loans in whole or in part, without premium in minimum amounts of $5,000,000 or penalty, upon at least four Business Days' irrevocable any multiple of $1,000,000 in excess thereof. Such notice to the Administrative Agent, specifying of prepayment shall specify the date and amount of prepayment and such prepayment, whether the prepayment is of Eurodollar Loans to be prepaid are Revolving Loans or Swingline Loans, Alternate Base Rate the Type(s) of any Loans to be prepaid and the specific Borrowing or a combination thereofBorrowings pursuant to which such Loans were made. The Agent will promptly notify each Bank, andin the case of the prepayment of Revolving Loans, if or the Swingline Bank, in the case of a combination thereofthe prepayment of Swingline Loans, the amount allocable to each. Upon of its receipt of any such notice the Administrative Agent shall promptly notify each Lender thereofnotice, and of such Bank's Commitment Percentage of such prepayment, as applicable. If any such notice is givengiven by the Company, the Company shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Partial prepayments shall be in an aggregate principal , together with accrued interest to each such date on the amount of $1,000,000 or a whole multiple thereofprepaid. (b) If on Immediately upon the occurrence of any Specified Transaction or at any time prior to the date (including any that is 180 days after the date on which a certificate of a Responsible Officer consummation of such Specified Transaction, the Borrower is delivered pursuant to subsection 7.2(b)) Agent shall at the sum of request of, and may with the Aggregate Outstanding Revolving Credit Extensions of Credit then outstanding exceeds consent of, the lesser of Majority Banks, in their sole and absolute discretion, (i) by notice to the then aggregate Revolving Credit Commitments or Company pursuant to Section 10.02, declare the outstanding principal amount of all Loans, together with accrued interest, amounts payable pursuant to Section 3.02 and all other amounts outstanding hereunder, to be immediately due and payable, whereupon such amounts shall immediately be paid by the Company, and (ii) the then applicable Incurrence Limitation, then, without by notice or demand, the Borrower shall, no later than 15 days following such date, prepay the Revolving Credit Loans in an amount equal to such excess. The Borrower may, subject to the terms and conditions Company pursuant to Section 10.02, declare the obligation of this Agreementeach Bank to make Loans, reborrow including the amount obligation of any prepayment made under subsection 4.1(c)the Swingline Bank to make Swingline Loans, be terminated, whereupon such obligations shall be terminated immediately. (c) The application On the date of any prepayment increase in the total Commitments pursuant to subsections 4.1(bSection 2.06, the Company shall prepay all Revolving Loans outstanding on such date, together with accrued interest thereon and amounts payable pursuant to Section 3.02; provided, however, that, notwithstanding the foregoing sentence, -------- if after giving effect to such an increase in the total Commitments there are no new Banks hereunder and the Commitment Percentage of each Bank is unchanged from its Commitment Percentage immediately prior to such increase, then the Company shall not be required to prepay any Revolving Loans and related amounts outstanding on such date. (d) Any mandatory prepayment under subsection (b) or (c) of this Section shall be made first to Alternate Base Rate Loans and second to Eurodollar Loans. Each prepayment by the Company without presentment, demand, protest or other notice of any kind, except as provided in subsection (b), all of which are expressly waived by the Loans under subsections 4.1(b) (other than Alternate Base Rate Loans) shall be accompanied by accrued interest to the date of such prepayment on the amount prepaidCompany.

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, time prepay the Revolving Credit Loans, in whole or in part, without premium or penalty, upon at least four three (3) Business Days' ’ irrevocable notice to the Administrative AgentAgent (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, Alternate Base Rate Prime Loans or a combination thereof, and, in each case if of a combination thereof, the amount allocable to each. Upon the receipt of any such notice the Administrative Agent shall promptly notify each Lender thereof. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein. Partial prepayments of the Loans shall be in an aggregate principal amount of $1,000,000 500,000 or a whole multiple of $100,000 in excess thereof. (b) If on any date (including any date on which a certificate of a Responsible Officer Amounts to be applied in connection with prepayments made pursuant to this Section shall be applied to the prepayment of the Borrower is delivered pursuant to Term Loans in accordance with subsection 7.2(b4.8(a)(ii). (c) If, at any time during the sum of Revolving Credit Commitment Period, for any reason the Aggregate Outstanding Revolving Credit Extensions Outstanding of Credit then outstanding all the Revolving Lenders exceeds the lesser of (i) the then aggregate Aggregate Revolving Credit Commitments then in effect, or (ii) the Aggregate Revolving Credit Outstanding of any Lender exceeds the Revolving Credit Commitment of such Lender then applicable Incurrence Limitationin effect, thenthe Borrower shall, without notice or demand, the Borrower shall, no later than 15 days following such date, immediately prepay the Revolving Credit Loans and, to the extent required, cash collateralize Letters of Credit, in each case, in an aggregate amount at least sufficient to eliminate any such excess. (d) If any Loan Party receives any Extraordinary Receipts consisting of property or casualty insurance proceeds, Borrower shall repay the Loans in an amount equal to the amount of such excessExtraordinary 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 until the date of payment, such proceeds shall be 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 a result of a loss or casualty to a capital asset to be reinvested within one hundred eighty (180) days to repair or replace such assets with like assets, the Borrower shall deliver the insurance proceeds to the Administrative Agent to be applied to the Revolving Credit Loans and the Administrative Agent shall establish a reserve against available funds for borrowing purposes under the Revolving Credit Loans for such amount, until such time as such insurance proceeds have been re-borrowed or applied to other Obligations as set forth herein. The If the Borrower so elects to deliver such insurance proceeds to the Administrative Agent, the Borrower may, subject to the terms so long as no Event of Default shall have occurred and conditions of this Agreementbe 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 (180) days, the Borrower hereby authorizes the Administrative Agent and Lenders to make an advance of Revolving Credit Loans in the amount of any prepayment made under subsection 4.1(cthe remaining reserve to repay the Obligations in the manner set forth in the second sentence of this Section 4.4(e). (ce) The application of any prepayment pursuant to subsections 4.1(b) shall be made first to Alternate Base Rate Loans and second to Eurodollar Loans. Each prepayment of the Loans under subsections 4.1(b) (other than Alternate Base Rate Loans) pursuant to this subsection 4.4 shall be accompanied by accrued and unpaid interest on the amount prepaid to the date of prepayment and any amounts payable under subsection 4.11 or 4.15 in connection with such prepayment on the amount prepaidprepayment.

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, time prepay the Revolving Credit Loans, in whole or in part, without premium or penalty, upon at least four three (3) Business Days' ’ irrevocable notice to the Administrative AgentAgent (in the case of Eurodollar Loans) and at least one (1) Business Day’s irrevocable notice to the Administrative Agent (in the case of Base Rate Loans), specifying the date and amount of prepayment and whether the prepayment is of Eurodollar Loans, Alternate Base Rate Loans or a combination thereof, and, in each case if of a combination thereof, the amount allocable to each. Upon the receipt of any such notice the Administrative Agent shall promptly notify each Lender thereof. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein. Partial prepayments of the Loans shall be in an aggregate principal amount of $1,000,000 100,000 or a whole an integral multiple thereof. (b) If on any date (including any date on which a certificate of a Responsible Officer Amounts to be applied in connection with prepayments made pursuant to this Section shall be applied to the prepayment of the Borrower is delivered pursuant Term Loans in accordance with Section 3.8(a)(ii) and shall be made, first, to subsection 7.2(b)Base Rate Loans and, second, to Eurodollar Loans. (c) If, at any time during the sum of Revolving Credit Commitment Period, for any reason the Aggregate Outstanding Revolving Credit Extensions Outstanding of Credit then outstanding all the Revolving Lenders exceeds the lesser of (i) the then aggregate Aggregate Revolving Credit Commitments then in effect, or (ii) the Aggregate Revolving Credit Outstanding of any Lender exceeds the Revolving Credit Commitment of such Lender then applicable Incurrence Limitationin effect, thenthe Borrower shall, without notice or demand, the Borrower shall, no later than 15 days following such date, immediately prepay the Revolving Credit Loans, in an aggregate amount at least sufficient to eliminate any such excess. (d) On each date on which the Revolving Credit Loans exceed any borrowing limitations set forth herein, the Borrower shall repay or prepay such principal amount of the outstanding Revolving Credit Loans, if any (together with interest accrued thereon and any amount due under this Section 3.4), as may be necessary so that after such payment the Revolving Credit Loans do not exceed such borrowing limitations. Each such payment or prepayment shall be applied ratably to the Revolving Credit Loans of the Lenders outstanding on the date of payment or prepayment, first, to Base Rate Loans, and, next, to Eurodollar Loans. (e) Contemporaneously upon receipt of Net Cash Proceeds in excess of $500,000, unless a Default or Event of Default then exists (in which event, Section 3.8 shall be controlling), the Borrower shall pay to the Administrative Agent an amount equal to to: (i) the sum of (x) seventy-five percent (75%) of all Net Cash Proceeds in the aggregate in any Fiscal Year from the disposition of assets whether or not such excess. The Borrower mayassets are Collateral hereunder, subject other than Inventory Collateral and Sold Receivables, plus (y) seventy-five percent (75%) of the Net Cash Proceeds in the aggregate in any Fiscal Year from the disposition of Equipment Collateral, and Properties to the extent such Net Cash Proceeds are not used substantially simultaneously to replace such disposed Equipment Collateral and disposed Properties with new Equipment Collateral, or new Properties, as the case may be, and (ii) seventy-five percent (75%) of the Net Cash Proceeds from the incurrence of Indebtedness. Such payment shall be accompanied by a detailed calculation showing all deductions from gross proceeds in order to arrive at Net Cash Proceeds, as well as amounts used or reserved for the purchase of replacement Equipment Collateral, if applicable. All such payments from Net Cash Proceeds shall be applied, first, (A) pro rata, to either (1) prepay the Term Loans then outstanding, in prepayment of the principal installments thereof in inverse order of maturity, or (2) to deposit such amount into a bank account held by and pledged (as additional collateral for the Loans and any related interest rate swap obligations) to the Agent on behalf of the Term Lenders on terms and conditions of this Agreementdocumentation satisfactory to Agent and its counsel; and (B) next, reborrow as to any remainder, to the amount of any prepayment made under subsection 4.1(c)Revolving Credit Loans. (cf) The application of any prepayment pursuant to subsections 4.1(b) shall be made first to Alternate Base Rate Loans and second to Eurodollar Loans. Each prepayment of the Loans under subsections 4.1(b) (other than Alternate Base Rate Loans) pursuant to this Section 3.4 shall be accompanied by accrued and unpaid interest on the amount prepaid to the date of prepayment and any amounts payable under Section 3.11 or 3.15 in connection with such prepayment. (g) Each prepayment on of any Term Loan shall be subject to any Swap Termination Value for prepayments pursuant to a Swap Contract (if applicable). (h) Upon Borrower’s receipt of (i) each Contract Termination Payment (if any), Borrower shall comply with the prepayment or cash security provisions of Section 2.7; and (ii) each A-10 Contract Reimbursement Payment (if any), Borrower shall comply with the prepayment provisions of Section 2.3. (i) If the Borrower decides to proceed with a public offering of its stock and (1) raises $10,000,000 or more, and (2) after giving effect to the receipt of the net proceeds of such public offering Borrower’s Leverage Ratio is 2.0 or more, Borrower shall then promptly utilize an amount prepaidequal to 25% of Borrower’s Net Cash Proceeds from such offering to pay down the outstanding Revolving Credit Loans.