Common use of Optional and Mandatory Prepayments Clause in Contracts

Optional and Mandatory Prepayments. (a) Each Borrower may, upon at least one Business Day's notice to the Operations Agent (which notice shall not thereafter be revocable by such Borrower), 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 of prepayment. Each such optional prepayment shall be applied to prepay ratably the Loans of the several Banks included in such Borrowing. (b) Upon receipt of a notice of prepayment pursuant to clause (a), the Operations Agent shall promptly notify each 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 Borrower'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 such Loans (together, in each case, with accrued interest thereon). (d) If at any time (i) the aggregate principal amount of all Loans outstanding to the Borrowers exceeds the aggregate Commitment Amounts or (ii) the aggregate principal amount of all Loans made by any Bank exceeds the Commitment Amount of such Bank, the Borrowers shall immediately prepay such principal amount of the Loans (together with accrued interest thereon), as may be necessary to eliminate such excess.

Optional and Mandatory Prepayments. (a) Each The Borrower maymay 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 one four Business Day's Days' irrevocable notice to the Operations 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 (which shall promptly notify each Lender thereof. If any such notice is given, the amount specified in such notice shall not thereafter be revocable by such Borrower), prepay any Loans in whole at any time, or from time to time in part due and payable on the date specified therein. Partial prepayments shall be in an aggregate principal amount not less than of $1,000,000 and in or a whole multiples of $100,000 in excess multiple thereof, by paying the principal amount to be prepaid together with accrued interest thereon to the date of prepayment. Each such optional prepayment shall be applied to prepay ratably the Loans of the several Banks included in such Borrowing. (b) Upon receipt If on any date (including any date on which a certificate of a notice Responsible Officer of prepayment the Borrower is delivered pursuant to clause subsection 7.2(b)) the sum of the Aggregate Outstanding Revolving Credit Extensions of Credit then outstanding exceeds the lesser of (a)i) the then aggregate Revolving Credit Commitments or (ii) the then applicable Incurrence Limitation, then, without notice or demand, the Operations Agent shall promptly notify each Bank 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 contents thereof and amount of such Bank's ratable share of such prepaymentany prepayment made under subsection 4.1(c). (c) If at The application of any time while any Loan is outstanding prepayment pursuant to a Borrower the amount of such Borrower's Debt exceeds the Maximum Amount for such Borrower, such Borrower immediately subsections 4.1(b) shall prepay such be made first to Alternate Base Rate Loans made and second to such Borrower in full, or if Eurodollar Loans. Each 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 such Loans (together, in each case, with accrued interest thereon). (d) If at any time (i) the aggregate principal amount of all Loans outstanding to the Borrowers exceeds the aggregate Commitment Amounts or (ii) the aggregate principal amount of all Loans made by any Bank exceeds the Commitment Amount of such Bank, the Borrowers shall immediately prepay such principal amount of the Loans under subsections 4.1(b) (together with other than Alternate Base Rate Loans) shall be accompanied by accrued interest thereon), as may be necessary to eliminate the date of such excessprepayment on the amount prepaid.

Optional and Mandatory Prepayments. (a) Each Subject in the case of any Group of Loans that are Term Benchmark Loans to ‎Section 2.21, the Borrower may, upon at least one Business Day's Days’ notice to the Operations Agent (which notice shall not thereafter be revocable by such Borrower)Administrative Agent, prepay any Group of Loans that are Base Rate Loans or upon at least three Business Days’ notice to the Administrative Agent, prepay any Group of Loans that are Term Benchmark Loans, in each case in whole at any time, or from time to time in part part, in an aggregate principal amount not less than amounts aggregating $5,000,000 or any larger multiple of $1,000,000 and (or in whole multiples either case, if less, the aggregate outstanding amount of $100,000 in excess thereofthe applicable Group of Loans), by paying the principal amount to be 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 Banks Lenders included in such BorrowingGroup. (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 a notice of prepayment pursuant to clause (a)this Section, the Operations Administrative Agent shall promptly notify each Bank applicable Lender of the contents thereof and of such Bank's Lender’s ratable share (if any) of such prepayment. (c) If at any time while any Loan is outstanding to a Borrower the amount of prepayment and such Borrower's Debt exceeds the Maximum Amount for such Borrower, such Borrower immediately notice shall prepay such Loans made to such Borrower in full, or if prepayment of a portion of such Loans would cause not thereafter be revocable by 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 such Loans (together, in each case, with accrued interest thereon). (d) If at any time (i) the aggregate principal amount of all Loans outstanding to the Borrowers exceeds the aggregate Commitment Amounts or (ii) the aggregate principal amount of all Loans made by any Bank exceeds the Commitment Amount of such Bank, the Borrowers shall immediately prepay such principal amount of the Loans (together with accrued interest thereon), as may be necessary to eliminate such excess.

Optional and Mandatory Prepayments. (a) Each Subject to Section 2.15, the Borrower may, at any time and from time to time, prepay the Revolving Loans, in whole or in part, 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 Base Rate Loans) from the Borrower to the Operations Agent (which specifying the date and amount of prepayment and whether the prepayment is of Eurodollar Loans, 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 Borrower, the Agent shall promptly notify the Lender thereof. If any such notice is given, the amount specified in such notice shall not thereafter be revocable due and payable by the Borrower on the date specified therein, together with accrued interest to such Borrower), prepay date on the amount prepaid and any Loans amounts payable pursuant to Section 2.15 in whole at any time, or from time to time in part connection with such prepayment. Partial prepayments shall be in an aggregate principal amount not less than of $1,000,000 or a whole multiple thereof and in whole multiples of $100,000 in excess thereofmay only be made, by paying the principal amount to be prepaid together with accrued interest thereon to the date of prepayment. Each such optional prepayment if after giving effect thereto, Section 2.07 shall be applied to prepay ratably the Loans of the several Banks included in such Borrowingnot have been contravened. (b) Upon receipt of a notice of prepayment pursuant to clause (a)If, the Operations Agent shall promptly notify each 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 and from time to a Borrower the amount of such Borrower's Debt exceeds the Maximum Amount for such Borrowertime, 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 such Loans (together, in each case, with accrued interest thereon). (d) If at any time either (i) the aggregate principal amount Asset Coverage Ratio of all Loans outstanding to the Borrowers exceeds the aggregate Commitment Amounts Borrower shall be less than 300%, or (ii) the aggregate principal amount of all Loans made by any Bank to the Borrower then outstanding exceeds the Commitment Amount of such Bankborrowing limits provided in the 1940 Act, the Borrowers Borrower's Prospectus or the Registration Statement, then, within four Business Days thereafter, the Borrower shall immediately prepay repay Loans made to the Borrower to the extent necessary to ensure that (x) the Asset Coverage Ratio of the Borrower after such principal payment is less than 300% or (y) the aggregate amount of Loans made to the Loans (together with accrued interest thereon)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) Notwithstanding anything to the contrary in this Agreement, on the Termination Date all Revolving Loans outstanding shall mature and be necessary payable in full, and the Commitments of the Lenders shall be reduced to eliminate such excesszero.

Optional and Mandatory Prepayments. (a) Each The Borrower maymay at any time and from time to time prepay Revolving Credit Loans or Term Loans, in whole or in part, 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 ’s irrevocable notice to the Operations Administrative Agent (which 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, ABR Loans or a combination thereof, and, in each case if 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 not thereafter be revocable by such Borrower), prepay any due and payable on the date specified therein. Partial prepayments of the Loans in whole at any time, or from time to time in part shall be in an aggregate principal amount not less than of $2,500,000 or a whole multiple of $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 of prepayment. Each such optional prepayment shall be applied to prepay ratably the Loans of the several Banks included in such Borrowing. (b) Upon receipt If, at any time during the Revolving Credit Commitment Period, for any reason the Aggregate Revolving Credit Outstanding of a notice all Lenders exceeds the Aggregate Revolving Credit Commitments then in effect, or the Aggregate Revolving Credit Outstanding of prepayment pursuant to clause (a)any Lender exceeds the Revolving Credit Commitment of such Lender then in effect, the Operations Agent shall promptly notify each Bank of Borrower shall, without notice or demand, immediately prepay the contents thereof and of Revolving Credit Loans in an aggregate principal amount at least sufficient to eliminate any such Bank's ratable share of such prepaymentexcess. (c) If at any time while (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 Loan is Class of Term Loans then outstanding to a Borrower 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 Borrower's Debt exceeds subsection is in effect as of the Maximum Amount for such BorrowerEffective Date) shall be issued or incurred by the Borrower or any of its Subsidiaries, such Borrower immediately an amount equal to 100% of the Net Cash Proceeds thereof shall prepay such Loans made to such Borrower in full, or if prepayment of a portion be applied on the date of such issuance or incurrence to prepay the Term Loans would cause in accordance with subsection 4.8(a). This subsection 4.4(c) shall not affect any rights and remedies that the Borrower's Debt to no longer exceed Administrative Agent or the Borrower's Maximum Amount, the Borrower shall immediately prepay that portion of the outstanding principal amount such Loans (together, in each case, with accrued interest thereon)Lenders may otherwise have under Section 9. (d) If at on any time 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 prepay the Term Loans in accordance with subsection 4.8(a); provided that, notwithstanding the foregoing, (i) the aggregate principal amount Net Cash Proceeds of all Loans outstanding 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 Borrowers exceeds the aggregate Commitment Amounts or Borrower and (ii) on each Reinvestment Prepayment Date, an amount equal to the aggregate principal 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 all Loans made by any Bank exceeds the Commitment Amount Net Cash Proceeds thereof shall be applied on the date of such Bankissuance to prepay the Term Loans in accordance with subsection 4.8(a), such 50% reducing to zero if the Borrowers 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 immediately 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 principal 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 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. (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 of the Loans (together with accrued interest thereon), as may be necessary to eliminate such excessRevolving Credit Commitments.

Optional and Mandatory Prepayments. (a) Each Subject in the case of any Group of Loans that are Eurodollar Loans to ‎Section 2.21, the Borrower may, upon at least one Business Day's Days’ notice to the Operations Agent (which notice shall not thereafter be revocable by such Borrower)Administrative Agent, prepay any Group of Loans that are Base Rate Loans or upon at least three Business Days’ notice to the Administrative Agent, prepay any Group of Loans that are Eurodollar Loans, in each case in whole at any time, or from time to time in part part, in an aggregate principal amount not less than amounts aggregating $5,000,000 or any larger multiple of $1,000,000 and (or in whole multiples either case, if less, the aggregate outstanding amount of $100,000 in excess thereofthe applicable Group of Loans), by paying the principal amount to be 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 Banks Lenders included in such BorrowingGroup. (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 a notice of prepayment pursuant to clause (a)this Section, the Operations Administrative Agent shall promptly notify each Bank applicable Lender of the contents thereof and of such Bank's Lender’s ratable share (if any) of such prepayment. (c) If at any time while any Loan is outstanding to a Borrower the amount of prepayment and such Borrower's Debt exceeds the Maximum Amount for such Borrower, such Borrower immediately notice shall prepay such Loans made to such Borrower in full, or if prepayment of a portion of such Loans would cause not thereafter be revocable by 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 such Loans (together, in each case, with accrued interest thereon). (d) If at any time (i) the aggregate principal amount of all Loans outstanding to the Borrowers exceeds the aggregate Commitment Amounts or (ii) the aggregate principal amount of all Loans made by any Bank exceeds the Commitment Amount of such Bank, the Borrowers shall immediately prepay such principal amount of the Loans (together with accrued interest thereon), as may be necessary to eliminate such excess.

Optional and Mandatory Prepayments. (a) Each TheAny Borrower may, upon at least one Business Day's notice to the Operations Agent (which notice shall not thereafter be revocable by such Borrower), prepay any Loans in whole may at any time, or time and from time to time prepay outstanding Revolving Credit Loans or Swingline Loans, in part whole or in part, without premium or penalty (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 Agent 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 LIBOR Loans, ABR Loans, a combination thereof, 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 not less than the Dollar Equivalent of which is at least $5,000,000 or an integral multiple of $1,000,000 and in whole multiples 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, by paying the principal amount to be prepaid together with accrued interest thereon to the date of prepayment. Each such optional prepayment shall be applied to prepay ratably the Loans of the several Banks included in such Borrowing. (bi) Upon receipt of a notice of prepayment pursuant to clause (a)If, the Operations Agent shall promptly notify each Bank of the contents thereof and of such Bank's ratable share of such prepayment. (c) If at any time while during the Commitment Period, for any Loan is outstanding to a Borrower reason the Aggregate Revolving Credit Outstandings of all Lenders exceed the Aggregate Revolving Credit Commitments then in effect, the Borrowers shall, without notice or demand, immediately prepay the Loans in an amount that equals or exceeds the amount of such Borrower'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 such Loans excess (togetheror, in each casethe case of L/C Obligations after all Loans have been prepaid, cash collateralize such L/C Obligations in accordance with accrued interest thereonthe provisions of subsection 4.8). (dii) If If, at the end of any time month during the Commitment Period, for any reason either (iA) the aggregate principal amount Aggregate Multicurrency Outstandings exceed 105% of all Loans outstanding to the Borrowers exceeds Aggregate Multicurrency Commitments or, (B) the Aggregate Swingline Outstandings exceed the aggregate Swingline Commitment Amounts or (iiC) the aggregate principal amount of all Loans made by any Bank exceeds L/C Obligations exceed the Commitment Amount of such BankL/C Commitment, the Borrowers shall shall, without notice or demand, immediately prepay such principal amount the Multicurrency Loans and/or the Swingline Loans and/or cash collateralize the L/C Obligations in accordance with the provisions of the Loans (together with accrued interest thereon)subsection 4.8, as the case may be, in amounts such that any such excess is eliminated. (iii) Each prepayment of Loans pursuant to this subsection 3.1(b) shall be necessary to eliminate accompanied by any amounts payable under subsection 3.11 in connection with such excessprepayment.

Optional and Mandatory Prepayments. (a) Each Subject in the case of any Group of Loans that are EurodollarTerm Benchmark Loans to Section 2.21, the Borrower may, upon at least one Business Day's Days’ notice to the Operations Agent (which notice shall not thereafter be revocable by such Borrower)Administrative Agent, prepay any Group of Loans that are Base Rate Loans or upon at least three Business Days’ notice to the Administrative Agent, prepay any Group of Loans that are EurodollarTerm Benchmark Loans, in each case in whole at any time, or from time to time in part part, in an aggregate principal amount not less than amounts aggregating $5,000,000 or any larger multiple of $1,000,000 and (or in whole multiples either case, if less, the aggregate outstanding amount of $100,000 in excess thereofthe applicable Group of Loans), by paying the principal amount to be 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 Banks Lenders included in such BorrowingGroup. (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 a notice of prepayment pursuant to clause (a)this Section, the Operations Administrative Agent shall promptly notify each Bank applicable Lender of the contents thereof and of such Bank's Lender’s ratable share (if any) of such prepayment. (c) If at any time while any Loan is outstanding to a Borrower the amount of prepayment and such Borrower's Debt exceeds the Maximum Amount for such Borrower, such Borrower immediately notice shall prepay such Loans made to such Borrower in full, or if prepayment of a portion of such Loans would cause not thereafter be revocable by 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 such Loans (together, in each case, with accrued interest thereon). (d) If at any time (i) the aggregate principal amount of all Loans outstanding to the Borrowers exceeds the aggregate Commitment Amounts or (ii) the aggregate principal amount of all Loans made by any Bank exceeds the Commitment Amount of such Bank, the Borrowers shall immediately prepay such principal amount of the Loans (together with accrued interest thereon), as may be necessary to eliminate such excess.

Optional and Mandatory Prepayments. (a) Each The Borrower may, upon at least one Business Day's notice to the Operations Agent (which notice shall not thereafter be revocable by such Borrower), prepay any Loans in whole may at any time, or time and from time to time prepay outstanding Revolving Credit Loans or Swingline Loans, in part whole or in part, without premium or penalty (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 Agent 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 LIBOR Loans, ABR Loans, a combination thereof, 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 not less than the Dollar Equivalent of which is at least $5,000,000 or an integral multiple of $1,000,000 and in whole multiples 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, by paying the principal amount to be prepaid together with accrued interest thereon to the date of prepayment. Each such optional prepayment shall be applied to prepay ratably the Loans of the several Banks included in such Borrowing. (bi) Upon receipt of a notice of prepayment pursuant to clause (a)If, the Operations Agent shall promptly notify each Bank of the contents thereof and of such Bank's ratable share of such prepayment. (c) If at any time while during the Commitment Period, for any Loan is outstanding to a 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 Revolving Credit Loans in an amount that equals or exceeds the amount of such Borrower's Debt excess. (ii) 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 Maximum Amount for such Borrower, such Borrower immediately shall prepay such Loans made to such Borrower in full, Aggregate Swingline Commitment or if prepayment of a portion of such Loans would cause the Borrower's Debt to no longer L/C Obligations exceed the Borrower's Maximum AmountL/C Commitment, the Borrower shall shall, without notice or demand, immediately prepay that portion 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 outstanding principal amount such Loans (togethercase may be, in each case, with accrued interest thereon)amounts such that any such excess is eliminated. (diii) If at any time (iEach prepayment of Loans pursuant to this subsection 3.1(b) the aggregate principal amount of all Loans outstanding to the Borrowers exceeds the aggregate Commitment Amounts or (ii) the aggregate principal amount of all Loans made shall be accompanied by any Bank exceeds the Commitment Amount of amounts payable under subsection 3.11 in connection with such Bank, the Borrowers shall immediately prepay such principal amount of the Loans (together with accrued interest thereon), as may be necessary to eliminate such excessprepayment.

Optional and Mandatory Prepayments. (a) Each The Borrower maymay at any time and from time to time prepay the Loans made to it, in whole or in part, without premium or penalty, upon at least one 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 Operations 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, 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 (which shall promptly notify each affected Lender thereof. If any such notice is given, the amount specified in such notice shall not thereafter be revocable by 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 Borrower), prepay any date on the amount prepaid. Partial optional prepayments of the Term Loans in whole at any time, or from time shall be applied to time in part the remaining installments of principal thereof ratably based on the remaining amounts thereof. Partial voluntary prepayments shall be in an aggregate principal amount not less than $1,000,000 and in whole multiples of $100,000 500,000 or a whole multiple of $500,000 in excess thereof. (b) If at any time the sum of the Revolving Credit Loans, the Swing Line Loans and the L/C Obligations exceeds the Revolving Credit Commitments, the Borrower shall make a payment in the amount of such excess which payment shall be applied FIRST, to the payment of the Swing Line Loans then outstanding, SECOND, to the payment of any Revolving Credit Loans then outstanding, THIRD, to payment of any Reimbursement Obligations then outstanding and LAST, to cash collateralize any outstanding Letters of Credit on terms reasonably satisfactory to the Required Lenders. The application of prepayments of Loans referred to in the preceding sentence shall be made first to ABR Loans and second to Eurodollar Loans. (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 paying subsection 8.6(b), then 100% of such Net Proceeds shall, on the principal first Business Day after receipt thereof, be applied toward the prepayment of the Term Loans and, 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 prepaid together with accrued interest thereon so applied to the date 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 prepayment. Each its Subsidiaries within 330 days of receipt of such optional prepayment Net Proceeds, it being expressly agreed that any Net Proceeds not so reinvested shall be applied to prepay ratably 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 several Banks included in such Borrowing. (b) Upon receipt of a notice of prepayment Term Loans pursuant to clause (a), this subsection 4.4(c) shall be applied ratably to the Operations Agent shall promptly notify each Bank remaining installments outstanding 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 Borrower'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 such Loans (together, in each case, with accrued interest thereon)thereof. (d) If at any time In the event of a Change of Control, not later than five days thereafter, (iA) the aggregate principal amount of Revolving Credit Commitments shall be terminated, (B) the Borrower shall prepay in full all Loans then outstanding together with interest accrued to the Borrowers exceeds the aggregate Commitment Amounts or date of such prepayment and any amounts payable under subsection 4.14, (iiC) the aggregate principal amount of all Loans made by Borrower shall repay any Bank exceeds Reimbursement Obligations then outstanding and (D) the Commitment Amount of such Bank, Borrower shall cash collateralize any outstanding L/C Obligations on terms reasonably satisfactory to the Borrowers shall immediately prepay such principal amount of the Loans (together with accrued interest thereon), as may be necessary to eliminate such excessRequired Lenders.

Optional and Mandatory Prepayments. (a) Each Borrower may, upon at least one Business Day's notice The Borrowers shall ---------------------------------- have the right to the Operations Agent (which notice shall not thereafter be revocable by such Borrower), prepay any Loans in whole at any time, time or from time to time time; provided that -------- the Borrowers shall give the Bank at least one (1) Business Day's prior notice of each such prepayment of any Loans. Each optional partial prepayment of Revolving Credit Loans shall be in part in an the aggregate principal amount not less than $1,000,000 and in whole multiples of $100,000 or an integral multiple thereof and each optional partial prepayment of the Term Loan shall be in excess thereof, by paying the aggregate principal amount to be prepaid together with accrued interest thereon to the date of prepayment. Each such optional prepayment shall be applied to prepay ratably the Loans of the several Banks included in such Borrowing$250,000 or an integral multiple thereof. (b) Upon receipt If at any time the aggregate outstanding principal amount of a notice the Revolving Credit Loans exceeds the amount of prepayment pursuant the Borrowing Base (as reflected in the then most recent Borrowing Base Report delivered to clause (athe Bank), the Operations Agent shall promptly notify each Bank Borrowers shall, within five (5) Business Days after the delivery of the contents thereof and Borrowing Base Report which shows that such excess exists, prepay the Revolving Credit Loans to the extent of such Bank's ratable share of such prepaymentexcess. (c) If at any time while any Loan is outstanding to a Borrower the amount of such Borrower's Debt exceeds the Maximum Amount for such Borrower, such Borrower immediately The Borrowers shall prepay such Loans made the Term Loan in an amount equal to such Borrower the Net Cash Proceeds from any Disposition and in full, or if prepayment of a portion of such Loans would cause an amount equal to 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 such Loans (togetheraggregate cash payments from any Insurance Recovery, in each case, with accrued interest thereon)on the date of receipt thereof by any Borrower or any of its Subsidiaries. (d) If at any time (i) the aggregate outstanding principal amount of all the Revolving Credit Loans outstanding to the Borrowers exceeds the aggregate Commitment Amounts or (ii) the aggregate principal amount of all Loans made by any Bank exceeds the Commitment Amount of such BankRevolving Credit Commitment, the Borrowers shall immediately prepay such principal amount the Revolving Credit Loans to the extent of the Loans (together with accrued interest thereon), as may be necessary to eliminate 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) Each The Borrower maymay at any time and from time to time prepay the Loans, in whole or in part, upon at least three (3) Business Days’ irrevocable notice to the Administrative Agent (in the case of Eurodollar Loans) and at least one Business Day's ’s irrevocable notice to the Operations Administrative Agent (which 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 notice the Administrative Agent shall promptly notify each Lender thereof. If any such notice is given, the amount specified in such notice shall not thereafter be revocable by such Borrower), prepay any due and payable on the date specified therein. Partial prepayments of the Loans in whole at any time, or from time to time in part shall be in an aggregate principal amount not less than of $1,000,000 and in 500,000 or a whole multiples multiple of $100,000 in excess thereof, by paying the principal amount to be prepaid together with accrued interest thereon to the date of prepayment. Each such optional prepayment shall be applied to prepay ratably the Loans of the several Banks included in such Borrowing. (b) Upon receipt of a notice of prepayment Amounts to be applied in connection with prepayments made pursuant to clause (a), this Section shall be applied to the Operations Agent shall promptly notify each Bank prepayment of the contents thereof and of such Bank's ratable share of such prepaymentTerm Loans in accordance with subsection 4.8(a)(ii). (c) If If, at any time while during the Revolving Credit Commitment Period, for any Loan is outstanding to a Borrower reason the amount 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 Lender exceeds the Revolving Credit Commitment of such Borrower's Debt exceeds the Maximum Amount for such Borrower, such Borrower immediately shall prepay such Loans made to such Borrower Lender then 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 Amounteffect, the Borrower shall shall, without notice or demand, immediately prepay that portion the Revolving Credit Loans and, to the extent required, cash collateralize Letters of the outstanding principal amount such Loans (togetherCredit, in each case, with accrued interest thereon)in an aggregate amount at least sufficient to eliminate any such excess. (d) If at any time (i) Loan Party receives any Extraordinary Receipts consisting of property or casualty insurance proceeds, Borrower shall repay the aggregate principal Loans in an amount equal to the amount of all Loans outstanding such Extraordinary 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 Borrowers exceeds Administrative Agent to be applied to the aggregate Commitment Amounts 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 (ii) applied to other Obligations as set forth herein. If the aggregate principal amount of all Loans made by any Bank exceeds Borrower so elects to deliver such insurance proceeds to the Commitment Amount of such BankAdministrative Agent, the Borrowers 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 prepay preceding sentence. If the Borrower fails to reinvest such principal 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 the remaining reserve to repay the Obligations in the manner set forth in the second sentence of this Section 4.4(e). (e) Each prepayment of Loans (together 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 accrued interest thereon), as may be necessary to eliminate such excessprepayment.

Optional and Mandatory Prepayments. (a) Each Borrower Subject to the provisions of this Section 8, the Company may, at its option, upon at least one Business Day's notice to the Operations Agent (which notice shall not thereafter be revocable by such Borrower)as provided below, prepay all or 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 Notes on a pro-rata basis (based upon the principal amount of the Notes outstanding at the time of prepayment); provided that the Company agrees to prepay at least fifty percent (50%) of the original principal amount of the Notes within twelve (12) months after the Closing Date. Any prepayment of the Notes shall be prepaid together with made at a price equal to 110% of the principal amount so prepaid, plus accrued interest thereon to the date of prepayment. Each such optional The prepayment shall may be applied to prepay ratably 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 Loans 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 several Banks included 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 Borrowing. 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) Upon receipt 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 a notice of prepayment pursuant prepayment. To the extent the Company elects or is required to clause (aprepay the Notes as provided in this Section 8(b), the Operations Agent Company shall promptly notify each Bank also redeem a proportional amount of Preferred Shares (based upon the Stated Value (as defined in the Certificate of Designations) of the contents thereof and 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 Bank's ratable 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 such prepayment. (c) If at any time while any Loan is outstanding to a Borrower the amount shares issued as consideration for repayment of such Borrower'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 Notes being redeemed and sold during such Loans twenty (together, in each case, with accrued interest thereon)20) Trading Day period immediately following the prepayment date. (d) If at any time (i) the aggregate principal amount of all Loans outstanding to the Borrowers exceeds the aggregate Commitment Amounts or (ii) the aggregate principal amount of all Loans made by any Bank exceeds the Commitment Amount of such Bank, the Borrowers shall immediately prepay such principal amount of the Loans (together with accrued interest thereon), as may be necessary to eliminate such excess.

Optional and Mandatory Prepayments. (a) Each Subject to Section 2.16, the Borrower may, at any time and from time to time prepay the Loans, in whole or in part, without premium or penalty, upon at least one three Business Day's Days' (in the case of Eurodollar Loans) or two Business Days' (otherwise) irrevocable written notice to the Operations Agent (which 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. 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 thereafter reduce the Commitments unless the Borrower so specifies in its written notice to the Agent. Partial prepayments shall be revocable by such Borrower), prepay any Loans in whole at any time, or from time to time in part in an aggregate principal amount not less than of $1,000,000 and in or a whole multiples multiple of $100,000 in excess thereof. (b) The Borrower shall concurrently with the receipt of any Net Debt Proceeds by the Borrower or any Subsidiary (other than any Indebtedness permitted under Section 6.2), by paying the principal amount to be prepaid together with accrued interest thereon pay to the date Agent for the benefit of prepayment. Each the Lenders an amount equal to such optional Net Debt Proceeds, which prepayment shall be applied to prepay ratably the Loans of (with a concomitant reduction in the several Banks included in such Borrowing. (b) Upon receipt of a notice of prepayment pursuant to clause (aCommitments), the Operations Agent shall promptly notify each 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 time (i) the amount of such Borrower'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 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 (togethery) the Commitments and (z) the Borrowing Base; then the Borrower, will promptly and, in each caseany event, with accrued interest thereon)within one Business Day, make a mandatory prepayment of the Loans to the Agent for the benefit of the Lenders in an aggregate amount equal to such excess. (d) If at any time (i) the aggregate principal amount of all Loans outstanding to the Borrowers exceeds the aggregate Commitment Amounts or (ii) the aggregate principal amount of all Loans made by any Bank exceeds the Commitment Amount of such Bank, the Borrowers shall immediately prepay such principal amount Each prepayment of the Loans (together with pursuant to this Section 2.6 shall be accompanied by payment in full of all accrued interest thereon), as may be necessary to eliminate and including the date of such excessprepayment, 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) Each The Borrower may, upon at least one (1) Business Day's ’s prior written notice to the Operations Agent (which notice shall not thereafter be revocable by such 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 $1,000,000 2,000,000 and in larger whole multiples of $100,000 in excess thereof500,000, by paying the principal amount to be prepaid together with accrued interest thereon to the date of prepaymentprepayment 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. Each such optional prepayment shall be applied to prepay ratably the Loans of the several Banks included in such Borrowing. (b) Upon receipt of a notice of prepayment pursuant to clause (a), the Operations Agent shall promptly notify each Bank of the contents thereof and of such Bank's ’s ratable share of such prepayment, if any. (c) If at any time while any Loan is outstanding to a Borrower the aggregate principal amount of such the Borrower's ’s outstanding Debt exceeds the Maximum Amount for such BorrowerPermitted Borrowing, such the 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 principal amount of the Loans, if any are outstanding principal amount such Loans (together, in each case, 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. (d) If at any time (i) the aggregate principal amount of all Loans outstanding to the Borrowers exceeds the aggregate Aggregate Commitment Amounts Amount or (ii) the aggregate principal amount of all Loans made by any Bank exceeds the Commitment Amount of such Bank, the Borrowers Borrower shall immediately prepay such principal amount of the Loans (together with accrued interest thereon), as 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, within five (5) Business Days, prepay such principal amount of the Loans (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 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.

Optional and Mandatory Prepayments. (a) Each Borrower mayThe Company may at any time and from time to time prepay Revolving Credit Loans, in whole or in part, 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 Operations Administrative Agent (which 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, ABR Loans or a combination thereof, and, in each case if 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 not thereafter be revocable by such Borrower), prepay any due and payable on the date specified therein. Partial prepayments of the Loans in whole at any time, or from time to time in part shall be in an aggregate principal amount not less than of $1,000,000 and in or a whole multiples multiple of $100,000 1,000,000 in excess thereof, by paying the principal amount to be prepaid together with accrued interest thereon to the date of prepayment. Each such optional prepayment shall be applied to prepay ratably the Loans of the several Banks included in such Borrowing. (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 a notice of prepayment pursuant to clause (a)any such notice, the Operations Administrative Agent shall promptly notify each Bank 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 time during the Revolving Credit Commitment Period, for any reason the Aggregate Revolving Credit Outstanding of all Lenders exceed the Aggregate Revolving Credit Commitments then in effect, or the Aggregate Revolving Credit Outstanding of any Lender exceeds the Revolving Credit Commitment of such Lender then in effect, (i) the Company shall, without notice or demand, 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 at least sufficient to eliminate any such excess. Notwithstanding the foregoing, 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 last Business Day of each month on the basis of the contents thereof U.S. Dollar Equivalent in effect on such Business Day. (d) Each prepayment of Loans pursuant to this subsection 5.4 shall be accompanied by accrued and unpaid interest on the amount prepaid to the date of such Bank's ratable share of prepayment and any amounts payable under subsection 5.11 in connection with such prepayment. (ce) If at any time while any Loan is outstanding The Revolving Credit Loans shall be prepaid and the Letters of Credit shall be cash collateralized or replaced to a Borrower the extent such extensions of credit exceed the amount of such Borrower'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 such Loans (together, in each case, with accrued interest thereon)Revolving Credit Facility. (d) If at any time (i) the aggregate principal amount of all Loans outstanding to the Borrowers exceeds the aggregate Commitment Amounts or (ii) the aggregate principal amount of all Loans made by any Bank exceeds the Commitment Amount of such Bank, the Borrowers shall immediately prepay such principal amount of the Loans (together with accrued interest thereon), as may be necessary to eliminate such excess.

Optional and Mandatory Prepayments. (a) Each The Borrower maymay at any time and from time to time prepay the Loans, in whole or in part, upon at least one three (3) Business Day's Days’ irrevocable notice to the Operations Administrative Agent (which 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, Base Rate Loans or a combination thereof, and, in each case if 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 not thereafter be revocable by such Borrower), prepay any due and payable on the date specified therein. Partial prepayments of the Loans in whole at any time, or from time to time in part shall be in an aggregate principal amount not less than $1,000,000 and in whole multiples of $100,000 in excess or an integral multiple thereof, by paying the principal amount to be prepaid together with accrued interest thereon to the date of prepayment. Each such optional prepayment shall be applied to prepay ratably the Loans of the several Banks included in such Borrowing. (b) Upon receipt of a notice of prepayment Amounts to be applied in connection with prepayments made pursuant to clause (a), this Section shall be applied to the Operations Agent shall promptly notify each Bank prepayment of the contents thereof Term Loans in accordance with Section 3.8(a)(ii) and of such Bank's ratable share of such prepaymentshall be made, first, to Base Rate Loans and, second, to Eurodollar Loans. (c) If If, at any time while during the Revolving Credit Commitment Period, for any Loan is outstanding to a Borrower reason the amount 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 Lender exceeds the Revolving Credit Commitment of such Borrower's Debt exceeds the Maximum Amount for such Borrower, such Borrower immediately shall prepay such Loans made to such Borrower Lender then 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 Amounteffect, the Borrower shall shall, without notice or demand, immediately prepay that portion of the outstanding principal amount such Loans (togetherRevolving Credit Loans, in each case, with accrued interest thereon)an aggregate amount at least sufficient to eliminate any such excess. (d) If at On each date on which the Revolving Credit Loans exceed any time (i) the aggregate principal amount of all Loans outstanding to the Borrowers exceeds the aggregate Commitment Amounts or (ii) the aggregate principal amount of all Loans made by any Bank exceeds the Commitment Amount of such Bankborrowing limitations set forth herein, the Borrowers Borrower shall immediately repay or prepay such principal amount of the Loans outstanding Revolving Credit Loans, if any (together with interest accrued interest thereonthereon 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 eliminate 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: (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 excessassets are Collateral hereunder, 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 documentation satisfactory to Agent and its counsel; and (B) next, as to any remainder, to the Revolving Credit Loans. (f) Each prepayment of 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 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 equal to 25% of Borrower’s Net Cash Proceeds from such offering to pay down the outstanding Revolving Credit Loans.

Optional and Mandatory Prepayments. (a) Each Borrower may, upon at least one Business Day's notice to the Operations Agent (which notice shall not thereafter be revocable by such Borrower), prepay any Loans in whole may at any time, or time and from time to time prepay the Loans made by the Lenders to such Borrower, in part whole or in part, without premium or penalty, upon irrevocable notice delivered by the Borrower Representative to the Administrative Agent no later than 11:00 A.M., 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, the name of the applicable Borrower and whether the prepayment is of Eurodollar Loans or ABR Loans; provided, that if a Eurodollar Loan is prepaid on any day other than the last day of the Interest Period applicable thereto, such Borrower shall also pay any amounts owing pursuant to Section 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 not less than of $5,000,000 or a whole multiple of $1,000,000 and in whole multiples of $100,000 in excess thereofthereof (or, by paying in the case of ABR Loans, the entire principal amount to be prepaid together with accrued interest thereon to the date of prepayment. Each such optional prepayment shall be applied to prepay ratably the Loans of the several Banks included in such Borrowingthereof). (b) Upon receipt of a notice of prepayment pursuant to clause (a)If, on any date, the Operations Agent shall promptly notify each Bank aggregate Secured L/C Obligations of any Borrower exceed the contents thereof and Borrowing Base of such Bank's ratable share Borrower on such date, such Borrower (or the Borrower Representative) shall within one Business Day of such prepaymentdate 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 Borrower. (c) If at If, on any time while 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 Loan is outstanding to a Borrower event, within three Business Days of the amount date of the Company’s receipt of such Borrower's Debt exceeds demand from the Maximum Amount for 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 Borrowerthat, after giving effect thereto and treating such Borrower immediately shall prepay such Loans made to such Borrower in fullcash collateralized Letters of Credit as being not then outstanding, or if the Total Extensions of Credit do not exceed the Total Commitments. Any prepayment of a portion Eurodollar Loan pursuant to this Section 2.5(c) shall be accompanied by interest accrued and unpaid to the date of such Loans would cause prepayment on the Borrower's Debt principal so prepaid and, if such prepayment is made on a day other than the last day of an Interest Period applicable to no longer exceed the Borrower's Maximum Amountsuch Eurodollar Loan, the applicable Borrower shall immediately prepay that portion of the outstanding principal amount such Loans (together, in each case, with accrued interest thereon)also pay any amounts owing pursuant to Section 2.14. (d) If at any time (i) the aggregate principal amount of all Loans outstanding to the Borrowers exceeds the aggregate Commitment Amounts or (ii) the aggregate principal amount of all Loans made by any Bank exceeds the Commitment Amount of such Bank, the Borrowers shall immediately prepay such principal amount of the Loans (together with accrued interest thereon), as may be necessary to eliminate such excess.

Optional and Mandatory Prepayments. (a) Each The Borrower may, upon will have the right at least one Business Day's notice any time to prepay any Borrowing in whole or in part (as directed by the Operations Agent (which notice shall not thereafter be revocable by such Borrower), prepay any Loans subject to the requirements of this Section 2.09 (a) provided that no Tranche B Borrowing may be prepaid under this Section 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 prior to the date which falls on the first anniversary of prepaymentthe Effective Date. Each such optional partial prepayment of any Borrowing shall be in an amount that would be permitted under Section 2.02 (b) for a Borrowing of the same Interest Type, except as needed to apply fully the required amount of a mandatory prepayment or to repay in full the outstanding Loans of a Class. Each prepayment shall be applied accompanied by accrued interest to prepay ratably the Loans of the several Banks included in such Borrowingextent required by Section 2.11 and any prepayment fee required by Section 2.10(b). (b) Upon receipt If at any time the aggregate outstanding principal amount of a notice of prepayment pursuant to clause (a)Tranche A Loans exceeds the Borrowing Base, the Operations Agent Borrower shall promptly notify each Bank of the contents thereof and of prepay Tranche A Term Borrowings in an amount equal to such Bank's ratable share of such prepaymentexcess. (c) If 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 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 while any Loan is outstanding in an amount equal to a Borrower the amount of such Borrower'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 AmountNet Proceeds that have not been so applied. However, the Borrower shall will not be entitled to make elections pursuant to the immediately prepay that portion of the outstanding principal amount such Loans (together, preceding proviso with respect to Net Proceeds aggregating more than $3,000,000 in each case, with accrued interest thereon)any Fiscal Year. (d) If at Within five Business Days after any time (i) the aggregate principal amount of all Loans outstanding to the Borrowers exceeds the aggregate Commitment Amounts Net Proceeds are received by or (ii) the aggregate principal amount of all Loans made by any Bank exceeds the Commitment Amount of such Bank, the Borrowers shall immediately prepay such principal amount on behalf of the Loans (together with accrued interest thereon), as may be necessary to eliminate such excess.Borrower or any Subsidiary in respect of any Prepayment Event

Optional and Mandatory Prepayments. (a) Each The Borrower may, upon at least one (1) Business Day's ’s prior written notice to the Operations Agent (which notice shall not thereafter be revocable by such 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 $1,000,000 2,000,000 and in larger whole multiples of $100,000 in excess thereof500,000, by paying the principal amount to be prepaid together with accrued interest thereon to the date of prepaymentprepayment 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. Each such optional prepayment on the Loans shall be applied to prepay ratably the Loans of the several Banks included in such Borrowing. (b) Upon receipt of a notice of prepayment pursuant to clause (a), the Operations Agent shall promptly notify each Bank of the contents thereof and of such Bank's ’s ratable share of such prepayment, if any. (c) If at any time while any Loan is outstanding to a Borrower the aggregate principal amount of such the Borrower's ’s outstanding Debt exceeds the Maximum Amount for such BorrowerPermitted Borrowing, such the 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 principal amount of the Loans, if any are outstanding principal amount such Loans (together, in each case, 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 prepayment and shall be applied to the Loans in the manner set forth in Section 2.12(a) hereof. (d) If at any time (i) the aggregate principal amount of all Loans outstanding to the Borrowers exceeds the aggregate Aggregate Commitment Amounts Amount or (ii) the aggregate principal amount of all Loans made by any Bank exceeds the Commitment Amount of such Bank, the Borrowers Borrower shall immediately prepay such principal amount of the Loans (together with accrued interest thereon), as 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, within five (5) Business Days, prepay such principal amount of the Loans (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 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(e) shall be treated as a prepayment and shall be applied to the Loans in the manner set forth in Section 2.12(a) hereof.