Common use of Prepayment Accounts Clause in Contracts

Prepayment Accounts. Amounts to be applied as provided in SUBSECTION (vi) above to the prepayment of Loans of any Class shall be applied first to reduce outstanding Base Rate Loans of such Class. Any amounts remaining after each such application - 64 - shall, at the option of the Company, be applied to prepay Eurodollar Loans of such Class immediately and/or shall be deposited in a separate Prepayment Account (as defined below) for the Loans of such Class. The Administrative Agent shall apply any cash deposited in the Prepayment Account for any Class of Loans, upon withdrawal by the Collateral Agent, to prepay Eurodollar Loans of such Class on the last day of their respective Interest Periods (or, at the direction of the Company, on any earlier date) until all outstanding Loans of such Class have been prepaid or until all the allocable cash on deposit in the Prepayment Account for such Class has been exhausted. For purposes of this Agreement, the term "PREPAYMENT ACCOUNT" for any Class of Loans shall mean an account (which may include the Prepayment Account established under the Security Agreement) established by the Company with the Collateral Agent and over which the Collateral Agent shall have exclusive dominion and control, including the exclusive right of withdrawal for application in accordance with this SUBSECTION (viii). The Collateral Agent will, at the request of the Company, invest amounts on deposit in the Prepayment Account for any Class of Loans in Cash Equivalents that mature prior to the last day of the applicable Interest Periods of the Eurodollar Loans of such Class to be prepaid; PROVIDED, HOWEVER, that (i) the Collateral Agent shall not be required to make any investment that, in its sole judgment, would require or cause the Collateral Agent to be in, or would result in any, violation of any Law, (ii) such Cash Equivalents shall be subjected to a first priority perfected security interest in favor of the Collateral Agent and (iii) if any Event of Default shall have occurred and be continuing, the selection of such Cash Equivalents shall be in the sole discretion of the Collateral Agent. The Company shall indemnify the Collateral Agent for any losses relating to such investments in Cash Equivalents so that the amount available to prepay Eurodollar Loans on the last day of the applicable Interest Periods is not less than the amount that would have been available had no investments been made pursuant thereto. Other than any interest or profits earned on such investments, the Prepayment Accounts shall not bear interest. Interest or profits, if any, on the investments in any Prepayment Account shall accumulate in such Prepayment Account until all outstanding Loans of any applicable Class with respect to which amounts have been deposited in the Prepayment Accounts have been prepaid in full, at which time so much thereof as is not required to make payment of the Senior Credit Obligations which have become due and payable (whether by scheduled maturity, acceleration or otherwise) shall be withdrawn by the Collateral Agent on the next Business Day following the day on which the Collateral Agent considers the funds deposited therein to be collected funds and disbursed to the Company or its order. If the maturity of the Loans has been accelerated pursuant to SECTION 8.02, the Administrative Agent may, in its sole discretion, cause the Collateral Agent to withdraw amounts on deposit in the Prepayment Account for any Class of Loans and apply such funds to satisfy any of the Senior Credit Obligations related to such Class of Loans.

Prepayment Accounts. Amounts to be applied as provided in SUBSECTION clause (vib) above to the prepayment of Loans of any Class shall be applied first to reduce outstanding Base Rate Loans of such ClassLoans. Any amounts remaining after each such application - 64 - shall, at the option of the CompanyBorrower, be applied to prepay Eurodollar Rate Loans of such Class immediately and/or shall be deposited in a separate Prepayment Account (as defined below) for the Loans of such ClassEurodollar Rate Loans. The Administrative Agent shall apply any cash deposited in the Prepayment Account for any Class of Loans, upon withdrawal by the Collateral Agent, to prepay Eurodollar Rate Loans of such Class on the last day of their respective Interest Periods (or, at the direction of the CompanyBorrower, on any earlier date) until all outstanding Eurodollar Rate Loans of such Class have been prepaid or until all the allocable cash on deposit in the Prepayment Account for such Class has been exhausted. For purposes of this Agreement, the term "PREPAYMENT ACCOUNT" for any Class of Loans “Prepayment Account” shall mean an account (which may include the Prepayment Account established under the Security Agreement) established by the Company Borrower with the Collateral Administrative Agent and over which the Collateral Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal for application in accordance with this SUBSECTION clause (viiic). The Collateral Administrative Agent will, at the request of the CompanyBorrower, invest amounts on deposit in the Prepayment Account for any Class of Loans in Cash Equivalents that mature prior to the last day of the applicable Interest Periods of the Eurodollar Rate Loans of such Class to be prepaid; PROVIDEDprovided, HOWEVERhowever, that (i) the Collateral Administrative Agent shall not be required to make any investment that, in its sole judgment, would require or cause the Collateral Administrative Agent to be in, or would result in any, violation of any Law, (ii) such Cash Equivalents shall be subjected to a first priority perfected security interest in favor of the Collateral Administrative Agent and (iii) if any Event of Default shall have occurred and be continuing, the selection of such Cash Equivalents shall be in the sole discretion of the Collateral Administrative Agent. The Company Borrower shall indemnify the Collateral Administrative Agent for any losses relating to such investments in Cash Equivalents so that the amount available to prepay Eurodollar Rate Loans on the last day of the applicable Interest Periods is not less than the amount that would have been available had no investments been made pursuant theretohereto. Other than any interest or profits earned on such investments, the Prepayment Accounts shall not bear interest. Interest or profits, if any, on the investments in any Prepayment Account shall accumulate in such Prepayment Account until all outstanding Loans and, so long as no Event of any applicable Class with respect to which amounts have been deposited in the Prepayment Accounts have been prepaid in fullDefault has occurred and is continuing, at which time so much thereof as is not required to make payment of the Senior Credit Obligations which have become due and payable (whether by scheduled maturity, acceleration or otherwise) shall be withdrawn paid by the Collateral Administrative Agent on the next Business Day following the day on which the Collateral Agent considers the funds deposited therein to be collected funds and disbursed to the Company or its orderBorrower at the end of each fiscal quarter. If the maturity of the Loans has been accelerated pursuant to SECTION Section 8.02, the Administrative Agent may, in its sole discretion, cause the Collateral Agent to withdraw amounts on deposit in the Prepayment Account for any Class of Loans and apply such funds to satisfy any of the Senior Credit Obligations related Obligations. The Borrower hereby pledges and assigns to such Class the Administrative Agent, for its benefit and the benefit of Loansthe Lenders, each Prepayment Account established to secure the Obligations.

Prepayment Accounts. Amounts to be applied as provided in SUBSECTION subsection (vi) or (vii) above to the prepayment of Loans of any Class shall be applied first to reduce outstanding Base Rate Loans of such Class. Any amounts remaining after each such application - 64 - shall, at the option of the CompanyBorrower, be applied to prepay Eurodollar Loans of such Class immediately and/or shall be deposited in a separate Prepayment Account (as defined below) for the Loans of such Class. The Administrative Agent shall apply any cash deposited in the Prepayment Account for any Class of Loans, upon withdrawal by the Collateral Agent, to prepay Eurodollar Loans of such Class on the last day of their respective Interest Periods (or, at the direction of the CompanyBorrower, on any earlier date) until all outstanding Loans of such Class have been prepaid or until all the allocable cash on deposit in the Prepayment Account for such Class has been exhausted. For purposes of this Agreement, the term "PREPAYMENT ACCOUNT" “Prepayment Account” for any Class of Loans shall mean an account (which may include the Prepayment Account established under the Security Agreement) established by the Company Borrower with the Collateral Agent and over which the Collateral Agent shall have exclusive dominion and control, including the exclusive right of withdrawal for application in accordance with this SUBSECTION subsection (viii). The Collateral Agent will, at the request of the CompanyBorrower, invest amounts on deposit in the Prepayment Account for any Class of Loans in Cash Equivalents that mature prior to the last day of the applicable Interest Periods of the Eurodollar Loans of such Class to be prepaid; PROVIDEDprovided, HOWEVERhowever, that (i) the Collateral Agent shall not be required to make any investment that, in its sole judgment, would require or cause the Collateral Agent to be in, or would result in any, violation of any Law, (ii) such Cash Equivalents shall be subjected to a first priority perfected security interest First Priority Lien in favor of the Collateral Agent and (iii) if any Event of Default shall have occurred and be continuing, the selection of such Cash Equivalents shall be in the sole discretion of the Collateral Agent. The Company Borrower shall indemnify the Collateral Agent for any losses relating to such investments in Cash Equivalents so that the amount available to prepay Eurodollar Loans on the last day of the applicable Interest Periods is not less than the amount that would have been available had no investments been made pursuant thereto. Other than any interest or profits earned on such investments, the Prepayment Accounts shall not bear interest. Interest or profits, if any, on the investments in any Prepayment Account shall accumulate in such Prepayment Account until all outstanding Loans of any applicable Class with respect to which amounts have been deposited in the Prepayment Accounts have been prepaid in full, at which time so much thereof as is not required to make payment of the Senior Credit Obligations which have become due and payable (whether by scheduled maturity, acceleration or otherwise) shall be withdrawn by the Collateral Agent on the next Business Day following the day on which the Collateral Agent considers the funds deposited therein to be collected funds and disbursed to the Company Borrower or its order. If the maturity of the Loans has been accelerated pursuant to SECTION Section 8.02, the Administrative Agent may, in its sole discretion, cause the Collateral Agent to withdraw amounts on deposit in the Prepayment Account for any the applicable Class of Loans and and, subject to Section 8.03, apply such funds to satisfy any of the Senior Credit Obligations related to such of the applicable Class of Loansor Classes.

Prepayment Accounts. Amounts to be applied as provided in SUBSECTION clause (vic) above to the prepayment of Loans of any Class shall be applied first to reduce outstanding Base Rate Loans of such Class. Any amounts remaining after each such application - 64 - shall, at the option of the Company, be applied to prepay Eurodollar Eurocurrency Rate Loans of such Class immediately and/or and/or, if no Event of Default exists, shall be deposited in a separate Prepayment Account (as defined below) for the Loans of such Class. The Administrative Agent shall apply any cash deposited in the Prepayment Account for any Class of Loans, upon withdrawal by the Collateral Agent, Loans to prepay Eurodollar Eurocurrency Rate Loans of such Class on the last day of their respective Interest Periods (or, at the direction of the Company, on any earlier date) until all outstanding Loans of such Class have been prepaid or until all the allocable cash on deposit in the Prepayment Account for such Class has been exhausted. For purposes of this Agreement, the term "PREPAYMENT ACCOUNT" “Prepayment Account” for any Class of Loans shall mean an account (which may include the Prepayment Account established under the Security Agreement) established by the Company Borrowers with the Collateral Administrative Agent and over which the Collateral Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal for application in accordance with this SUBSECTION clause (viiid). The Collateral Administrative Agent will, at the request of the Company, invest amounts on deposit in the Prepayment Account for any Class of Loans in Cash Equivalents that mature prior to the last day of the applicable Interest Periods of the Eurodollar Eurocurrency Rate Loans of such Class to be prepaid; PROVIDEDprovided, HOWEVERhowever, that (i) the Collateral Administrative Agent shall not be required to make any investment that, in its sole judgment, would require or cause the Collateral Administrative Agent to be in, or would result in any, violation of any Law, (ii) such Cash Equivalents shall be subjected to a first priority perfected security interest in favor of the Collateral Administrative Agent and (iii) if any Event of Default shall have occurred and be continuing, the selection of such Cash Equivalents shall be in the sole discretion of the Collateral Administrative Agent. The Company Borrowers shall indemnify the Collateral Administrative Agent for any losses relating to such investments in Cash Equivalents so that the amount available to prepay Eurodollar Eurocurrency Rate Loans on the last day of the applicable Interest Periods is not less than the amount that would have been available had no investments been made pursuant thereto. Other than any interest or profits earned on such investments, the Prepayment Accounts shall not bear interest. Interest or profits, if any, on the investments in any Prepayment Account shall accumulate in such Prepayment Account until all outstanding Loans of any applicable Class with respect to which amounts have been deposited in the Prepayment Accounts have been prepaid in full, at which time so much thereof as is not required to make payment of the Senior Credit Obligations which have become due and payable (whether by scheduled maturity, acceleration or otherwise) shall be withdrawn by the Collateral Agent on the next Business Day following the day on which the Collateral Agent considers the funds deposited therein to be collected funds and disbursed to the Company or its orderAccount. If the maturity of the Loans has been accelerated pursuant to SECTION Section 8.02, the Administrative Agent may, in its sole discretion, cause the Collateral Agent to withdraw amounts on deposit in the Prepayment Account for any Class of Loans and apply such funds to satisfy any of the Senior Credit Obligations related to such Class of Loans. Each Borrower hereby pledges and assigns to the Administrative Agent, for its benefit and the benefit of the Lenders, each Prepayment Account established to secure the Obligations.

Prepayment Accounts. Amounts At the option of the Borrower, any amounts applied to be applied as provided prepay Eurodollar Rate Loans in SUBSECTION accordance with clause (vi) above to the prepayment of Loans of any Class shall be applied first immediately to reduce outstanding Base prepay Eurodollar Rate Loans of such Class. Any amounts remaining after each such application - 64 - shall, at the option of the Company, be applied to prepay Eurodollar Loans of such Class immediately and/or shall be deposited in a separate Prepayment Account (as defined below) for the Loans of such Class. The Administrative Agent shall apply any cash deposited in the Prepayment Account for any Class of Loans, upon withdrawal by the Collateral Agent, Loans to prepay Eurodollar Rate Loans of such Class on the last day of their respective Interest Periods (or, at the direction of the CompanyBorrower, on any earlier date) until all outstanding Loans of such Class have been prepaid or until all the allocable cash on deposit in the Prepayment Account for such Class has been exhausted. For purposes of this Agreement, the term "PREPAYMENT ACCOUNTPrepayment Account" for any Class of Loans shall mean an account (which may include the Prepayment Account established under the Security Agreement) established by the Company Borrower with the Collateral Administrative Agent and over which the Collateral Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal for application in accordance with this SUBSECTION (viii)subsection. The Collateral Administrative Agent will, at the request of the CompanyBorrower, invest amounts on deposit in the Prepayment Account for any Class of Loans in Cash Equivalents that mature prior to the last day of the applicable Interest Periods of the Eurodollar Rate Loans of such Class to be prepaid; PROVIDEDprovided, HOWEVERhowever, that (i) the Collateral Administrative Agent shall not be required to make any investment that, in its sole judgment, would require or cause the Collateral Administrative Agent to be in, or would result in any, violation of any Lawlaw, statute, rule or regulation, (ii) such Cash Equivalents shall be subjected to a first priority perfected security interest in favor of the Collateral Administrative Agent and (iii) if any an Event of Default shall have occurred and be continuing, the selection of such Cash Equivalents shall be in the sole discretion of the Collateral Administrative Agent. The Company Borrower shall indemnify the Collateral Administrative Agent for any losses relating to such investments in Cash Equivalents so that the amount available to prepay Eurodollar Rate Loans on the last day of the applicable Interest Periods is not less than the amount that would have been available had no investments been made pursuant thereto. Other than any interest or profits earned on such investments, the Prepayment Accounts shall not bear interest. Interest or profits, if any, on the investments in any Prepayment Account shall accumulate in such Prepayment Account until all outstanding Loans of any applicable Class with respect to which amounts have been deposited in the Prepayment Accounts have been prepaid in full, at which time so much thereof as is not required to make payment of the Senior Credit Obligations which have become due and payable (whether by scheduled maturity, acceleration or otherwise) shall be withdrawn by the Collateral Agent on the next Business Day following the day on which the Collateral Agent considers the funds deposited therein to be collected funds and disbursed to the Company or its orderAccount. If the maturity of the Loans has been accelerated pursuant to SECTION Section 8.02, the Administrative Agent may, in its sole discretion, cause the Collateral Agent to withdraw apply all amounts on deposit in the Prepayment Account for any Class of Loans and apply such funds to satisfy any of the Senior Credit Obligations related to such Class of Loans. The Borrower hereby pledges and assigns to the Administrative Agent, for its benefit on behalf of the Lenders, each Prepayment Account established hereunder to secure the Senior Credit Obligations related to any such Class of Loans.

Prepayment Accounts. Amounts to be applied as provided in SUBSECTION subsection (vivii) above to the prepayment of Loans of any Class shall be applied first to reduce outstanding Base Rate Loans of such Class. Any amounts remaining after each such application - 64 - shall, at the option of the CompanyBorrower, be applied to prepay Eurodollar Loans of such Class immediately and/or shall be deposited in a separate Prepayment Account (as defined below) for the Loans of such Class. The Administrative Agent shall apply any cash deposited in the Prepayment Account for any Class of Loans, upon withdrawal by the Collateral Agent, to prepay Eurodollar Loans of such Class on the last day of their respective Interest Periods (or, at the direction of the CompanyBorrower, on any earlier date) until all outstanding Loans of such Class have been prepaid or until all the allocable cash on deposit in the Prepayment Account for such Class has been exhausted. For purposes of this Agreement, the term "PREPAYMENT ACCOUNT" “Prepayment Account” for any Class of Loans shall mean an account (which may include the Prepayment Account established under the Security Agreement) established by the Company Borrower with the Collateral Agent and over which the Collateral Agent shall have exclusive dominion and control, including the exclusive right of withdrawal for application in accordance with this SUBSECTION subsection (viiiix). The Collateral Agent will, at the request of the CompanyBorrower, invest amounts on deposit in the Prepayment Account for any Class of Loans in Cash Equivalents (as specified by the Borrower if it does so) that mature prior to the last day of the applicable Interest Periods of the Eurodollar Loans of such Class to be prepaid; PROVIDEDprovided, HOWEVERhowever, that (i) the Collateral Agent shall not be required to make any investment that, in its sole judgment, would require or cause the Collateral Agent to be in, or would result in any, violation of any Law, (ii) such Cash Equivalents shall be subjected to a first priority perfected security interest in favor of the Collateral Agent and (iii) if any Event of Default shall have occurred and be continuing, the selection of such Cash Equivalents shall be in the sole discretion of the Collateral Agent. The Company Borrower shall indemnify the Collateral Agent for any losses relating to such investments in Cash Equivalents so that the amount available to prepay Eurodollar Loans on the last day of the applicable Interest Periods is not less than the amount that would have been available had no investments been made pursuant thereto. Other than any interest or profits earned on such investments, the Prepayment Accounts shall not bear interest. Interest or profits, if any, on the investments in any Prepayment Account shall accumulate in such Prepayment Account until all outstanding Loans of any applicable Class with respect to which amounts have been deposited in the Prepayment Accounts have been prepaid in full, at which time so much thereof as is not required to make payment of the Senior Credit Obligations which have become due and payable (whether by scheduled maturity, acceleration or otherwise) shall be withdrawn by the Collateral Agent on the next Business Day following the day on which the Collateral Agent considers the funds deposited therein to be collected funds and disbursed to the Company Borrower or its order. If the maturity of the Loans has been accelerated pursuant to SECTION Section 8.02, the Administrative Agent may, in its sole discretion, cause the Collateral Agent to withdraw amounts on deposit in the Prepayment Account for any Class of Loans and apply such funds to satisfy any of the Senior Credit Obligations related to such Class of Loans.

Prepayment Accounts. Amounts to be applied as provided in SUBSECTION subsection (viiv) above to the prepayment of Loans of any Class shall be applied first to reduce ratably outstanding Competitive Bid Loans and outstanding Base Rate Loans of such ClassLoans. Any amounts remaining after each such application - 64 - shall, at the option of the CompanyBorrower, be applied to prepay Eurodollar Loans of such Class immediately and/or shall be deposited in a separate Prepayment Account (as defined below) for the Loans of such ClassLoans. The Administrative Agent shall apply any cash deposited in the Prepayment Account for any Class of Loans, upon withdrawal by the Collateral Agent, Loans to prepay Eurodollar Loans of such Class on the last day of their respective Interest Periods (or, at the direction of the CompanyBorrower, on any earlier date) until all outstanding Loans of such Class have been prepaid or until all the allocable cash on deposit in the Prepayment Account for such Class has been exhausted. For purposes of this Amended Agreement, the term "PREPAYMENT ACCOUNT" for any Class of Loans shall mean an account (which may include the Prepayment Account established under the Security Agreement) established by the Company Borrower with the Collateral Agent and over which the Collateral Agent shall have exclusive dominion and control, including the exclusive right of withdrawal for application in accordance with this SUBSECTION (viii)subsection. The Collateral Agent will, at the request of the CompanyBorrower, invest amounts on deposit in the Prepayment Account for any Class of Loans in Cash Equivalents that mature prior to the last day of the applicable Interest Periods of the Eurodollar Loans of such Class to be prepaid; PROVIDED, HOWEVER, that THAT (i) the Collateral Agent shall not be required to make any investment that, in its sole judgment, would require or cause the Collateral Agent to be in, or would result in any, violation of any Lawlaw, statute, rule or regulation, (ii) such Cash Equivalents shall be subjected to a first priority perfected security interest in favor of the Collateral Agent and (iii) if any an Event of Default shall have occurred and be continuing, the selection of such Cash Equivalents investments shall be in the sole discretion of the Collateral Agent. The Company Borrower shall indemnify the Collateral Agent for any losses, other than losses due solely to the Agent's gross negligence, relating to such the investments in Cash Equivalents so that the amount available to prepay Eurodollar Loans on the last day of the applicable Interest Periods is not less than the amount that would have been available had no investments been made pursuant thereto. Other than any interest or profits earned on such investments, the Prepayment Accounts shall not bear interest. Interest or profits, if any, on the investments in any Prepayment Account shall accumulate in such Prepayment Account until all outstanding Loans of any applicable Class with respect to which amounts have been deposited in the Prepayment Accounts have been prepaid in full, at which time so much thereof as is not required to make payment of the Senior Credit Obligations which have become due and payable (whether by scheduled maturity, acceleration or otherwise) shall be withdrawn by the Collateral Agent on the next Business Day following the day on which the Collateral Agent considers the funds deposited therein to be collected funds and disbursed to the Company or its orderAccount. If the maturity of the Loans has been accelerated pursuant to SECTION 8.02Section 8.2, the Administrative Agent may, in its sole discretion, cause the Collateral Agent to withdraw apply all amounts on deposit in the Prepayment Account for any Class of Loans and apply such funds to satisfy any of the Senior Credit Obligations related to such Class Loans. The Borrower hereby pledges and assigns to the Agent, for its benefit and the benefit of the Lenders, each Prepayment Account established hereunder to secure the Credit Obligations related to such Loans.

Prepayment Accounts. Amounts to be applied as provided in SUBSECTION clause (vib) above to the prepayment of Loans of any Class shall be applied first to reduce outstanding Base Rate Loans of such ClassLoans. Any amounts remaining after each such application - 64 - shall, at the option of the CompanyBorrower, be applied to prepay Eurodollar Rate Loans of such Class immediately and/or shall be deposited in a separate Prepayment Account (as defined below) for the Loans of such ClassEurodollar Rate Loans. The Administrative Agent shall apply any cash deposited in the Prepayment Account for any Class of Loans, upon withdrawal by the Collateral Agent, to prepay Eurodollar Rate Loans of such Class on the last day of their respective Interest Periods (or, at the direction of the CompanyBorrower, on any earlier date) until all outstanding Eurodollar Rate Loans of such Class have been prepaid or until all the allocable cash on deposit in the Prepayment Account for such Class has been exhausted. For purposes of this Agreement, the term "PREPAYMENT ACCOUNT" for any Class of Loans “Prepayment Account” shall mean an account (which may include the Prepayment Account established under the Security Agreement) established by the Company Borrower with the Collateral Administrative Agent and over which the Collateral Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal for application in accordance with this SUBSECTION clause (viiic). The Collateral Administrative Agent will, at the request of the CompanyBorrower, invest amounts on deposit in the Prepayment Account for any Class of Loans in Cash Equivalents cash equivalents that mature prior to the last day of the applicable Interest Periods of the Eurodollar Rate Loans of such Class to be prepaid; PROVIDEDprovided, HOWEVERhowever, that (i) the Collateral Administrative Agent shall not be required to make any investment that, in its sole judgment, would require or cause the Collateral Administrative Agent to be in, or would result in any, violation of any Law, (ii) such Cash Equivalents cash equivalents shall be subjected to a first priority perfected security interest in favor of the Collateral Administrative Agent and (iii) if any Event of Default shall have occurred and be continuing, the selection of such Cash Equivalents cash equivalents shall be in the sole discretion of the Collateral Administrative Agent. The Company Borrower shall indemnify the Collateral Administrative Agent for any losses relating to such investments in Cash Equivalents cash equivalents so that the amount available to prepay Eurodollar Rate Loans on the last day of the applicable Interest Periods is not less than the amount that would have been available had no investments been made pursuant theretohereto. Other than any interest or profits earned on such investments, the Prepayment Accounts shall not bear interest. Interest or profits, if any, on the investments in any Prepayment Account shall accumulate in such Prepayment Account until all outstanding Loans and, so long as no Event of any applicable Class with respect to which amounts have been deposited in the Prepayment Accounts have been prepaid in fullDefault has occurred and is continuing, at which time so much thereof as is not required to make payment of the Senior Credit Obligations which have become due and payable (whether by scheduled maturity, acceleration or otherwise) shall be withdrawn paid by the Collateral Administrative Agent on the next Business Day following the day on which the Collateral Agent considers the funds deposited therein to be collected funds and disbursed to the Company or its orderBorrower at the end of each fiscal quarter. If the maturity of the Loans has been accelerated pursuant to SECTION Section 8.02, the Administrative Agent may, in its sole discretion, cause the Collateral Agent to withdraw amounts on deposit in the Prepayment Account for any Class of Loans and apply such funds to satisfy any of the Senior Credit Obligations related Obligations. The Borrower hereby pledges and assigns to such Class the Administrative Agent, for its benefit and the benefit of Loansthe Lenders, each Prepayment Account established to secure the Obligations.

Prepayment Accounts. Amounts to be applied as provided in SUBSECTION ------------------- subsection (vi) above to the prepayment of Loans of any Class shall be ---------- ---- applied first to reduce outstanding Base Rate Loans of such Class. Any amounts remaining after each such application - 64 - shall, at the option of the CompanyBorrower, be applied to prepay Eurodollar Loans of such Class immediately and/or shall be deposited in a separate Prepayment Account (as defined below) for the Loans of such Class. The Administrative Agent shall apply any cash deposited in the Prepayment Account for any Class of Loans, upon withdrawal by the Collateral Agent, to prepay Eurodollar Loans of such Class on the last day of their respective Interest Periods (or, at the direction of the CompanyBorrower, on any earlier date) until all outstanding Loans of such Class have been prepaid or until all the allocable cash on deposit in the Prepayment Account for such Class has been exhausted. For purposes of this Agreement, the term "PREPAYMENT ACCOUNTPrepayment Account" ------------------ for any Class of Loans shall mean an account (which may include the Prepayment Account established under the Security Agreement) established by the Company Borrower with the Collateral Agent and over which the Collateral Agent shall have exclusive dominion and control, including the exclusive right of withdrawal for application in accordance with this SUBSECTION (viii)subsection. The Collateral Agent will, at the request of the CompanyBorrower, invest amounts on deposit in the Prepayment Account for any Class of Loans in Cash Equivalents that mature prior to the last day of the applicable Interest Periods of the Eurodollar Loans of such Class to be prepaid; PROVIDEDprovided, HOWEVER-------- however, that (i) the Collateral Agent shall not be required to make any ------- investment that, in its sole judgment, would require or cause the Collateral Agent to be in, or would result in any, violation of any Lawlaw, statute, rule or regulation, (ii) such Cash Equivalents shall be subjected to a first priority perfected security interest in favor of the Collateral Agent and (iii) if any Event of Default shall have occurred and be continuing, the selection of such Cash Equivalents shall be in the sole discretion of the Collateral Agent. The Company Borrower shall indemnify the Collateral Agent for any losses relating to such investments in Cash Equivalents so that the amount available to prepay Eurodollar Loans on the last day of the applicable Interest Periods is not less than the amount that would have been available had no investments been made pursuant thereto. Other than any interest or profits earned on such investments, the Prepayment Accounts shall not bear interest. Interest or profits, if any, on the investments in any Prepayment Account shall accumulate in such Prepayment Account until all outstanding Loans of any applicable Class with respect to which amounts have been deposited in the Prepayment Accounts have been prepaid in full, at which time so much thereof as is not required to make payment of the Senior Credit Obligations which have become due and payable (whether by scheduled maturity, acceleration or otherwise) shall be withdrawn by the Collateral Agent on the next Business Day following the day on which the Collateral Agent considers the funds deposited therein to be collected funds and disbursed to the Company or its orderAccount. If the maturity of the Loans has been accelerated pursuant to SECTION Section 8.02, the Administrative Agent may, in its sole ------------ discretion, cause the Collateral Agent to withdraw amounts on deposit in the Prepayment Account for any Class of Loans and apply such funds to satisfy any of the Senior Credit Obligations related to such Class of Loans.

Prepayment Accounts. Amounts to be applied as provided in SUBSECTION subsection (viiv) above to the prepayment of Loans of any Class shall be applied first to reduce outstanding Base Rate Loans of such ClassLoans. Any amounts remaining after each such application - 64 - shall, at the option of the CompanyBorrower, be applied to prepay Eurodollar Loans of such Class immediately and/or shall be deposited in a separate Prepayment Account (as defined below) for the Loans of such ClassLoans. The Administrative Agent shall apply any cash deposited in the Prepayment Account for any Class of Loans, upon withdrawal by the Collateral Agent, Loans to prepay Eurodollar Loans of such Class on the last day of their respective Interest Periods (or, at the direction of the CompanyBorrower, on any earlier date) until all outstanding Loans of such Class have been prepaid or until all the allocable cash on deposit in the Prepayment Account for such Class has been exhausted. For purposes of this Agreement, the term "PREPAYMENT ACCOUNT" for any Class of Loans shall mean an account (which may include the Prepayment Account established under the Security Agreement) established by the Company Borrower with the Collateral Agent and over which the Collateral Agent shall have exclusive dominion and control, including the exclusive right of withdrawal for application in accordance with this SUBSECTION (viii)subsection. The Collateral Agent will, at the request of the CompanyBorrower, invest amounts on deposit in the Prepayment Account for any Class of Loans in Cash Equivalents that mature prior to the last day of the applicable Interest Periods of the Eurodollar Loans of such Class to be prepaid; PROVIDED, HOWEVER, that THAT (i) the Collateral Agent shall not be required to make any investment that, in its sole judgment, would require or cause the Collateral Agent to be in, or would result in any, violation of any Lawlaw, statute, rule or regulation (ii) such Cash Equivalents shall be subjected to a first priority perfected security interest in favor of the Collateral Agent and (iii) if any an Event of Default shall have occurred and be continuing, the selection of such Cash Equivalents investments shall be in the sole discretion of the Collateral Agent. The Company Borrower shall indemnify the Collateral Agent for any losses relating to such the investments in Cash Equivalents so that the amount available to prepay Eurodollar Loans on the last day of the applicable Interest Periods is not less than the amount that would have been available had no investments been made pursuant thereto. Other than any interest or profits earned on such investments, the Prepayment Accounts shall not bear interest. Interest or profits, if any, on the investments in any Prepayment Account shall accumulate in such Prepayment Account until all outstanding Loans of any applicable Class with respect to which amounts have been deposited in the Prepayment Accounts have been prepaid in full, at which time so much thereof as is not required to make payment of the Senior Credit Obligations which have become due and payable (whether by scheduled maturity, acceleration or otherwise) shall be withdrawn by the Collateral Agent on the next Business Day following the day on which the Collateral Agent considers the funds deposited therein to be collected funds and disbursed to the Company or its orderAccount. If the maturity of the Loans has been accelerated pursuant to SECTION 8.02Section 8.2, the Administrative Agent may, in its sole discretion, cause the Collateral Agent to withdraw apply all amounts on deposit in the Prepayment Account for any Class of Loans and apply such funds to satisfy any of the Senior Credit Obligations related to such Class Loans. The Borrower hereby pledges and assigns to the Agent, for its benefit and the benefit of the Lenders, each Prepayment Account established hereunder to secure the Credit Obligations related to such Loans.

Prepayment Accounts. Amounts to be applied as provided in SUBSECTION subsection (vivii) above to the prepayment of Loans of any Class shall be applied first to reduce outstanding Base Rate Loans of such Class. Any amounts remaining after each such application - 64 - shall, at the option of the CompanyBorrower, be applied to prepay Eurodollar Loans of such Class immediately and/or shall be deposited in a separate Prepayment Account (as defined below) for the Loans of such Class. The Administrative Agent shall apply any cash deposited in the Prepayment Account for any Class of Loans, upon withdrawal by the Applicable Collateral Agent, to prepay Eurodollar Loans of such Class on the last day of their respective Interest Periods (or, at the direction of the CompanyBorrower, on any earlier date) until all outstanding Loans of such Class have been prepaid or until all the allocable cash on deposit in the Prepayment Account for such Class has been exhausted. For purposes of this Agreement, the term "PREPAYMENT ACCOUNT" “Prepayment Account” for any Class of Loans shall mean an account (which may include the Prepayment Account established under the Security Agreement) established by the Company Borrower with the Applicable Collateral Agent and over which the Applicable Collateral Agent shall have exclusive dominion and control, including the exclusive right of withdrawal for application in accordance with this SUBSECTION subsection (viiiix). The Applicable Collateral Agent will, at the request of the CompanyBorrower, invest amounts on deposit in the Prepayment Account for any Class of Loans in Cash Equivalents that mature prior to the last day of the applicable Interest Periods of the Eurodollar Loans of such Class to be prepaid; PROVIDEDprovided, HOWEVERhowever, that (i) the Applicable Collateral Agent shall not be required to make any investment that, in its sole judgment, would require or cause the Applicable Collateral Agent to be in, or would result in any, violation of any Law, (ii) such Cash Equivalents shall be subjected to a first priority perfected security interest Requisite Priority Lien in favor of the Collateral Agent Agents and (iii) if any Event of Default shall have occurred and be continuing, the selection of such Cash Equivalents shall be in the sole discretion of the Applicable Collateral Agent. The Company Borrower shall indemnify the Applicable Collateral Agent for any losses relating to such investments in Cash Equivalents so that the amount available to prepay Eurodollar Loans on the last day of the applicable Interest Periods is not less than the amount that would have been available had no investments been made pursuant thereto. Other than any interest or profits earned on such investments, the Prepayment Accounts shall not bear interest. Interest or profits, if any, on the investments in any Prepayment Account shall accumulate in such Prepayment Account until all outstanding Loans of any applicable Class with respect to which amounts have been deposited in the Prepayment Accounts have been prepaid in full, at which time so much thereof as is not required to make payment of the Senior Credit Obligations which have become due and payable (whether by scheduled maturity, acceleration or otherwise) shall be withdrawn by the Applicable Collateral Agent on the next Business Day following the day on which the Applicable Collateral Agent considers the funds deposited therein to be collected funds and disbursed to the Company Borrower or its order. If the maturity of the Loans has been accelerated pursuant to SECTION Section 8.02, the Administrative Agent may, in its sole discretion, cause the Applicable Collateral Agent to withdraw amounts on deposit in the Prepayment Account for any the applicable Class of Loans and and, subject to Section 2.14(d), apply such funds to satisfy any the Credit Obligations of the Senior Credit Obligations related to such applicable Class of Loansor Classes.

Prepayment Accounts. Amounts to be applied as provided in SUBSECTION clause (vib) above to the prepayment of Term Loans of any Class shall be applied first to reduce outstanding Base Rate Loans of such ClassLoans. Any amounts remaining after each such application - 64 - shall, at the option of the CompanyBorrower, be applied to prepay Eurodollar Rate Loans of such Class immediately and/or shall be deposited in a separate Prepayment Account (as defined below) for the Loans of such ClassEurodollar Rate Loans. The Administrative Agent shall apply any cash deposited in the Prepayment Account for any Class of Loans, upon withdrawal by the Collateral Agent, to prepay Eurodollar Rate Loans of such Class on the last day of their respective Interest Periods (or, at the direction of the CompanyBorrower, on any earlier date) until all outstanding Eurodollar Rate Loans of such Class have been prepaid or until all the allocable cash on deposit in the Prepayment Account for such Class has been exhausted. For purposes of this Agreement, the term "PREPAYMENT ACCOUNT" for any Class of Loans “Prepayment Account” shall mean an account (which may include the Prepayment Account established under the Security Agreement) established by the Company Borrower with the Collateral Administrative Agent and over which the Collateral Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal for application in accordance with this SUBSECTION clause (viiic). The Collateral Administrative Agent will, at the request of the CompanyBorrower, invest amounts on deposit in the Prepayment Account for any Class of Loans in Cash Equivalents that mature prior to the last day of the applicable Interest Periods of the Eurodollar Rate Loans of such Class to be prepaid; PROVIDEDprovided, HOWEVERhowever, that (i) the Collateral Administrative Agent shall not be required to make any investment that, in its sole judgment, would require or cause the Collateral Administrative Agent to be in, or would result in any, violation of any Law, (ii) such Cash Equivalents shall be subjected to a first priority perfected security interest in favor of the Collateral Administrative Agent and (iii) if any Event of Default shall have occurred and be continuing, the selection of such Cash Equivalents shall be in the sole discretion of the Collateral Administrative Agent. The Company Borrower shall indemnify the Collateral Administrative Agent for any losses relating to such investments in Cash Equivalents so that the amount available to prepay Eurodollar Rate Loans on the last day of the applicable Interest Periods is not less than the amount that would have been available had no investments been made pursuant theretohereto. Other than any interest BACK or profits earned on such investments, the Prepayment Accounts shall not bear interest. Interest or profits, if any, on the investments in any Prepayment Account shall accumulate in such Prepayment Account until all outstanding Loans and, so long as no Event of any applicable Class with respect to which amounts have been deposited in the Prepayment Accounts have been prepaid in fullDefault has occurred and is continuing, at which time so much thereof as is not required to make payment of the Senior Credit Obligations which have become due and payable (whether by scheduled maturity, acceleration or otherwise) shall be withdrawn paid by the Collateral Administrative Agent on the next Business Day following the day on which the Collateral Agent considers the funds deposited therein to be collected funds and disbursed to the Company or its orderBorrower at the end of each fiscal quarter. If the maturity of the Term Loans has been accelerated pursuant to SECTION Section 8.02, the Administrative Agent may, in its sole discretion, cause the Collateral Agent to withdraw amounts on deposit in the Prepayment Account for any Class of Loans and apply such funds to satisfy any of the Senior Credit Obligations related Obligations. The Borrower hereby pledges and assigns to such Class the Administrative Agent, for its benefit and the benefit of Loansthe Lenders, each Prepayment Account established to secure the Obligations.

Prepayment Accounts. Amounts to be applied as provided in SUBSECTION subsection (viv) above to the prepayment of Loans of any Class shall be applied first to reduce outstanding Base Rate Loans of such ClassLoans. Any amounts remaining after each such application - 64 - shall, at the option of the CompanyBorrower, be applied to prepay Eurodollar Loans of such Class immediately and/or shall be deposited in a separate Prepayment Account (as defined below) for the Loans of such Class). The Administrative Agent shall apply any cash deposited in the Prepayment Account for any Class of Loans, upon withdrawal by the Collateral Agent, Eurodollar Loans to prepay Eurodollar such Loans of such Class on the last day of their respective Interest Periods (or, at the direction of the CompanyBorrower, on any earlier date) until all outstanding Eurodollar Loans of such Class have been prepaid or until all the allocable cash on deposit in the Prepayment Account for such Class Loans has been exhausted. For purposes of this Amended Agreement, the term "PREPAYMENT ACCOUNTPrepayment Account" for any Class of Eurodollar Loans shall mean an account (which may include the Prepayment Account established under the Security Agreement) established by the Company Borrower with the Collateral Administrative Agent and over which the Collateral Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal for application in accordance with this SUBSECTION (viii)subsection. The Collateral Administrative Agent will, at the request of the CompanyBorrower, invest amounts on deposit in the Prepayment Account for any Class of Eurodollar Loans in Cash Equivalents that mature prior to the last day of the applicable Interest Periods of the Eurodollar Loans of such Class to be prepaid; PROVIDEDprovided, HOWEVERhowever, that (i) the Collateral Administrative Agent shall not be required to make any investment that, in its sole judgment, would require or cause the Collateral Administrative Agent to be in, or would result in any, violation of any Lawlaw, statute, rule or regulation, (ii) such Cash Equivalents shall be subjected to a first priority perfected security interest in favor of the Collateral Administrative Agent and (iii) if any an Event of Default shall have occurred and be continuing, the selection of such Cash Equivalents shall be in the sole discretion of the Collateral Administrative Agent. The Company Borrower shall indemnify the Collateral Administrative Agent for any losses relating to such investments in Cash Equivalents so that the amount available to prepay Eurodollar Loans on the last day of the applicable Interest Periods is not less than the amount that would have been available had no investments been made pursuant thereto. Other than any interest or profits earned on such investments, the Prepayment Accounts shall not bear interest. Interest or profits, if any, on the investments in any Prepayment Account shall accumulate in such Prepayment Account until all outstanding Loans of any applicable Class with respect to which amounts have been deposited in the Prepayment Accounts have been prepaid in full, at which time so much thereof as is not required to make payment of the Senior Credit Obligations which have become due and payable (whether by scheduled maturity, acceleration or otherwise) shall be withdrawn by the Collateral Agent on the next Business Day following the day on which the Collateral Agent considers the funds deposited therein to be collected funds and disbursed to the Company or its orderAccount. If the maturity of the Loans has been accelerated pursuant to SECTION 8.02Section 8.2, the Administrative Agent may, in its sole discretion, cause the Collateral Agent to withdraw apply all amounts on deposit in the Prepayment Account for any Class of Eurodollar Loans and apply such funds to satisfy any of the Senior Credit Obligations related to such Class Loans. The Borrower hereby pledges and assigns to the Administrative Agent, for its benefit and the benefit of Loansthe Lenders, each Prepayment Account established hereunder to secure the Credit Obligations.

Prepayment Accounts. Amounts to be applied as provided in SUBSECTION clause (vib) above to the prepayment of Loans of any Class shall be applied first to reduce outstanding Base Rate Loans of such ClassLoans. Any amounts remaining after each such application - 64 - shall, at the option of the CompanyBorrower, be applied to prepay Eurodollar Rate Loans of such Class immediately and/or shall be deposited in a separate Prepayment Account (as defined below) for the Loans of such ClassEurodollar Rate Loans. The Administrative Agent shall apply any cash deposited in the Prepayment Account for any Class of Loans, upon withdrawal by the Collateral Agent, to prepay Eurodollar Rate Loans of such Class on the last day of their respective Interest Periods (or, at the direction of the CompanyBorrower, on any earlier date) until all outstanding Eurodollar Rate Loans of such Class have been prepaid or until all the allocable cash on deposit in the Prepayment Account for such Class has been exhausted. For purposes of this Agreement, the term "PREPAYMENT ACCOUNT" for any Class of Loans “Prepayment Account” shall mean an account (which may include the Prepayment Account established under the Security Agreement) established by the Company Borrower with the Collateral Administrative Agent and over which the Collateral Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal for application in accordance Table of Contents with this SUBSECTION clause (viiic). The Collateral Administrative Agent will, at the request of the CompanyBorrower, invest amounts on deposit in the Prepayment Account for any Class of Loans in Cash Equivalents that mature prior to the last day of the applicable Interest Periods of the Eurodollar Rate Loans of such Class to be prepaid; PROVIDEDprovided, HOWEVERhowever, that (i) the Collateral Administrative Agent shall not be required to make any investment that, in its sole judgment, would require or cause the Collateral Administrative Agent to be in, or would result in any, violation of any Law, (ii) such Cash Equivalents shall be subjected to a first priority perfected security interest in favor of the Collateral Administrative Agent and (iii) if any Event of Default shall have occurred and be continuing, the selection of such Cash Equivalents shall be in the sole discretion of the Collateral Administrative Agent. The Company Borrower shall indemnify the Collateral Administrative Agent for any losses relating to such investments in Cash Equivalents so that the amount available to prepay Eurodollar Rate Loans on the last day of the applicable Interest Periods is not less than the amount that would have been available had no investments been made pursuant theretohereto. Other than any interest or profits earned on such investments, the Prepayment Accounts shall not bear interest. Interest or profits, if any, on the investments in any Prepayment Account shall accumulate in such Prepayment Account until all outstanding Loans and, so long as no Event of any applicable Class with respect to which amounts have been deposited in the Prepayment Accounts have been prepaid in fullDefault has occurred and is continuing, at which time so much thereof as is not required to make payment of the Senior Credit Obligations which have become due and payable (whether by scheduled maturity, acceleration or otherwise) shall be withdrawn paid by the Collateral Administrative Agent on the next Business Day following the day on which the Collateral Agent considers the funds deposited therein to be collected funds and disbursed to the Company or its orderBorrower at the end of each fiscal quarter. If the maturity of the Loans has been accelerated pursuant to SECTION Section 8.02, the Administrative Agent may, in its sole discretion, cause the Collateral Agent to withdraw amounts on deposit in the Prepayment Account for any Class of Loans and apply such funds to satisfy any of the Senior Credit Obligations related Obligations. The Borrower hereby pledges and assigns to such Class the Administrative Agent, for its benefit and the benefit of Loansthe Lenders, each Prepayment Account established to secure the Obligations.

Prepayment Accounts. Amounts to be applied as provided ------------------- in SUBSECTION clause (vib) above to the prepayment of Loans of any Class shall be applied first to reduce outstanding Base Rate Loans of such ClassLoans. Any amounts remaining after each such application - 64 - shall, at the option of the CompanyBorrower, be applied to prepay Eurodollar Rate Loans of such Class immediately and/or shall be deposited in a separate Prepayment Account (as defined below) for the Loans of such ClassEurodollar Rate Loans. The Administrative Agent shall apply any cash deposited in the Prepayment Account for any Class of Loans, upon withdrawal by the Collateral Agent, to prepay Eurodollar Rate Loans of such Class on the last day of their respective Interest Periods (or, at the direction of the CompanyBorrower, on any earlier date) until all outstanding Eurodollar Rate Loans of such Class have been prepaid or until all the allocable cash on deposit in the Prepayment Account for such Class has been exhausted. For purposes of this Agreement, the term "PREPAYMENT ACCOUNTPrepayment ---------- Account" for any Class of Loans shall mean an account (which may include the Prepayment Account established under the Security Agreement) established by the Company Borrower with the Collateral ------- Administrative Agent and over which the Collateral Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal for application in accordance with this SUBSECTION clause (viiic). The Collateral Administrative Agent will, at the request of the CompanyBorrower, invest amounts on deposit in the Prepayment Account for any Class of Loans in Cash Equivalents that mature prior to the last day of the applicable Interest Periods of the Eurodollar Rate Loans of such Class to be prepaid; PROVIDEDprovided, HOWEVERhowever, that (i) -------- ------- the Collateral Administrative Agent shall not be 57 required to make any investment that, in its sole judgment, would require or cause the Collateral Administrative Agent to be in, or would result in any, violation of any Law, (ii) such Cash Equivalents shall be subjected to a first priority perfected security interest in favor of the Collateral Administrative Agent and (iii) if any Event of Default shall have occurred and be continuing, the selection of such Cash Equivalents shall be in the sole discretion of the Collateral Administrative Agent. The Company Borrower shall indemnify the Collateral Administrative Agent for any losses relating to such investments in Cash Equivalents so that the amount available to prepay Eurodollar Rate Loans on the last day of the applicable Interest Periods is not less than the amount that would have been available had no investments been made pursuant theretohereto. Other than any interest or profits earned on such investments, the Prepayment Accounts shall not bear interest. Interest or profits, if any, on the investments in any Prepayment Account shall accumulate in such Prepayment Account until all outstanding Loans and, so long as no Event of any applicable Class with respect to which amounts have been deposited in the Prepayment Accounts have been prepaid in fullDefault has occurred and is continuing, at which time so much thereof as is not required to make payment of the Senior Credit Obligations which have become due and payable (whether by scheduled maturity, acceleration or otherwise) shall be withdrawn paid by the Collateral Administrative Agent on the next Business Day following the day on which the Collateral Agent considers the funds deposited therein to be collected funds and disbursed to the Company or its orderBorrower at the end of each fiscal quarter. If the maturity of the Loans has been accelerated pursuant to SECTION Section 8.02, the ------------ Administrative Agent may, in its sole discretion, cause the Collateral Agent to withdraw amounts on deposit in the Prepayment Account for any Class of Loans and apply such funds to satisfy any of the Senior Credit Obligations related Obligations. The Borrower hereby pledges and assigns to such Class the Administrative Agent, for its benefit and the benefit of Loansthe Lenders, each Prepayment Account established to secure the Obligations.

Prepayment Accounts. Amounts to be applied as provided in SUBSECTION subsection (viix) above to the prepayment of Domestic Revolving Loans of any Class or Term B Loans shall be applied first to reduce outstanding Base Rate Loans of such Class. Any amounts remaining after each such application - 64 - application, and any amount to be applied as provided in subsection (ix) above to the prepayment of Multi-Currency Revolving Loans, shall, at the option of the CompanyBorrower, be applied to prepay Eurodollar Eurocurrency Loans of such the relevant Class immediately and/or shall be deposited in a separate Prepayment Account (as defined below) for the Loans of such Class. The Administrative Agent shall apply any cash deposited in the Prepayment Account for any Class of Loans, upon withdrawal by the Collateral Agent, to prepay Eurodollar Eurocurrency Loans of such Class on the last day of their respective Interest Periods (or, at the direction of the CompanyBorrower, on any earlier date) until all outstanding Loans of such Class have been prepaid or until all the allocable cash on deposit in the Prepayment Account for such Class has been exhausted. Concurrently with such application, the aggregate amount of any interest or profits earned on the amount so applied shall be withdrawn by the Collateral Agent and paid to the order of the Borrower. For purposes of this Agreement, the term "PREPAYMENT ACCOUNT" “Prepayment Account” for any Class of Loans shall mean an account (which may include the Prepayment Account established under the Security Agreement) established by the Company Borrower with the Collateral Agent and over which the Collateral Agent shall have exclusive dominion and control, including the exclusive right of withdrawal for application in accordance with this SUBSECTION subsection (viiixi). The Collateral Agent will, at the request of the CompanyBorrower, invest amounts on deposit in the Prepayment Account for any Class of Loans in Cash Equivalents that mature prior to the last day of the applicable Interest Periods of the Eurodollar Eurocurrency Loans of such Class to be prepaid; PROVIDEDprovided, HOWEVERhowever, that (i) the Collateral Agent shall not be required to make any investment that, in its sole judgment, would require or cause the Collateral Agent to be in, or would result in any, violation of any Law, (ii) such Cash Equivalents shall be subjected to a first priority perfected security interest in favor of the Collateral Agent and (iii) if any Event of Default shall have occurred and be continuing, the selection of such Cash Equivalents shall be in the sole discretion of the Collateral Agent. The Company Borrower shall indemnify the Collateral Agent for any losses relating to such investments in Cash Equivalents so that the amount available to prepay Eurodollar Eurocurrency Loans on the last day of the applicable Interest Periods is not less than the amount that would have been available had no investments been made pursuant thereto. Other than any interest or profits earned on such investments, the Prepayment Accounts shall not bear interest. Interest or profits, if any, on the investments in any Prepayment Account shall accumulate in such Prepayment Account until all outstanding Loans of any applicable Class with respect to which amounts have been deposited in the Prepayment Accounts have been prepaid in full, at which time so much thereof as is not required to make payment of the Senior Credit Obligations which have become due and payable (whether by scheduled maturity, acceleration or otherwise) shall be withdrawn by the Collateral Agent on the next Business Day following the day on which the Collateral Agent considers the funds deposited therein to be collected funds and disbursed paid to the Company or its orderBorrower as provided above. If the maturity of the Loans has been accelerated pursuant to SECTION Section 8.02, the Administrative Agent may, in its sole discretion, cause the Collateral Agent to withdraw amounts on deposit in the Prepayment Account for any Class of Loans and apply such funds to satisfy any of the Senior Credit Obligations related to such Class of Loans.

Prepayment Accounts. Amounts to be applied as provided in SUBSECTION subsection (viv) above to the prepayment of Loans of any Class shall be applied first to reduce outstanding Base Rate Loans of such ClassLoans. Any amounts remaining after each such application - 64 - shall, at the option of the CompanyBorrower, be applied to prepay Eurodollar Loans of such Class immediately and/or shall be deposited in a separate Prepayment Account (as defined below) for the Loans of such Class). The Administrative Agent shall apply any cash deposited in the Prepayment Account for any Class of Loans, upon withdrawal by the Collateral Agent, Eurodollar Loans to prepay Eurodollar such Loans of such Class on the last day of their respective Interest Periods (or, at the direction of the CompanyBorrower, on any earlier date) until all outstanding Eurodollar Loans of such Class have been prepaid or until all the allocable cash on deposit in the Prepayment Account for such Class Loans has been exhausted. For purposes of this Agreement, the term "PREPAYMENT ACCOUNT" for any Class of Eurodollar Loans shall mean an account (which may include the Prepayment Account established under the Security Agreement) established by the Company Borrower with the Collateral Administrative Agent and over which the Collateral Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal for application in accordance with this SUBSECTION (viii)subsection. The Collateral Administrative Agent will, at the request of the CompanyBorrower, invest amounts on deposit in the Prepayment Account for any Class of Eurodollar Loans in Cash Equivalents that mature prior to the last day of the applicable Interest Periods of the Eurodollar Loans of such Class to be prepaid; PROVIDED, HOWEVER, that (i) the Collateral Administrative Agent shall not be required to make any investment that, in its sole judgment, would require or cause the Collateral Administrative Agent to be in, or would result in any, violation of any Lawlaw, statute, rule or regulation, (ii) such Cash Equivalents shall be subjected to a first priority perfected security interest in favor of the Collateral Administrative Agent and (iii) if any an Event of Default shall have occurred and be continuing, the selection of such Cash Equivalents shall be in the sole discretion of the Collateral Administrative Agent. The Company Borrower shall indemnify the Collateral Administrative Agent for any losses relating to such investments in Cash Equivalents so that the amount available to prepay Eurodollar Loans on the last day of the applicable Interest Periods is not less than the amount that would have been available had no investments been made pursuant thereto. Other than any interest or profits earned on such investments, the Prepayment Accounts shall not bear interest. Interest or profits, if any, on the investments in any Prepayment Account shall accumulate in such Prepayment Account until all outstanding Loans of any applicable Class with respect to which amounts have been deposited in the Prepayment Accounts have been prepaid in full, at which time so much thereof as is not required to make payment of the Senior Credit Obligations which have become due and payable (whether by scheduled maturity, acceleration or otherwise) shall be withdrawn by the Collateral Agent on the next Business Day following the day on which the Collateral Agent considers the funds deposited therein to be collected funds and disbursed to the Company or its orderAccount. If the maturity of the Loans has been accelerated pursuant to SECTION 8.02Section 8.2, the Administrative Agent may, in its sole discretion, cause the Collateral Agent to withdraw apply all amounts on deposit in the Prepayment Account for any Class of Eurodollar Loans and apply such funds to satisfy any of the Senior Credit Obligations related to such Class Loans. The Borrower hereby pledges and assigns to the Administrative Agent, for its benefit and the benefit of Loansthe Lenders, each Prepayment Account established hereunder to secure the Credit Obligations.

Prepayment Accounts. Amounts to be applied as provided in SUBSECTION ------------------- subsection (viii) and (iii) above to the prepayment of Loans of any Class shall be applied first to reduce outstanding Base Rate Loans of such ClassLoans. Any amounts remaining after each such application - 64 - shall, at the option of the CompanyBorrower, be applied to prepay Eurodollar Loans of such Class immediately and/or shall be deposited in a separate Prepayment Account (as defined below) for the Loans of such Class). The Administrative Agent shall apply any cash deposited in the Prepayment Account for any Class of Loans, upon withdrawal by the Collateral Agent, Eurodollar Loans to prepay Eurodollar such Loans of such Class on the last day of their respective Interest Periods (or, at the direction of the CompanyBorrower, on any earlier date) until all outstanding Eurodollar Loans of such Class have been prepaid or until all the allocable cash on deposit in the Prepayment Account for such Class Loans has been exhausted. For purposes of this Agreement, the term "PREPAYMENT ACCOUNTPrepayment Account" for any Class of ------------------ Eurodollar Loans shall mean an account (which may include the Prepayment Account established under the Security Agreement) established by the Company Borrower with the Collateral Agent and over which the Collateral Agent shall have exclusive dominion and control, including the exclusive right of withdrawal for application in accordance with this SUBSECTION (viii)subsection. The Collateral Agent will, at the request of the CompanyBorrower, invest amounts on deposit in the Prepayment Account for any Class of Eurodollar Loans in Cash Equivalents that mature prior to the last day of the applicable Interest Periods of the Eurodollar Loans of such Class to be prepaid; PROVIDEDprovided, HOWEVERhowever, that -------- ------- (i) the Collateral Agent shall not be required to make any investment that, in its sole judgment, would require or cause the Collateral Agent to be in, or would result in any, violation of any Lawlaw, statute, rule or regulation, (ii) such Cash Equivalents shall be subjected to a first priority perfected security interest in favor of the Collateral Agent and (iii) if any an Event of Default shall have occurred and be continuing, the selection of such Cash Equivalents shall be in the sole discretion of the Collateral Agent. The Company Borrower shall indemnify the Collateral Agent for any losses relating to such investments in Cash Equivalents so that the amount available to prepay Eurodollar Loans on the last day of the applicable Interest Periods is not less than the amount that would have been available had no investments been made pursuant theretothereto except for any losses arising out of the gross negligence or willful misconduct of the Agent. Other than any interest or profits earned on such investments, the Prepayment Accounts shall not bear interest. Interest or profits, if any, on the investments in any Prepayment Account shall accumulate in such Prepayment Account until all outstanding Loans of any applicable Class with respect to which amounts have been deposited in the Prepayment Accounts have been prepaid in full, at which time so much thereof as is not required to make payment of the Senior Credit Obligations which have become due and payable (whether by scheduled maturity, acceleration or otherwise) shall be withdrawn by the Collateral Agent on the next Business Day following the day on which the Collateral Agent considers the funds deposited therein to be collected funds and disbursed to the Company or its orderAccount. If the maturity of the Loans has been accelerated pursuant to SECTION 8.02Section 8.2, the Administrative Agent may, in its sole discretion, cause the Collateral Agent to withdraw apply all amounts on deposit in the Prepayment Account for any Class of Eurodollar Loans and apply such funds to satisfy any of the Senior Credit Obligations related to such Class Eurodollar Loans. The Borrower hereby pledges and assigns to the Agent, for its benefit and the benefit of Loansthe Lenders, each Prepayment Account established hereunder to secure the Credit Obligations.

Prepayment Accounts. Amounts to be applied as provided in SUBSECTION subsection (viiv) above to the prepayment of Loans of any Class (i) shall be applied first to reduce ratably outstanding Term Loans and Acquisition Loans in inverse order of maturity; (ii) second, any amount remaining after such deposit, shall be applied to reduce the Base Rate Loans of such Class. Any Revolving Loans; and (iii) third, any amounts remaining after each such application - 64 - shall, at the option of the CompanyBorrower, be applied to prepay Eurodollar Revolving Loans of such Class immediately and/or shall be deposited in a separate Prepayment Account (as defined below) prepayment account for the Loans of such ClassEurodollar Revolving Loans. The Administrative Agent shall apply any cash deposited in the Prepayment Account for any Class of Loans, upon withdrawal by the Collateral Agent, Loans to prepay Eurodollar Loans of such Class on the last day of their respective Interest Periods (or, at the direction of the CompanyBorrower, on any earlier date) until all outstanding Loans of such Class have been prepaid or until all the allocable cash on deposit in the Prepayment Account for such Class has been exhausted. For purposes of this Agreement, the term "PREPAYMENT ACCOUNT" for any Class of Loans shall mean an account (which may include the Prepayment Account established under the Security Agreement) established by the Company Borrower with the Collateral Agent and over which the Collateral Agent shall have exclusive dominion and control, including the exclusive right of withdrawal for application in accordance with this SUBSECTION (viii)subsection. The Collateral Agent will, at the request of the CompanyBorrower, invest amounts on deposit in the Prepayment Account for any Class of Loans in Cash Equivalents that mature prior to the last day of the applicable Interest Periods of the Eurodollar Loans of such Class to be prepaid; PROVIDED, HOWEVER, that THAT (i) the Collateral Agent shall not be required to make any investment that, in its sole judgment, would require or cause the Collateral Agent to be in, or would result in any, violation of any Lawlaw, statute, rule or regulation, (ii) such Cash Equivalents shall be subjected to a first priority perfected security interest in favor of the Collateral Agent and (iii) if any an Event of Default shall have occurred and be continuing, the selection of such Cash Equivalents investments shall be in the sole discretion of the Collateral Agent. The Company Borrower shall indemnify the Collateral Agent for any losses, other than losses due solely to the Agent's gross negligence, relating to such the investments in Cash Equivalents so that the amount available to prepay Eurodollar Loans on the last day of the applicable Interest Periods is not less than the amount that would have been available had no investments been made pursuant thereto. Other than any interest or profits earned on such investments, the Prepayment Accounts shall not bear interest. Interest or profits, if any, on the investments in any Prepayment Account shall accumulate in such Prepayment Account until all outstanding Loans of any applicable Class with respect to which amounts have been deposited in the Prepayment Accounts have been prepaid in full, at which time so much thereof as is not required to make payment of the Senior Credit Obligations which have become due and payable (whether by scheduled maturity, acceleration or otherwise) shall be withdrawn by the Collateral Agent on the next Business Day following the day on which the Collateral Agent considers the funds deposited therein to be collected funds and disbursed to the Company or its orderAccount. If the maturity of the Loans has been accelerated pursuant to SECTION 8.02Section 8.2, the Administrative Agent may, in its sole discretion, cause the Collateral Agent to withdraw apply all amounts on deposit in the Prepayment Account for any Class of Loans and apply such funds to satisfy any of the Senior Credit Obligations related to such Class Loans. The Borrower hereby pledges and assigns to the Agent, for its benefit and the benefit of the Lenders, each Prepayment Account established hereunder to secure the Credit Obligations related to such Loans.

Prepayment Accounts. Amounts to be applied as provided in SUBSECTION (viVI) above to the prepayment of Loans of any Class shall be applied first to reduce outstanding Base Rate Loans of such Class. Any amounts remaining after each such application - 64 - shall, at the option of the Company, be applied to prepay Eurodollar Loans of such Class immediately and/or shall be deposited in a separate Prepayment Account (as defined below) for the Loans of such Class. The Administrative Agent shall apply any cash deposited in the Prepayment Account for any Class of Loans, upon withdrawal by the Collateral Agent, to prepay Eurodollar Loans of such Class on the last day of their respective Interest Periods (or, at the direction of the Company, on any earlier date) until all outstanding Loans of such Class have been prepaid or until all the allocable cash on deposit in the Prepayment Account for such Class has been exhausted. For purposes of this Agreement, the term "PREPAYMENT ACCOUNT" for any Class of Loans shall mean an account (which may include the Prepayment Account established under the Security Agreement) established by the Company with the Collateral Agent and over which the Collateral Agent shall have exclusive dominion and control, including the exclusive right of withdrawal for application in accordance with this SUBSECTION (viiiVIII). The Collateral Agent will, at the request of the Company, invest amounts on deposit in the Prepayment Account for any Class of Loans in Cash Equivalents that mature prior to the last day of the applicable Interest Periods of the Eurodollar Loans of such Class to be prepaid; PROVIDED, HOWEVER, that (i) the Collateral Agent shall not be required to make any investment that, in its sole judgment, would require or cause the Collateral Agent to be in, or would result in any, violation of any Law, (ii) such Cash Equivalents shall be subjected to a first priority perfected security interest in favor of the Collateral Agent and (iii) if any Event of Default shall have occurred and be continuing, the selection of such Cash Equivalents shall be in the sole discretion of the Collateral Agent. The Company shall indemnify the Collateral Agent for any losses relating to such investments in Cash Equivalents so that the amount available to prepay Eurodollar Loans on the last day of the applicable Interest Periods is not less than the amount that would have been available had no investments been made pursuant thereto. Other than any interest or profits earned on such investments, the Prepayment Accounts shall not bear interest. Interest or profits, if any, on the investments in any Prepayment Account shall accumulate in such Prepayment Account until all outstanding Loans of any applicable Class with respect to which amounts have been deposited in the Prepayment Accounts have been prepaid in full, at which time so much thereof as is not required to make payment of the Senior Credit Obligations which have become due and payable (whether by scheduled maturity, acceleration or otherwise) shall be withdrawn by the Collateral Agent on the next Business Day following the day on which the Collateral Agent considers the funds deposited therein to be collected funds and disbursed to the Company or its order. If the maturity of the Loans has been accelerated pursuant to SECTION 8.02, the Administrative Agent may, in its sole discretion, cause the Collateral Agent to withdraw amounts on deposit in the Prepayment Account for any Class of Loans and apply such funds to satisfy any of the Senior Credit Obligations related to such Class of Loans.

Prepayment Accounts. Amounts to be applied as provided in SUBSECTION clause (vib) above to the prepayment of Loans of any Class shall be applied first to reduce outstanding Base Rate Loans of such ClassLoans. Any amounts remaining after each such application - 64 - shall, at the option of the CompanyBorrower, be applied to prepay Eurodollar Rate Loans of such Class immediately and/or shall be deposited in a separate Prepayment Account (as defined below) for the Loans of such ClassEurodollar Rate Loans. The Administrative Agent shall apply any cash deposited in the Prepayment Account for any Class of Loans, upon withdrawal by the Collateral Agent, to prepay Eurodollar Rate Loans of such Class on the last day of their respective Interest Periods (or, at the direction of the CompanyBorrower, on any earlier date) until all outstanding Loans of such Class have been prepaid or until all the allocable cash on deposit in the Prepayment Account for such Class has been exhausted. For purposes of this Agreement, the term "PREPAYMENT ACCOUNT" “Prepayment Account” for any Class of Loans shall mean an account (which may include the Prepayment Account established under the Security Agreement) established by the Company Borrower with the Collateral Administrative Agent and over which the Collateral Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal for application in accordance with this SUBSECTION clause (viiic). The Collateral Administrative Agent will, at the request of the CompanyBorrower, invest amounts on deposit in the Prepayment Account for any Class of Loans in Cash Equivalents selected by the Borrower that mature prior to the last day of the applicable Interest Periods of the Eurodollar Rate Loans of such Class to be prepaid; PROVIDEDprovided, HOWEVERhowever, that (i) the Collateral Administrative Agent shall not be required to make any investment that, in its sole judgment, would require or cause the Collateral Administrative Agent to be in, or would result in any, violation of any Law, (ii) such Cash Equivalents shall be subjected to a first priority perfected security interest in favor of the Collateral Administrative Agent and (iii) if any Event of Default shall have occurred and be continuing, the selection of such Cash Equivalents shall be in the sole discretion of the Collateral Administrative Agent. The Company Borrower shall indemnify the Collateral Administrative Agent for any losses relating to such investments in Cash Equivalents so that the amount available to prepay Eurodollar Rate Loans on the last day of the applicable Interest Periods is not less than the amount that would have been available had no investments been made pursuant thereto. Other than any interest or profits earned on such investments, the Prepayment Accounts shall not bear interest. Interest or profits, if any, on the investments in any Prepayment Account shall accumulate in such Prepayment Account until all outstanding Loans of any applicable Class with respect to which amounts have been deposited in the Prepayment Accounts have been prepaid in full, at which time so much thereof as is not required to make payment of the Senior Credit Obligations which have become due and payable (whether by scheduled maturity, acceleration or otherwise) shall be withdrawn by the Collateral Agent on the next Business Day following the day on which the Collateral Agent considers the funds deposited therein to be collected funds and disbursed to the Company or its orderAccount. If the maturity of the Loans has been accelerated pursuant to SECTION Section 8.02, the Administrative Agent may, in its sole discretion, cause the Collateral Agent to withdraw amounts on deposit in the Prepayment Account for any Class of Loans and apply such funds to satisfy any of the Senior Credit Obligations related Obligations. The Borrower hereby pledges and assigns to such Class the Administrative Agent, for its benefit and the benefit of Loansthe Lenders, each Prepayment Account established to secure the Obligations.

Prepayment Accounts. Amounts to be applied as provided in SUBSECTION subsection (viiv) above to the prepayment of Loans of any Class (i) shall be applied first to reduce ratably outstanding Term Loans and Acquisition Loans in inverse order of maturity; (ii) second, any amount remaining after such deposit, shall be applied to reduce the Base Rate Loans of such Class. Any Revolving Loans; and (iii) third, any amounts remaining after each such application - 64 - shall, at the option of the CompanyBorrower, be applied to prepay Eurodollar Revolving Loans of such Class immediately and/or shall be deposited in a separate Prepayment Account (as defined below) prepayment account for the Loans of such ClassEurodollar Revolving Loans. The Administrative Agent shall apply any cash deposited in the Prepayment Account for any Class of Loans, upon withdrawal by the Collateral Agent, Loans to prepay Eurodollar Loans of such Class on the last day of their respective Interest Periods (or, at the direction of the CompanyBorrower, on any earlier date) until all outstanding Loans of such Class have been prepaid or until all the allocable cash on deposit in the Prepayment Account for such Class has been exhausted. For purposes of this Agreement, the term "PREPAYMENT ACCOUNTPrepayment Account" for any Class of Loans shall mean an account (which may include the Prepayment Account established under the Security Agreement) established by the Company Borrower with the Collateral Agent and over which the Collateral Agent shall have exclusive dominion and control, including the exclusive right of withdrawal for application in accordance with this SUBSECTION (viii)subsection. The Collateral Agent will, at the request of the CompanyBorrower, invest amounts on deposit in the Prepayment Account for any Class of Loans in Cash Equivalents that mature prior to the last day of the applicable Interest Periods of the Eurodollar Loans of such Class to be prepaid; PROVIDED, HOWEVERprovided, that (i) the Collateral Agent shall not be required to make any investment that, in its sole judgment, would require or cause the Collateral Agent to be in, or would result in any, violation of any Lawlaw, statute, rule or regulation, (ii) such Cash Equivalents shall be subjected to a first priority perfected security interest in favor of the Collateral Agent and (iii) if any an Event of Default shall have occurred and be continuing, the selection of such Cash Equivalents investments shall be in the sole discretion of the Collateral Agent. The Company Borrower shall indemnify the Collateral Agent for any losses, other than losses due solely to the Agent's gross negligence, relating to such the investments in Cash Equivalents so that the amount available to prepay Eurodollar Loans on the last day of the applicable Interest Periods is not less than the amount that would have been available had no investments been made pursuant thereto. Other than any interest or profits earned on such investments, the Prepayment Accounts shall not bear interest. Interest or profits, if any, on the investments in any Prepayment Account shall accumulate in such Prepayment Account until all outstanding Loans of any applicable Class with respect to which amounts have been deposited in the Prepayment Accounts have been prepaid in full, at which time so much thereof as is not required to make payment of the Senior Credit Obligations which have become due and payable (whether by scheduled maturity, acceleration or otherwise) shall be withdrawn by the Collateral Agent on the next Business Day following the day on which the Collateral Agent considers the funds deposited therein to be collected funds and disbursed to the Company or its orderAccount. If the maturity of the Loans has been accelerated pursuant to SECTION 8.02Section 8.2, the Administrative Agent may, in its sole discretion, cause the Collateral Agent to withdraw apply all amounts on deposit in the Prepayment Account for any Class of Loans and apply such funds to satisfy any of the Senior Credit Obligations related to such Class Loans. The Borrower hereby pledges and assigns to the Agent, for its benefit and the benefit of the Lenders, each Prepayment Account established hereunder to secure the Credit Obligations related to such Loans.

Prepayment Accounts. Amounts to be applied as provided in SUBSECTION subsection (vi) above to the prepayment of Revolving Loans of any Class or Term Loans shall be applied first to reduce outstanding Base Rate Loans of such ClassLoans. Any amounts remaining after each such application - 64 - shall, at the option of the CompanyBorrower, be applied to prepay Eurodollar Loans of such Class immediately and/or shall be deposited in a separate Prepayment Account (as defined below) for the Loans of such ClassLoans. The Administrative Agent shall apply any cash deposited in the Prepayment Account for any Class of Loans, upon withdrawal by the Collateral Agent, to prepay Eurodollar Loans of such Class on the last day of their respective Interest Periods (or, at the direction of the CompanyBorrower, on any earlier date) until all outstanding Loans of such Class have been prepaid or until all the allocable cash on deposit in the Prepayment Account for such Class has been exhausted. Concurrently with such application, the aggregate amount of any interest or profits earned on the amount so applied shall be withdrawn by the Collateral Agent and paid to the order of the Borrower. For purposes of this Agreement, the term "PREPAYMENT ACCOUNT" “Prepayment Account” for any Class of Loans shall mean an account (which may include the Prepayment Account established under the Security Agreement) established by the Company Borrower with the Collateral Agent and over which the Collateral Agent shall have exclusive dominion and control, including the exclusive right of withdrawal for application in accordance with this SUBSECTION subsection (viiivii). The Collateral Agent will, at the request of the CompanyBorrower, invest amounts on deposit in the Prepayment Account for any Class of Loans in Cash Equivalents that mature prior to the last day of the applicable Interest Periods of the Eurodollar Loans of such Class to be prepaid; PROVIDEDprovided, HOWEVERhowever, that (i) the Collateral Agent shall not be required to make any investment that, in its sole judgment, would require or cause the Collateral Agent to be in, or would result in any, violation of any Law, (ii) such Cash Equivalents shall be subjected to a first priority perfected security interest in favor of the Collateral Agent and (iii) if any Event of Default shall have occurred and be continuing, the selection of such Cash Equivalents shall be in the sole discretion of the Collateral Agent. The Company Borrower shall indemnify the Collateral Agent for any losses relating to such investments in Cash Equivalents so that the amount available to prepay Eurodollar Loans on the last day of the applicable Interest Periods is not less than the amount that would have been available had no investments been made pursuant thereto. Other than any interest or profits earned on such investments, the Prepayment Accounts shall not bear interest. Interest or profits, if any, on the investments in any Prepayment Account shall accumulate in such Prepayment Account until all outstanding Loans of any applicable Class with respect to which amounts have been deposited in the Prepayment Accounts have been prepaid in full, at which time so much thereof as is not required to make payment of the Senior Credit Obligations which have become due and payable (whether by scheduled maturity, acceleration or otherwise) shall be withdrawn by the Collateral Agent on the next Business Day following the day on which the Collateral Agent considers the funds deposited therein to be collected funds and disbursed paid to the Company or its orderBorrower as provided above. If the maturity of the Loans has been accelerated pursuant to SECTION Section 8.02, the Administrative Agent may, in its sole discretion, cause the Collateral Agent to withdraw amounts on deposit in the Prepayment Account for any Class of Loans and apply such funds to satisfy any of the Senior Credit Obligations related to such Class of Loans.

Prepayment Accounts. Amounts to be applied as provided in SUBSECTION subsection (vi) above to the prepayment of Loans of any Class shall be applied first to reduce outstanding Base Rate Loans of such Class. Any amounts remaining after each such application - 64 - shall, at the option of the CompanyBorrower, be applied to prepay Eurodollar Loans of such Class immediately and/or shall be deposited in a separate Prepayment Account (as defined below) for the Loans of such Class. The Administrative Agent shall apply any cash deposited in the Prepayment Account for any Class of Loans, upon withdrawal by the Collateral Agent, to prepay Eurodollar Loans of such Class on the last day of their respective Interest Periods (or, at the direction of the CompanyBorrower, on any earlier date) until all outstanding Loans of such Class have been prepaid or until all the allocable cash on deposit in the Prepayment Account for such Class has been exhausted. For purposes of this Agreement, the term "PREPAYMENT ACCOUNT" “Prepayment Account” for any Class of Loans shall mean an account (which may include the Prepayment Account established under the Security Agreement) established by the Company Borrower with the Collateral Agent and over which the Collateral Agent shall have exclusive dominion and control, including the exclusive right of withdrawal for application in accordance with this SUBSECTION subsection (viii). The Collateral Agent will, at the request of the CompanyBorrower, invest amounts on deposit in the Prepayment Account for any Class of Loans in Cash Equivalents that mature prior to the last day of the applicable Interest Periods of the Eurodollar Loans of such Class to be prepaid; PROVIDEDprovided, HOWEVERhowever, that (i) the Collateral Agent shall not be required to make any investment that, in its sole judgment, would require or cause the Collateral Agent to be in, or would result in any, violation of any Law, (ii) such Cash Equivalents shall be subjected to a first priority perfected security interest Requisite Priority Lien in favor of the Collateral Agent and (iii) if any Event of Default shall have occurred and be continuing, the selection of such Cash Equivalents shall be in the sole discretion of the Collateral Agent. The Company Borrower shall indemnify the Collateral Agent for any losses relating to such investments in Cash Equivalents so that the amount available to prepay Eurodollar Loans on the last day of the applicable Interest Periods is not less than the amount that would have been available had no investments been made pursuant thereto. Other than any interest or profits earned on such investments, the Prepayment Accounts shall not bear interest. Interest or profits, if any, on the investments in any Prepayment Account shall accumulate in such Prepayment Account until all outstanding Loans of any applicable Class with respect to which amounts have been deposited in the Prepayment Accounts have been prepaid in full, at which time so much thereof as is not required to make payment of the Senior Credit Obligations which have become due and payable (whether by scheduled maturity, acceleration or otherwise) shall be withdrawn by the Collateral Agent on the next Business Day following the day on which the Collateral Agent considers the funds deposited therein to be collected funds and disbursed to the Company Borrower or its order. If the maturity of the Loans has been accelerated pursuant to SECTION Section 8.02, the Administrative Agent may, in its sole discretion, cause the Collateral Agent to withdraw amounts on deposit in the Prepayment Account for any the applicable Class of Loans and and, subject to Section 8.03, apply such funds to satisfy any of the Senior Credit Obligations related to such of the applicable Class of Loansor Classes.

Prepayment Accounts. Amounts to be applied as provided in SUBSECTION subsection (vivii) above to the prepayment of Revolving Loans of any Class or Term B Loans shall be applied first to reduce outstanding Base Rate Loans of such Class. Any amounts remaining after each such application - 64 - shall, at the option of the CompanyBorrower, be applied to prepay Eurodollar Loans of such Class immediately and/or shall be deposited in a separate Prepayment Account (as defined below) for the Loans of such Class. The Administrative Agent shall apply any cash deposited in the Prepayment Account for any Class of Loans, upon withdrawal by the Collateral Agent, to prepay Eurodollar Loans of such Class on the last day of their respective Interest Periods (or, at the direction of the CompanyBorrower, on any earlier date) until all outstanding Loans of such Class have been prepaid or until all the allocable cash on deposit in the Prepayment Account for such Class has been exhausted. Concurrently with such application, the aggregate amount of any interest or profits earned on the amount so applied shall be withdrawn by the Collateral Agent and paid to the order of the Borrower. For purposes of this Agreement, the term "PREPAYMENT ACCOUNTPrepayment Account" for any Class of Loans shall mean an account (which may include the Prepayment Account established under the Security Agreement) established by the Company Borrower with the Collateral Agent and over which the Collateral Agent shall have exclusive dominion and control, including the exclusive right of withdrawal for application in accordance with this SUBSECTION subsection (viiiix). The Collateral Agent will, at the request of the CompanyBorrower, invest amounts on deposit in the Prepayment Account for any Class of Loans in Cash Equivalents that mature prior to the last day of the applicable Interest Periods of the Eurodollar Loans of such Class to be prepaid; PROVIDEDprovided, HOWEVERhowever, that (i) the Collateral Agent shall not be required to make any investment that, in its sole judgment, would require or cause the Collateral Agent to be in, or would result in any, violation of any Law, (ii) such Cash Equivalents shall be subjected to a first priority perfected security interest in favor of the Collateral Agent and (iii) if any Event of Default shall have occurred and be continuing, the selection of such Cash Equivalents shall be in the sole discretion of the Collateral Agent. The Company Borrower shall indemnify the Collateral Agent for any losses relating to such investments in Cash Equivalents so that the amount available to prepay Eurodollar Loans on the last day of the applicable Interest Periods is not less than the amount that would have been available had no investments been made pursuant thereto. Other than any interest or profits earned on such investments, the Prepayment Accounts shall not bear interest. Interest or profits, if any, on the investments in any Prepayment Account shall accumulate in such Prepayment Account until all outstanding Loans of any applicable Class with respect to which amounts have been deposited in the Prepayment Accounts have been prepaid in full, at which time so much thereof as is not required to make payment of the Senior Credit Obligations which have become due and payable (whether by scheduled maturity, acceleration or otherwise) shall be withdrawn by the Collateral Agent on the next Business Day following the day on which the Collateral Agent considers the funds deposited therein to be collected funds and disbursed paid to the Company or its orderBorrower as provided above. If the maturity of the Loans has been accelerated pursuant to SECTION Section 8.02, the Administrative Agent may, in its sole discretion, cause the Collateral Agent to withdraw amounts on deposit in the Prepayment Account for any Class of Loans and apply such funds to satisfy any of the Senior Credit Obligations related to such Class of Loans.

Prepayment Accounts. Amounts to be applied as provided in SUBSECTION subsection (vivii) above to the prepayment of Revolving Loans of any Class or Term B Loans shall be applied first to reduce outstanding Base Rate Loans of such the applicable Class. Any amounts remaining after each such application - 64 - shall, at the option of the CompanyBorrower, be applied to prepay Eurodollar Loans of such the applicable Class immediately and/or shall be deposited in a separate Prepayment Account (as defined below) for the Loans of such the applicable Class. The Administrative Agent shall apply any cash deposited in the Prepayment Account for any Class of Loans, upon withdrawal by the Collateral Agent, to prepay Eurodollar Loans of such Class on the last day of their respective Interest Periods (or, at the direction of the CompanyBorrower, on any earlier date) until all outstanding Loans of such Class have been prepaid or until all the allocable cash on deposit in the Prepayment Account for such Class has been exhausted. Concurrently with such application, the aggregate amount of any interest or profits earned on the amount so applied shall be withdrawn by the Collateral Agent and paid to the order of the Borrower. For purposes of this Agreement, the term "PREPAYMENT ACCOUNT" “Prepayment Account” for any Class of Loans shall mean an account (which may include the Prepayment Account established under the Security Agreement) established by the Company Borrower with the Collateral Agent and over which the Collateral Agent shall have exclusive dominion and control, including the exclusive right of withdrawal for application in accordance with this SUBSECTION subsection (viiiix). The Collateral Agent will, at the request of the CompanyBorrower, invest amounts on deposit in the Prepayment Account for any Class of Loans in Cash Equivalents that mature prior to the last day of the applicable Interest Periods of the Eurodollar Loans of such Class to be prepaid; PROVIDEDprovided, HOWEVERhowever, that (i) the Collateral Agent shall not be required to make any investment that, in its sole judgment, would require or cause the Collateral Agent to be in, or would result in any, violation of any Law, (ii) such Cash Equivalents shall be subjected to a first priority perfected security interest in favor of the Collateral Agent and (iii) if any Event of Default shall have occurred and be continuing, the selection of such Cash Equivalents shall be in the sole discretion of the Collateral Agent. The Company Borrower shall indemnify the Collateral Agent for any losses relating to such investments in Cash Equivalents so that the amount available to prepay Eurodollar Loans on the last day of the applicable Interest Periods is not less than the amount that would have been available had no investments been made pursuant thereto. Other than any interest or profits earned on such investments, the Prepayment Accounts shall not bear interest. Interest or profits, if any, on the investments in any Prepayment Account shall accumulate in such Prepayment Account until all outstanding Loans of any applicable Class with respect to which amounts have been deposited in the Prepayment Accounts have been prepaid in full, at which time so much thereof as is not required to make payment of the Senior Credit Obligations which have become due and payable (whether by scheduled maturity, acceleration or otherwise) shall be withdrawn by the Collateral Agent on the next Business Day following the day on which the Collateral Agent considers the funds deposited therein to be collected funds and disbursed to the Company or its order. If the maturity of the Loans has been accelerated pursuant to SECTION 8.02, the Administrative Agent may, in its sole discretion, cause the Collateral Agent to withdraw amounts on deposit in the Prepayment Account for any Class of Loans and apply such funds to satisfy any of the Senior Credit Obligations related to such Class of Loans.bear

Prepayment Accounts. Amounts to be applied as provided in SUBSECTION subsection (vi) above to the prepayment of Loans of any Class shall be applied first to reduce outstanding Base Rate Loans of such Class. Any amounts remaining after each such application - 64 - shall, at the option of the CompanyBorrower, be applied to prepay Eurodollar Loans of such Class immediately and/or shall be deposited in a separate Prepayment Account (as defined below) for the Loans of such Class. The Administrative Agent shall apply any cash deposited in the Prepayment Account for any Class of Loans, upon withdrawal by the Collateral Agent, to prepay Eurodollar Loans of such Class on the last day of their respective Interest Periods (or, at the direction of the CompanyBorrower, on any earlier date) until all outstanding Loans of such Class have been prepaid or until all the allocable cash on deposit in the Prepayment Account for such Class has been exhausted. For purposes of this Agreement, the term "PREPAYMENT ACCOUNT" “Prepayment Account” for any Class of Loans shall mean an account (which may include the Prepayment Account established under the Security Agreement) established by the Company Borrower with the Collateral Agent and over which the Collateral Agent shall have exclusive dominion and control, including the exclusive right of withdrawal for application in accordance with this SUBSECTION subsection (viii). The Collateral Agent will, at the request of the CompanyBorrower, invest amounts on deposit in the Prepayment Account for any Class of Loans in Cash Equivalents that mature prior to the last day of the applicable Interest Periods of the Eurodollar Loans of such Class to be prepaid; PROVIDEDprovided, HOWEVERhowever, that (i) the Collateral Agent shall not be required to make any investment that, in its sole judgment, would require or cause the Collateral Agent to be in, or would result in any, violation of any Law, (ii) such Cash Equivalents shall be subjected to a first priority perfected security interest First Priority Lien in favor of the Collateral Agent and (iii) if any Event of Default shall have occurred and be continuing, the selection of such Cash Equivalents shall be in the sole discretion of the Collateral Agent. The Company Borrower shall indemnify the Collateral Agent for any losses relating to such investments in Cash Equivalents so that the amount available to prepay Eurodollar Loans on the last day of the applicable Interest Periods is not less than the amount that would have been available had no investments been made pursuant thereto. Other than any interest or profits earned on such investments, the Prepayment Accounts shall not bear interest. Interest or profits, if any, on the investments in any Prepayment Account shall accumulate in such Prepayment Account until all outstanding Loans of any applicable Class with respect to which amounts have been deposited in the Prepayment Accounts have been prepaid in full, at which time so much thereof as is not required to make payment of the Senior Credit Obligations which have become due and payable (whether by scheduled maturity, acceleration or otherwise) shall be withdrawn by the Collateral Agent on the next Business Day following the day on which the Collateral Agent considers the funds deposited therein to be collected funds and disbursed to the Company Borrower or its order. If the maturity of the Loans has been accelerated pursuant to SECTION Section 8.02, the Administrative Agent may, in its sole discretion, cause the Collateral Agent to withdraw amounts on deposit in the Prepayment Account for any the applicable Class of Loans and and, subject to Section 8.03, apply such funds to satisfy any of the Senior Credit Obligations related to such of the applicable Class of Loansor Classes.