Common use of Mandatory Payment Clause in Contracts

Mandatory Payment. (a) If the Revolving Credit Exposure at any time exceeds the Revolving Borrowing Limit, Borrowers shall, as promptly as practicable, but in no event later than the next Business Day, prepay an aggregate principal amount of the Revolving Loans sufficient to cause the Revolving Credit Exposure not to be in excess of the Revolving Borrowing Limit (without a permanent commitment reduction). (b) [Reserved]. (c) If any Credit Party commences and completes a public or private offering of equity or debt securities (other than (i) a debt offering permitted under Section 5.8 hereof, or (iii) an equity or debt offering by any Credit Party to another Credit Party), then 100% of the Net Cash Proceeds of any such equity or debt offering shall be paid, within ten (10) days of receipt of such Net Cash Proceeds by such Company, to Agent, for the benefit of the Lenders, to be applied as a prepayment of the Loans. The provisions of this Section 2.7(c) shall not be understood to limit the rights and remedies of Agent and the Lenders for any breach of the provisions of this Agreement. (d) If any Credit Party sells or otherwise disposes of any assets (other than assets specifically permitted to be sold or disposed pursuant to Section 5.12 to the extent they have not been made specifically subject to this Section 2.7(d) under the provisions of Section 5.12), then the Net Cash Proceeds in an amount in excess of $25,000 of such sale or disposition shall be paid, within ten (10) days of the receipt of such proceeds, by Borrowers to Agent, for the benefit of the Lenders, to be applied as a prepayment on the Loans; provided, however, that so long as no Default or Event of Default then exists or would exist as a result thereof, Borrowers shall not be required to prepay the Loans with any such Net Cash Proceeds to the extent that Borrowers indicate to the Agent that they (or any Credit Party) intend to reinvest such Net Cash Proceeds within 270 days of receipt thereof in assets used in the business of any Company and which will be subject to a first priority Lien of Agent for the benefit of the Lenders, subject only to Permitted Liens. To the extent any Net Cash Proceeds are not so reinvested within 270 days of receipt thereof, Borrowers shall make the prepayment otherwise provided by this Section 2.7(d). The provisions of this Section 2.7(d) shall not be understood to limit the rights and remedies of Agent and the Lenders for any breach of the provisions of Section 5.12 hereof. (e) Upon receipt by Agent or a Company of any insurance proceeds (other than business interruption insurance) (“Insurance Proceeds”), then 100% of the net Insurance Proceeds shall be applied as a mandatory prepayment of the Loans; provided, however, that so long as no Default or Event of Default then exists or would exist as a result thereof and the aggregate of such Insurance Proceeds for any occurrence is less than $500,000, Borrowers may use such Insurance Proceeds for the purpose of replacing, repairing, or restoring the insured property; provided, further, however, that if such funds have not been applied to such replacing, repairing or restoring within 270 days of the receipt thereof, Borrowers shall pay any remaining portion of such sums to Agent for application to the Loans. (f) Upon receipt by Agent or a Credit Party of any proceeds (other than Insurance Proceeds) resulting from any condemnation, seizure, taking, confiscation or requisition for use of any property of a Credit Party, by the exercise of the power of eminent domain or otherwise, then 100% of such net proceeds shall be applied as a mandatory prepayment of the Loans; provided, however, that so long as no Default or Event of Default then exists or would exist as a result thereof and the aggregate of such proceeds for any occurrence is less than $500,000, Borrowers may use such proceeds for the purpose of replacing, repairing, or restoring such property; provided, further, however, that if such funds have not been applied to such replacing, repairing or restoring within 270 days of the receipt thereof, Borrowers shall pay any remaining portion of such sums to Agent for application to the Loans. (g) Each prepayment of the Loans pursuant to this Section 2.7 (other than subpart (a)) (unless subject to the provisions of Section 2.3(b)(ii) hereof) shall be applied to the prepayment in full of all outstanding Revolving Loans, which such prepayment shall not constitute a permanent reduction to the Revolving Credit Commitment. Any prepayment required to made under this Section 2.7 shall be subject to any fee or other charge in connection with any Hedge Agreement.

Mandatory Payment. (a) If If, at any time, (i) the Revolving Credit Exposure at any time shall exceed the Total Commitment Amount or (ii) the aggregate principal amount of Loans made to Foreign Borrowers exceeds the Revolving Foreign Borrower Borrowing Limit, then, in each case, the applicable Borrowers shall, as promptly as practicable, but in no event later than the next Business Day, prepay an aggregate principal amount of the Revolving Loans sufficient to cause bring the aggregate outstanding principal amount of all such Loans within the Total Commitment Amount or within the Foreign Borrower Borrowing Limit, as the case may be, provided that (x) if the Dollar Equivalent of the amounts of outstanding Revolving Loans denominated in Alternate Currencies has increased as a result of fluctuations in the exchange rate applicable to the relevant Alternate Currency such that the Revolving Credit Exposure exceeds the Total Commitment as then in effect or (y) if the Dollar Equivalent of the aggregate principal amount of Loans made to Foreign Borrowers denominated in Alternate Currencies has increased as a result of fluctuations in the exchange rate applicable to the relevant Alternate Currency such that such principal amount exceeds the Foreign Borrower Borrowing Limit as then in effect, as the case may be, then the applicable Borrowers shall not be obligated to make a prepayment or payover under this Section 2.09(a) unless (1) the amount of Revolving Exposure is 105% or more of the Total Commitment (but any such required prepayment or payover shall be in the full amount of any such excess over 100% of the Revolving Total Commitment) or (2) the aggregate principal amount of Loans made to Foreign Borrowers is 105% or more of the Foreign Borrower Borrowing Limit (without a permanent commitment reductionbut any such required prepayment or payover shall be in the full amount of any such excess over 100% of the Foreign Borrower Borrowing Limit), as the case may be. (b) [Reserved]. (c) If any Credit Party commences and completes a public or private offering of equity or debt securities (other than (i) a debt offering permitted under Section 5.8 hereof, or (iii) an equity or debt offering by any Credit Party to another Credit Party), then 100% of the Net Cash Proceeds of any such equity or debt offering shall be paid, within ten (10) days of receipt of such Net Cash Proceeds by such Company, to Agent, for the benefit of the Lenders, to be applied as a Any prepayment of the Loans. The provisions of this Section 2.7(c) shall not be understood to limit the rights and remedies of Agent and the Lenders for any breach of the provisions of this Agreement. (d) If any Credit Party sells or otherwise disposes of any assets (other than assets specifically permitted to be sold or disposed pursuant to Section 5.12 to the extent they have not been made specifically subject to this Section 2.7(d) under the provisions of Section 5.12), then the Net Cash Proceeds in an amount in excess of $25,000 of such sale or disposition shall be paid, within ten (10) days of the receipt of such proceeds, by Borrowers to Agent, for the benefit of the Lenders, to be applied as a prepayment on the Loans; provided, however, that so long as no Default or Event of Default then exists or would exist as a result thereof, Borrowers shall not be required to prepay the Loans with any such Net Cash Proceeds to the extent that Borrowers indicate to the Agent that they (or any Credit Party) intend to reinvest such Net Cash Proceeds within 270 days of receipt thereof in assets used in the business of any Company and which will be subject to a first priority Lien of Agent for the benefit of the Lenders, subject only to Permitted Liens. To the extent any Net Cash Proceeds are not so reinvested within 270 days of receipt thereof, Borrowers shall make the prepayment otherwise provided by this Section 2.7(d). The provisions of this Section 2.7(d) shall not be understood to limit the rights and remedies of Agent and the Lenders for any breach of the provisions of Section 5.12 hereof. (e) Upon receipt by Agent or a Company of any insurance proceeds (other than business interruption insurance) (“Insurance Proceeds”), then 100% of the net Insurance Proceeds shall be applied as a mandatory prepayment of the Loans; provided, however, that so long as no Default or Event of Default then exists or would exist as a result thereof and the aggregate of such Insurance Proceeds for any occurrence is less than $500,000, Borrowers may use such Insurance Proceeds for the purpose of replacing, repairing, or restoring the insured property; provided, further, however, that if such funds have not been applied to such replacing, repairing or restoring within 270 days of the receipt thereof, Borrowers shall pay any remaining portion of such sums to Agent for application to the Loans. (f) Upon receipt by Agent or a Credit Party of any proceeds (other than Insurance Proceeds) resulting from any condemnation, seizure, taking, confiscation or requisition for use of any property of a Credit Party, by the exercise of the power of eminent domain or otherwise, then 100% of such net proceeds shall be applied as a mandatory prepayment of the Loans; provided, however, that so long as no Default or Event of Default then exists or would exist as a result thereof and the aggregate of such proceeds for any occurrence is less than $500,000, Borrowers may use such proceeds for the purpose of replacing, repairing, or restoring such property; provided, further, however, that if such funds have not been applied to such replacing, repairing or restoring within 270 days of the receipt thereof, Borrowers shall pay any remaining portion of such sums to Agent for application to the Loans. (g) Each prepayment of the Loans Fixed Rate Loan pursuant to this Section 2.7 (other than subpart (a)) (unless subject to the provisions of Section 2.3(b)(ii) hereof) shall be applied to the prepayment in full of all outstanding Revolving Loans, which such prepayment shall not constitute a permanent reduction to the Revolving Credit Commitment. Any prepayment required to made under this Section 2.7 2.09 shall be subject to any fee or other charge the prepayment fees set forth in connection with any Hedge AgreementSection 2.05 hereof and, if applicable, Article III hereof.

Mandatory Payment. (a) If If, as of any date, the Revolving Credit Exposure shall exceed the Total Commitment Amount, Borrower shall prepay, by no later than the next Business Day, an aggregate principal amount of the Loans sufficient to bring the Revolving Credit Exposure within the Total Commitment Amount; provided, however, that, notwithstanding the foregoing, if the Dollar Equivalent of the Alternate Currency Exposure has increased during any Interest Period or Interest Periods applicable to Alternate Currency Loans as a result of fluctuations in the exchange rate applicable to the relevant Alternate Currency or Alternate Currencies such that the Revolving Credit Exposure at any time exceeds the Revolving Borrowing LimitTotal Commitment Amount, Borrowers shall, then Borrower shall not be obligated to make a prepayment pursuant to this subpart (a) so long as promptly as practicable, but in no event later than the next Business Day, prepay an aggregate principal amount of the Revolving Loans sufficient to cause the Revolving Credit Exposure does not exceed an amount equal to be in excess 105% of the Revolving Borrowing Limit (without a permanent commitment reduction)Total Commitment Amount. (b) [Reserved]Concurrently with the receipt by Borrower of the proceeds of any Indebtedness pursuant to Section 5.08(h) hereof, Borrower shall make a prepayment of the Loans in an amount equal to 100% of such proceeds (minus any fees and expenses actually incurred by Borrower in connection with the incurrence of such Indebtedness). (c) If any Credit Party commences and completes a public or private offering of equity or debt securities (other than (i) a debt offering permitted under Section 5.8 hereof, or (iii) an equity or debt offering by any Credit Party to another Credit Party), then 100% of the Net Cash Proceeds of any such equity or debt offering shall be paid, within ten (10) days of receipt of such Net Cash Proceeds by such Company, to Agent, for the benefit of the Lenders, to be applied as a Any prepayment of the Loans. The provisions of this Section 2.7(c) shall not be understood to limit the rights and remedies of Agent and the Lenders for any breach of the provisions of this Agreement. (d) If any Credit Party sells or otherwise disposes of any assets (other than assets specifically permitted to be sold or disposed pursuant to Section 5.12 to the extent they have not been made specifically subject to this Section 2.7(d) under the provisions of Section 5.12), then the Net Cash Proceeds in an amount in excess of $25,000 of such sale or disposition shall be paid, within ten (10) days of the receipt of such proceeds, by Borrowers to Agent, for the benefit of the Lenders, to be applied as a prepayment on the Loans; provided, however, that so long as no Default or Event of Default then exists or would exist as a result thereof, Borrowers shall not be required to prepay the Loans with any such Net Cash Proceeds to the extent that Borrowers indicate to the Agent that they (or any Credit Party) intend to reinvest such Net Cash Proceeds within 270 days of receipt thereof in assets used in the business of any Company and which will be subject to a first priority Lien of Agent for the benefit of the Lenders, subject only to Permitted Liens. To the extent any Net Cash Proceeds are not so reinvested within 270 days of receipt thereof, Borrowers shall make the prepayment otherwise provided by this Section 2.7(d). The provisions of this Section 2.7(d) shall not be understood to limit the rights and remedies of Agent and the Lenders for any breach of the provisions of Section 5.12 hereof. (e) Upon receipt by Agent or a Company of any insurance proceeds (other than business interruption insurance) (“Insurance Proceeds”), then 100% of the net Insurance Proceeds shall be applied as a mandatory prepayment of the Loans; provided, however, that so long as no Default or Event of Default then exists or would exist as a result thereof and the aggregate of such Insurance Proceeds for any occurrence is less than $500,000, Borrowers may use such Insurance Proceeds for the purpose of replacing, repairing, or restoring the insured property; provided, further, however, that if such funds have not been applied to such replacing, repairing or restoring within 270 days of the receipt thereof, Borrowers shall pay any remaining portion of such sums to Agent for application to the Loans. (f) Upon receipt by Agent or a Credit Party of any proceeds (other than Insurance Proceeds) resulting from any condemnation, seizure, taking, confiscation or requisition for use of any property of a Credit Party, by the exercise of the power of eminent domain or otherwise, then 100% of such net proceeds shall be applied as a mandatory prepayment of the Loans; provided, however, that so long as no Default or Event of Default then exists or would exist as a result thereof and the aggregate of such proceeds for any occurrence is less than $500,000, Borrowers may use such proceeds for the purpose of replacing, repairing, or restoring such property; provided, further, however, that if such funds have not been applied to such replacing, repairing or restoring within 270 days of the receipt thereof, Borrowers shall pay any remaining portion of such sums to Agent for application to the Loans. (g) Each prepayment of the Loans Loan pursuant to this Section 2.7 (other than subpart (a)) (unless subject to the provisions of Section 2.3(b)(ii) hereof) shall be applied to the prepayment in full of all outstanding Revolving Loans, which such prepayment shall not constitute a permanent reduction to the Revolving Credit Commitment. Any prepayment required to made under this Section 2.7 2.12 shall be subject to any fee or other charge the prepayment fees set forth in connection with any Hedge Agreement.Section 2.08 hereof. Unless otherwise specified by Borrower to Agent, each such prepayment shall be applied (i) first, on a pro rata basis, to the outstanding principal balance of the Base Rate Loans, (ii) second, on a pro rata basis, to the outstanding principal balance of the Eurodollar Loans, (iii) third, on a pro rata basis, to the outstanding principal balance of the Alternate Currency Loans, and (iv) fourth, to the outstanding principal balance of the Swing Loans

Mandatory Payment. (a) If If, at any time, (i) the Revolving Credit Exposure at any time shall exceed the Total Commitment Amount or (ii) the aggregate principal amount of Loans made to Foreign Borrowers exceeds the Revolving Foreign Borrower Borrowing Limit, then, in each case, the applicable Borrowers shall, as promptly as practicable, but in no event later than the next Business Day, prepay an aggregate principal amount of the Revolving Loans sufficient to cause bring the aggregate outstanding principal amount of all such Loans within the Total Commitment Amount or within the Foreign Borrower Borrowing Limit, as the case may be, provided that (x) if the Dollar Equivalent of the amounts of outstanding Revolving Loans denominated in Alternate Currencies has increased as a result of fluctuations in the exchange rate applicable to the relevant Alternate Currency such that the Revolving Credit Exposure exceeds the Total Commitment as then in effect or (y) if the Dollar Equivalent of the aggregate principal amount of Loans made to Foreign Borrowers denominated in Alternate Currencies has increased as a result of fluctuations in the exchange rate applicable to the relevant Alternate Currency such that such principal amount exceeds the Foreign Borrower Borrowing Limit as then in effect, as the case may be, then the applicable Borrowers shall not be obligated to make a prepayment or payover under this Section 2.09(a) unless (1) the amount of Revolving Exposure is 105% or more of the Total Commitment (but any such required prepayment or payover shall be in the full amount of any such excess over 100% of the Revolving Total Commitment) or (2) the aggregate principal amount of Loans made to Foreign Borrowers is 105% or more of the Foreign Borrower Borrowing Limit (without a permanent commitment reductionbut any such required prepayment or payover shall be in the full amount of any such excess over 100% of the Foreign Borrower Borrowing Limit), as the case may be. (b) [Reserved]. (c) If any Credit Party commences and completes a public or private offering of equity or debt securities (other than (i) a debt offering permitted under Section 5.8 hereof, or (iii) an equity or debt offering by any Credit Party to another Credit Party), then 100% of the Net Cash Proceeds of any such equity or debt offering shall be paid, within ten (10) days of receipt of such Net Cash Proceeds by such Company, to Agent, for the benefit of the Lenders, to be applied as a Any prepayment of the Loans. The provisions of this Section 2.7(c) shall not be understood to limit the rights and remedies of Agent and the Lenders for any breach of the provisions of this Agreement. (d) If any Credit Party sells a Fixed Rate Loan or otherwise disposes of any assets (other than assets specifically permitted to be sold or disposed pursuant to Section 5.12 to the extent they have not been made specifically subject to this Section 2.7(d) under the provisions of Section 5.12), then the Net Cash Proceeds in an amount in excess of $25,000 of such sale or disposition shall be paid, within ten (10) days of the receipt of such proceeds, by Borrowers to Agent, for the benefit of the Lenders, to be applied as a prepayment on the Loans; provided, however, that so long as no Default or Event of Default then exists or would exist as a result thereof, Borrowers shall not be required to prepay the Loans with any such Net Cash Proceeds to the extent that Borrowers indicate to the Agent that they (or any Credit Party) intend to reinvest such Net Cash Proceeds within 270 days of receipt thereof in assets used in the business of any Company and which will be subject to a first priority Lien of Agent for the benefit of the Lenders, subject only to Permitted Liens. To the extent any Net Cash Proceeds are not so reinvested within 270 days of receipt thereof, Borrowers shall make the prepayment otherwise provided by this Section 2.7(d). The provisions of this Section 2.7(d) shall not be understood to limit the rights and remedies of Agent and the Lenders for any breach of the provisions of Section 5.12 hereof. (e) Upon receipt by Agent or a Company of any insurance proceeds (other than business interruption insurance) (“Insurance Proceeds”), then 100% of the net Insurance Proceeds shall be applied as a mandatory prepayment of the Loans; provided, however, that so long as no Default or Event of Default then exists or would exist as a result thereof and the aggregate of such Insurance Proceeds for any occurrence is less than $500,000, Borrowers may use such Insurance Proceeds for the purpose of replacing, repairing, or restoring the insured property; provided, further, however, that if such funds have not been applied to such replacing, repairing or restoring within 270 days of the receipt thereof, Borrowers shall pay any remaining portion of such sums to Agent for application to the Loans. (f) Upon receipt by Agent or a Credit Party of any proceeds (other than Insurance Proceeds) resulting from any condemnation, seizure, taking, confiscation or requisition for use of any property of a Credit Party, by the exercise of the power of eminent domain or otherwise, then 100% of such net proceeds shall be applied as a mandatory prepayment of the Loans; provided, however, that so long as no Default or Event of Default then exists or would exist as a result thereof and the aggregate of such proceeds for any occurrence is less than $500,000, Borrowers may use such proceeds for the purpose of replacing, repairing, or restoring such property; provided, further, however, that if such funds have not been applied to such replacing, repairing or restoring within 270 days of the receipt thereof, Borrowers shall pay any remaining portion of such sums to Agent for application to the Loans. (g) Each prepayment of the Loans RFR Loan pursuant to this Section 2.7 (other than subpart (a)) (unless subject to the provisions of Section 2.3(b)(ii) hereof) shall be applied to the prepayment in full of all outstanding Revolving Loans, which such prepayment shall not constitute a permanent reduction to the Revolving Credit Commitment. Any prepayment required to made under this Section 2.7 2.09 shall be subject to any fee or other charge the prepayment fees set forth in connection with any Hedge AgreementSection 2.05 hereof and, if applicable, Article III hereof.

Mandatory Payment. (a) If the Revolving Credit Exposure at any time exceeds the Revolving Borrowing Limit, Borrowers shall, as promptly as practicable, but in no event later than the next Business Day, prepay an aggregate principal amount of the Revolving Loans sufficient to cause the Revolving Credit Exposure not to be in excess of the Revolving Borrowing Limit (without a permanent commitment reduction). (b) [Reserved]If, at any time, the Swing Line Exposure shall exceed the Swing Line Commitment, the Borrowers shall, as promptly as practicable, but in no event later than the next Business Day, pay an aggregate principal amount of the Swing Loans sufficient to bring the Swing Line Exposure within the Swing Line Commitment. (c) If any Credit Party commences and completes a public or private offering of equity or debt securities (other than (i) a debt offering permitted under Section 5.8 hereof, or (iii) an equity or debt offering by any Credit Party to another Credit Party), then 100% of the Net Cash Proceeds of any such equity or debt offering shall be paid, within ten (10) 5 days of receipt of such Net Cash Proceeds by such Company, to Agent, for the benefit of the Lenders, to be applied as a prepayment of the Loans. The provisions of this Section 2.7(c) shall not be understood to limit the rights and remedies of Agent and the Lenders for any breach of the provisions of this Agreement. (d) If any Credit Party sells or otherwise disposes of any assets (other than assets specifically permitted to be sold or disposed pursuant to Section 5.12 to the extent they have not been made specifically subject to this Section 2.7(d) under the provisions of Section 5.12), then the Net Cash Proceeds Proceeds, in an amount in excess of $25,000 1,000,000, of such sale or disposition shall be paid, within ten (10) days of the receipt of such proceeds, by Borrowers to Agent, for the benefit of the Lenders, to be applied as a prepayment on the Loans; provided, however, that so long as no Default or Event of Default then exists or would exist as a result thereof, Borrowers shall not be required to prepay the Loans with any such Net Cash Proceeds to the extent that Borrowers indicate to the Agent that they (or any Credit Party) intend to reinvest such Net Cash Proceeds within 270 days of receipt thereof in assets used in the business of any Company and which will be subject to a first priority Lien of Agent for the benefit of the Lenders, subject only to Permitted Liens. To the extent any Net Cash Proceeds are not so reinvested within 270 days of receipt thereof, Borrowers shall make the prepayment otherwise provided by this Section 2.7(d). The provisions of this Section 2.7(d) shall not be understood to limit the rights and remedies of Agent and the Lenders for any breach of the provisions of Section 5.12 hereof. (e) Upon receipt by Agent or a Company of any insurance proceeds (other than business interruption insurance) (“Insurance Proceeds”), then 100% of the net Insurance Proceeds shall be applied as a mandatory prepayment of the Loans; provided, however, that so long as no Default or Event of Default then exists or would exist as a result thereof and the aggregate of such Insurance Proceeds for any occurrence is less than $500,000thereof, Borrowers may use such Insurance Proceeds for the purpose of replacing, repairing, or restoring the insured property; provided, further, however, that if such funds have not been applied to such replacing, repairing or restoring within 270 days of the receipt thereof, Borrowers shall pay any remaining portion of such sums to Agent for application to the Loans. (f) Upon receipt by Agent or a Credit Party of any proceeds (other than Insurance Proceeds) resulting from any condemnation, seizure, taking, confiscation or requisition for use of any property of a Credit PartyParty to the extent the proceeds received by a Credit Party from such condemnation, seizure, taking, confiscation or requisition exceeds $1,000,000, by the exercise of the power of eminent domain or otherwise, then 100% of such net proceeds shall be applied as a mandatory prepayment of the Loans; provided, however, that so long as no Default or Event of Default then exists or would exist as a result thereof and the aggregate of such proceeds for any occurrence is less than $500,000thereof, Borrowers may use such proceeds for the purpose of replacing, repairing, or restoring such property; provided, further, however, that if such funds have not been applied to such replacing, repairing or restoring within 270 days of the receipt thereof, Borrowers shall pay any remaining portion of such sums to Agent for application to the Loans. (g) Each prepayment of the Loans pursuant to this Section 2.7 (other than subpart (a)) (unless subject to the provisions of Section 2.3(b)(ii) hereof) shall be applied to in the following order: (A) prepayment of the Term Loan, together with all accrued and unpaid interest on the principal amount prepaid, until such Term Loan is paid in full, in the inverse order of maturity, based on each Term Loan Lender’s Applicable Commitment Percentage, and (B) prepayment in full of all outstanding Revolving Loans, which such prepayment shall not constitute a permanent reduction to the Revolving Credit Commitment. Any prepayment required to be made under this Section 2.7 shall be subject to any fee or other charge in connection with any Hedge Agreement.

Mandatory Payment. (ai) If Except during the period described in Section 2.3(b)(y) (but at no other time unless consented to by all Lenders), the aggregate balance of Revolving Loans and all Letter of Credit Exposure Obligations outstanding at any time exceeds to any Borrower in excess of the Borrowing Base then in effect for such Borrower shall be immediately due and payable without the necessity of any demand. (ii) On March 31 of each year commencing March 31, 1999, the Borrowers shall make a mandatory prepayment of Term Loans in an aggregate amount equal to the lesser of (i) 75% of Excess Cash Flow determined for the then most recently ended Fiscal Year and (ii) $10,000,000. (iii) If Holdings or any of its Subsidiaries shall receive the proceeds of any payment pursuant to Section 3.4(c) of the ▇▇▇▇'▇ Merger Agreement, one hundred percent (100%) of such amount shall be immediately paid to the Agent to be applied to prepay the Revolving Borrowing LimitLoans outstanding to each Borrower ratably. (A) If any Borrower, ▇▇▇▇'▇ or Holdings shall receive proceeds from the issuance of any debt securities (exclusive of Indebtedness permitted to be incurred pursuant to Section 8.7 of this Agreement, Indebtedness of Holdings incurred to refinance or replace Indebtedness of Holdings existing as of the Closing Date to the extent not prohibited under the Credit Documents and Indebtedness of Holdings permitted by Section 4(b)(5) of the Holdings Guarantee), the Borrowers shallimmediately shall pay an amount equal to one hundred percent (100%) of the net cash proceeds therefrom to the Agent to be applied first to prepay the Term Loans until paid in full and then to repay the outstanding Revolving Loans; and (B) if any Borrower, ▇▇▇▇'▇ or Holdings shall receive proceeds from the issuance of any equity securities (exclusive of the Holdings Equity Issuance, equity issuances of Holdings made to refinance or replace Indebtedness or equity of Holdings existing as promptly as practicableof the Closing Date to the extent so used, but and equity issuances made to employees of any Borrower or its Subsidiaries), the Borrowers immediately shall pay an amount equal to fifty percent (50%) of the net cash proceeds therefrom to the Agent to be applied first to prepay the Term Loans until paid in no event later full and then to repay the outstanding Revolving Loans. (v) If any Borrower or any Subsidiary of any Borrower shall receive proceeds from the consummation of any asset sales permitted under Section 8.10(iv) or not permitted under this Credit Agreement, the Borrowers immediately shall pay an amount equal to one hundred percent (100%) of the net cash proceeds (including any net cash proceeds received from any Investment made in connection with such sale) therefrom to the Agent to be applied first to prepay the Term Loans until paid in full and then to repay the outstanding Revolving Loans. All prepayments of Term Loans pursuant to this Section shall be applied, without premium or penalty (other than applicable costs under Section 4.13), to the next Business Day, prepay an Scheduled Term Loan Installments in inverse order of maturity. All repayments of Revolving Loans pursuant to this Section may (subject to the terms and conditions of this Credit Agreement) be reborrowed. All prepayments and repayments pursuant to this Section 4.7 shall be made by each Borrower ratably based on the aggregate principal amount of the Revolving Term Loans sufficient to cause the Revolving Credit Exposure not to be in excess of the Revolving Borrowing Limit (without a permanent commitment reduction). (b) [Reserved]. (c) If any Credit Party commences and completes a public or private offering of equity or debt securities (other than (i) a debt offering permitted under Section 5.8 hereof, or (iii) an equity or debt offering by any Credit Party to another Credit Party), then 100% of the Net Cash Proceeds of any such equity or debt offering shall be paid, within ten (10) days of receipt of such Net Cash Proceeds by such Company, to Agent, for the benefit of the Lenders, to be applied as a prepayment of the Loans. The provisions of this Section 2.7(c) shall not be understood to limit the rights and remedies of Agent and the Lenders for any breach of the provisions of this Agreement. (d) If any Credit Party sells or otherwise disposes of any assets (other than assets specifically permitted to be sold or disposed pursuant to Section 5.12 to the extent they have not been made specifically subject to this Section 2.7(d) under the provisions of Section 5.12), then the Net Cash Proceeds in an amount in excess of $25,000 of such sale or disposition shall be paid, within ten (10) days of the receipt of such proceeds, by Borrowers to Agent, for the benefit of the Lenders, to be applied as a prepayment on the Loans; provided, however, that so long as no Default or Event of Default then exists or would exist as a result thereof, Borrowers shall not be required to prepay the Loans with any such Net Cash Proceeds to the extent that Borrowers indicate to the Agent that they (or any Credit Party) intend to reinvest such Net Cash Proceeds within 270 days of receipt thereof in assets used in the business of any Company and which will be subject to a first priority Lien of Agent for the benefit of the Lenders, subject only to Permitted Liens. To the extent any Net Cash Proceeds are not so reinvested within 270 days of receipt thereof, Borrowers shall make the prepayment otherwise provided by this Section 2.7(d). The provisions of this Section 2.7(d) shall not be understood to limit the rights and remedies of Agent and the Lenders for any breach of the provisions of Section 5.12 hereof. (e) Upon receipt by Agent or a Company of any insurance proceeds (other than business interruption insurance) (“Insurance Proceeds”), then 100% of the net Insurance Proceeds shall be applied as a mandatory prepayment of the Loans; provided, however, that so long as no Default or Event of Default then exists or would exist as a result thereof and the aggregate of such Insurance Proceeds for any occurrence is less than $500,000, Borrowers may use such Insurance Proceeds for the purpose of replacing, repairing, or restoring the insured property; provided, further, however, that if such funds have not been applied to such replacing, repairing or restoring within 270 days of the receipt thereof, Borrowers shall pay any remaining portion of such sums to Agent for application to the Loans. (f) Upon receipt by Agent or a Credit Party of any proceeds (other than Insurance Proceeds) resulting from any condemnation, seizure, taking, confiscation or requisition for use of any property of a Credit Party, by the exercise of the power of eminent domain or otherwise, then 100% of such net proceeds shall be applied as a mandatory prepayment of the Loans; provided, however, that so long as no Default or Event of Default then exists or would exist as a result thereof and the aggregate of such proceeds for any occurrence is less than $500,000, Borrowers may use such proceeds for the purpose of replacing, repairing, or restoring such property; provided, further, however, that if such funds have not been applied to such replacing, repairing or restoring within 270 days of the receipt thereof, Borrowers shall pay any remaining portion of such sums to Agent for application to the Loans. (g) Each prepayment of the Loans pursuant to this Section 2.7 (other than subpart (a)) (unless subject to the provisions of Section 2.3(b)(ii) hereof) shall be applied to the prepayment in full of all outstanding Revolving Loans, which as the case may be, outstanding to such prepayment shall not constitute a permanent reduction Borrower in relation to the aggregate principal amount of the Term Loans or Revolving Credit Commitment. Any prepayment required Loans, as the case may be, outstanding to made under this Section 2.7 shall be subject to any fee or other charge in connection with any Hedge Agreementall Borrowers.

Mandatory Payment. (a) If If, at any time prior to (i) the repayment in full of the Senior Notes, (ii) the termination of the Note Purchase Agreement and (iii) the filing of the U.C.C. Financing Statements by Borrower or Agent in connection with the Security Documents referenced in Section 2.13 hereof, the Revolving Credit Exposure at any time exceeds the Revolving Borrowing Limitshall exceed Seventy-Five Million Dollars ($75,000,000), Borrowers Borrower shall, as promptly as practicable, but in no event later than the next Business Day, prepay an aggregate principal amount of the Revolving Loans sufficient to cause bring the Revolving Credit Exposure not to be in excess of the Revolving Borrowing Limit an amount equal to or less than Seventy-Five Million Dollars (without a permanent commitment reduction$75,000,000). (b) [Reserved]If, at any time, the Revolving Credit Exposure shall exceed the Total Commitment Amount as then in effect, Borrower shall, as promptly as practicable, but in no event later than the next Business Day, prepay an aggregate principal amount of the Revolving Loans sufficient to bring the Revolving Credit Exposure within the Total Commitment Amount. (c) If If, at any Credit Party commences and completes a public or private offering of equity or debt securities (other time, the Swing Line Exposure shall exceed the Swing Line Commitment, Borrower shall, as promptly as practicable, but in no event later than (i) a debt offering permitted under Section 5.8 hereofthe next Business Day, or (iii) prepay an equity or debt offering by any Credit Party to another Credit Party), then 100% aggregate principal amount of the Net Cash Proceeds of any such equity or debt offering shall be paid, Swing Loans sufficient to bring the Swing Line Exposure within ten (10) days of receipt of such Net Cash Proceeds by such Company, to Agent, for the benefit of the Lenders, to be applied as a prepayment of the Loans. The provisions of this Section 2.7(c) shall not be understood to limit the rights and remedies of Agent and the Lenders for any breach of the provisions of this AgreementSwing Line Commitment. (d) If any Credit Party sells or Unless otherwise disposes of any assets (other than assets specifically permitted to be sold or disposed designated by Borrower, each prepayment pursuant to Section 5.12 2.11(a) or (b) hereof shall be applied in the following order (i) first, on a pro rata basis among the outstanding Base Rate Loans, and (ii) second, on a pro rata basis among the outstanding Eurodollar Loans, provided that, if the outstanding principal amount of any Eurodollar Loan shall be reduced to the extent they have not been made specifically subject to this Section 2.7(d) under the provisions of Section 5.12), then the Net Cash Proceeds in an amount less than the minimum amount set forth in excess of $25,000 of such sale or disposition shall be paid, within ten (10Section 2.5(d) days of the receipt of such proceeds, by Borrowers to Agent, for the benefit of the Lenders, to be applied as a prepayment on the Loans; provided, however, that so long as no Default or Event of Default then exists or would exist hereof as a result thereof, Borrowers shall not be required to prepay the Loans with any of such Net Cash Proceeds to the extent that Borrowers indicate to the Agent that they (or any Credit Party) intend to reinvest such Net Cash Proceeds within 270 days of receipt thereof in assets used in the business of any Company and which will be subject to a first priority Lien of Agent for the benefit of the Lenders, subject only to Permitted Liens. To the extent any Net Cash Proceeds are not so reinvested within 270 days of receipt thereof, Borrowers shall make the prepayment otherwise provided by this Section 2.7(d). The provisions of this Section 2.7(d) shall not be understood to limit the rights and remedies of Agent and the Lenders for any breach of the provisions of Section 5.12 hereof. (e) Upon receipt by Agent or a Company of any insurance proceeds (other than business interruption insurance) (“Insurance Proceeds”)prepayment, then 100% of the net Insurance Proceeds such Eurodollar Loan shall be applied as converted into a mandatory Base Rate Loan on the date of such prepayment. Any prepayment of the Loans; provided, however, that so long as no Default or Event of Default then exists or would exist as a result thereof and the aggregate of such Insurance Proceeds for any occurrence is less than $500,000, Borrowers may use such Insurance Proceeds for the purpose of replacing, repairing, or restoring the insured property; provided, further, however, that if such funds have not been applied to such replacing, repairing or restoring within 270 days of the receipt thereof, Borrowers shall pay any remaining portion of such sums to Agent for application to the Loans. (f) Upon receipt by Agent or a Credit Party of any proceeds (other than Insurance Proceeds) resulting from any condemnation, seizure, taking, confiscation or requisition for use of any property of a Credit Party, by the exercise of the power of eminent domain or otherwise, then 100% of such net proceeds shall be applied as a mandatory prepayment of the Loans; provided, however, that so long as no Default or Event of Default then exists or would exist as a result thereof and the aggregate of such proceeds for any occurrence is less than $500,000, Borrowers may use such proceeds for the purpose of replacing, repairing, or restoring such property; provided, further, however, that if such funds have not been applied to such replacing, repairing or restoring within 270 days of the receipt thereof, Borrowers shall pay any remaining portion of such sums to Agent for application to the Loans. (g) Each prepayment of the Loans Eurodollar Loan pursuant to this Section 2.7 (other than subpart (a)) (unless subject to the provisions of Section 2.3(b)(ii) hereof) shall be applied to the prepayment in full of all outstanding Revolving Loans, which such prepayment shall not constitute a permanent reduction to the Revolving Credit Commitment. Any prepayment required to made under this Section 2.7 2.11 shall be subject to any fee or other charge the prepayment provisions set forth in connection with any Hedge AgreementArticle III hereof.

Mandatory Payment. (a) If If, as of any date, (i) the Revolving Credit Exposure shall exceed the Total Commitment Amount, Borrower shall prepay, by no later than the next Business Day, an aggregate principal amount of the Loans sufficient to bring the Revolving Credit Exposure within the Total Commitment Amount or, (ii) the Letter of Credit Exposure exceeds the Letter of Credit Commitment, Borrower shall deposit in a cash collateral account maintained by Agent an amount in Dollars equal to the amount of any such excess to be held as security for Borrower's obligations in respect of Letters of Credit (and which will be returned to Borrower to the extent that the amount of cash collateral provided hereunder exceeds the greater of (x) the amount by which the Revolving Credit Exposure exceeds the Total Commitment Amount and (y) the amount by which the Letter of Credit Exposure exceeds the Letter of Credit Commitment); provided, however, that, notwithstanding the foregoing, if the Dollar Equivalent of the Alternate Currency Exposure has increased as a result of fluctuations in the exchange rate applicable to the relevant Alternate Currency or Alternate Currencies such that the Revolving Credit Exposure at any time exceeds the Revolving Borrowing LimitTotal Commitment Amount or the Letter of Credit Exposure exceeds the Letter of Credit Commitment, Borrowers shall, then Borrower shall not be obligated to make a prepayment pursuant to this subpart (a) so long as promptly as practicable, but in no event later than the next Business Day, prepay an aggregate principal amount of the Revolving Loans sufficient to cause the Revolving Credit Exposure does not exceed an amount equal to be in excess 105% of the Revolving Borrowing Limit (without a permanent commitment reduction)Total Commitment Amount and the Letter of Credit Exposure does not exceed an amount equal to 105% of the Letter of Credit Commitment. (b) [Reserved]. (c) If any Credit Party commences and completes a public or private offering of equity or debt securities (other than (i) a debt offering permitted under Section 5.8 hereof, or (iii) an equity or debt offering by any Credit Party to another Credit Party), then 100% of the Net Cash Proceeds of any such equity or debt offering shall be paid, within ten (10) days of receipt of such Net Cash Proceeds by such Company, to Agent, for the benefit of the Lenders, to be applied as a Any prepayment of the Loans. The provisions of this Section 2.7(c) shall not be understood to limit the rights and remedies of Agent and the Lenders for any breach of the provisions of this Agreement. (d) If any Credit Party sells or otherwise disposes of any assets (other than assets specifically permitted to be sold or disposed pursuant to Section 5.12 to the extent they have not been made specifically subject to this Section 2.7(d) under the provisions of Section 5.12), then the Net Cash Proceeds in an amount in excess of $25,000 of such sale or disposition shall be paid, within ten (10) days of the receipt of such proceeds, by Borrowers to Agent, for the benefit of the Lenders, to be applied as a prepayment on the Loans; provided, however, that so long as no Default or Event of Default then exists or would exist as a result thereof, Borrowers shall not be required to prepay the Loans with any such Net Cash Proceeds to the extent that Borrowers indicate to the Agent that they (or any Credit Party) intend to reinvest such Net Cash Proceeds within 270 days of receipt thereof in assets used in the business of any Company and which will be subject to a first priority Lien of Agent for the benefit of the Lenders, subject only to Permitted Liens. To the extent any Net Cash Proceeds are not so reinvested within 270 days of receipt thereof, Borrowers shall make the prepayment otherwise provided by this Section 2.7(d). The provisions of this Section 2.7(d) shall not be understood to limit the rights and remedies of Agent and the Lenders for any breach of the provisions of Section 5.12 hereof. (e) Upon receipt by Agent or a Company of any insurance proceeds (other than business interruption insurance) (“Insurance Proceeds”), then 100% of the net Insurance Proceeds shall be applied as a mandatory prepayment of the Loans; provided, however, that so long as no Default or Event of Default then exists or would exist as a result thereof and the aggregate of such Insurance Proceeds for any occurrence is less than $500,000, Borrowers may use such Insurance Proceeds for the purpose of replacing, repairing, or restoring the insured property; provided, further, however, that if such funds have not been applied to such replacing, repairing or restoring within 270 days of the receipt thereof, Borrowers shall pay any remaining portion of such sums to Agent for application to the Loans. (f) Upon receipt by Agent or a Credit Party of any proceeds (other than Insurance Proceeds) resulting from any condemnation, seizure, taking, confiscation or requisition for use of any property of a Credit Party, by the exercise of the power of eminent domain or otherwise, then 100% of such net proceeds shall be applied as a mandatory prepayment of the Loans; provided, however, that so long as no Default or Event of Default then exists or would exist as a result thereof and the aggregate of such proceeds for any occurrence is less than $500,000, Borrowers may use such proceeds for the purpose of replacing, repairing, or restoring such property; provided, further, however, that if such funds have not been applied to such replacing, repairing or restoring within 270 days of the receipt thereof, Borrowers shall pay any remaining portion of such sums to Agent for application to the Loans. (g) Each prepayment of the Loans Loan pursuant to this Section 2.7 (other than subpart (a)) (unless subject to the provisions of Section 2.3(b)(ii) hereof) shall be applied to the prepayment in full of all outstanding Revolving Loans, which such prepayment shall not constitute a permanent reduction to the Revolving Credit Commitment. Any prepayment required to made under this Section 2.7 2.12 shall be subject to any fee or other charge the prepayment fees set forth in connection with any Hedge AgreementSection 2.08 hereof. Unless otherwise specified by Borrower to Agent, each such prepayment shall be applied (i) first, on a pro rata basis, to the outstanding principal balance of the Base Rate Loans, (ii) second, on a pro rata basis, to the outstanding principal balance of the Eurodollar Loans, (iii) third, on a pro rata basis, to the outstanding principal balance of the Alternate Currency Loans, and (iv) fourth, to the outstanding principal balance of the Swing Loans.

Mandatory Payment. (a) If the Revolving Credit Exposure at any time exceeds the lesser of the Total Commitment Amount or the Revolving Borrowing LimitCredit Commitment, Borrowers shall, as promptly as practicable, but in no event later than the next Business Day, prepay an aggregate principal amount of the Revolving Loans sufficient equal to cause the Revolving Credit Exposure not to be in excess sum of the Revolving Borrowing Limit (without a permanent commitment reduction)aggregate outstanding principal amount of all Loans and the aggregate undrawn face amount of all issued and outstanding Letters of Credit over the then existing Commitment of the Banks. (b) [Reserved]If (with the consent of Agent and the Required Banks or all of the Banks to the extent required by this Agreement), any Company sells any material assets in excess of the amount permitted in Section 5.12 hereof, Borrowers shall pay such net proceeds of sale as are required to allow Borrowers to remain in compliance with Section 5.12(b) and (c), to Agent, for the benefit of the Banks, to be applied as a prepayment on the Loans. (c) If (with the consent of Agent and the Required Banks or all of the Banks to the extent required by this Agreement) any Credit Party Company commences and completes a public or private offering of equity or debt securities (other than (i) a debt offering permitted under Section 5.8 hereof, or (iii) an equity or debt offering by any Credit Party to another Credit Party)securities, then one hundred percent (100% %) of the Net Cash Proceeds net proceeds of any such equity or debt offering offering, shall be paid, within ten (10) days on the date of receipt of such Net Cash Proceeds proceeds by such Company, to Agent, for the benefit of the LendersBanks, to be applied as a prepayment of the Loans. The provisions Loans until all Secured Debt has been repaid, with the balance of this Section 2.7(c) shall not such net proceeds, if any, to be understood to limit retained by the rights and remedies of Agent and the Lenders for any breach of the provisions of this AgreementBorrowers. (d) If any Credit Party sells or otherwise disposes Any prepayment of any assets (other than assets specifically permitted to be sold or disposed a LIBOR Loan pursuant to Section 5.12 to the extent they have not been made specifically subject to this Section 2.7(d) under the provisions of Section 5.12), then the Net Cash Proceeds in an amount in excess of $25,000 of such sale or disposition shall be paid, within ten (10) days of the receipt of such proceeds, by Borrowers to Agent, for the benefit of the Lenders, to be applied as a prepayment on the Loans; provided, however, that so long as no Default or Event of Default then exists or would exist as a result thereof, Borrowers shall not be required to prepay the Loans with any such Net Cash Proceeds to the extent that Borrowers indicate to the Agent that they (or any Credit Party) intend to reinvest such Net Cash Proceeds within 270 days of receipt thereof in assets used in the business of any Company and which will be subject to a first priority Lien of Agent for the benefit of the Lenders, subject only to Permitted Liens. To the extent any Net Cash Proceeds are not so reinvested within 270 days of receipt thereof, Borrowers shall make the prepayment otherwise provided by this Section 2.7(d). The provisions of this Section 2.7(d) shall not be understood to limit the rights and remedies of Agent and the Lenders for any breach of the provisions of Section 5.12 hereof. (e) Upon receipt by Agent or a Company of any insurance proceeds (other than business interruption insurance) (“Insurance Proceeds”), then 100% of the net Insurance Proceeds shall be applied as a mandatory prepayment of the Loans; provided, however, that so long as no Default or Event of Default then exists or would exist as a result thereof and the aggregate of such Insurance Proceeds for any occurrence is less than $500,000, Borrowers may use such Insurance Proceeds for the purpose of replacing, repairing, or restoring the insured property; provided, further, however, that if such funds have not been applied to such replacing, repairing or restoring within 270 days of the receipt thereof, Borrowers shall pay any remaining portion of such sums to Agent for application to the Loans. (f) Upon receipt by Agent or a Credit Party of any proceeds (other than Insurance Proceeds) resulting from any condemnation, seizure, taking, confiscation or requisition for use of any property of a Credit Party, by the exercise of the power of eminent domain or otherwise, then 100% of such net proceeds shall be applied as a mandatory prepayment of the Loans; provided, however, that so long as no Default or Event of Default then exists or would exist as a result thereof and the aggregate of such proceeds for any occurrence is less than $500,000, Borrowers may use such proceeds for the purpose of replacing, repairing, or restoring such property; provided, further, however, that if such funds have not been applied to such replacing, repairing or restoring within 270 days of the receipt thereof, Borrowers shall pay any remaining portion of such sums to Agent for application to the Loans. (g) Each prepayment of the Loans pursuant to this Section 2.7 (other than subpart (a)) (unless subject to the provisions of Section 2.3(b)(ii) hereof) shall be applied to the prepayment in full of all outstanding Revolving Loans, which such prepayment shall not constitute a permanent reduction to the Revolving Credit Commitment. Any prepayment required to made under this Section 2.7 shall be subject to any fee or other charge the prepayment fees set forth in connection with any Hedge AgreementSection 2.4 hereof. Any prepayment pursuant to subparagraphs (b) and (c) of this Section 2.7 shall constitute a permanent reduction of the Revolving Credit Commitment and the Total Commitment Amount.

Mandatory Payment. (a) If the sum of (i) the aggregate principal amount of all Revolving Credit Exposure Loans outstanding, (ii) the aggregate principal amount of all Swing Loans outstanding, and (iii) the undrawn face amount of all issued and outstanding Letters of Credit, at any time exceeds the Revolving Borrowing LimitTotal Commitment Amount, Borrowers Borrower shall, as promptly as practicable, but in no event to be later than the next Business Day, prepay an aggregate principal amount of the Revolving Loans sufficient to cause bring the aggregate outstanding principal amount of all Revolving Loans, the aggregate outstanding principal amount of all Swing Loans and the undrawn face amount of all issued and outstanding Letters of Credit Exposure not to be in excess of within the Revolving Borrowing Limit (without a permanent commitment reduction)Total Commitment Amount. (b) [Reserved]In addition, if Borrower, as provided herein, completes any Private Placement and amount of the net proceeds of such Private Placement and all previous Private Placements, if any, exceeds the aggregate amount of Fifty Million Dollars ($50,000,000), then the Total Commitment Amount shall be reduced to the extent that the aggregate amount of all Private Placements exceeds Fifty Million Dollars ($50,000,000) and, after such reduction, to the extent that the sum of (i) the aggregate principal amount of all Revolving Loans outstanding, (ii) the aggregate principal amount of all Swing Loans outstanding, and (iii) the undrawn face amount of all issued and outstanding Letters of Credit then exceeds the Total Commitment Amount as so reduced, Borrower shall (A) make an immediate prepayment in the amount of such excess on the Revolving Loans, or on Swing Loans if no Revolving Loans shall then be outstanding, or (B) reduce, in the amount of such excess, the outstanding face amount of Letters of Credit, if no Revolving Loans or Swing Loans shall then be outstanding. (c) If any Credit Party commences and completes a public or private offering of equity or debt securities (other than (i) a debt offering permitted under Section 5.8 hereof, or (iii) an equity or debt offering by any Credit Party to another Credit Party), then 100% of the Net Cash Proceeds of any such equity or debt offering shall be paid, within ten (10) days of receipt of such Net Cash Proceeds by such Company, to Agent, for the benefit of the Lenders, to be applied as a Any prepayment of the Loans. The provisions of this Section 2.7(c) shall not be understood to limit the rights and remedies of Agent and the Lenders for any breach of the provisions of this Agreement. (d) If any Credit Party sells or otherwise disposes of any assets (other than assets specifically permitted to be sold or disposed a LIBOR Loan pursuant to Section 5.12 to the extent they have not been made specifically subject to this Section 2.7(d) under the provisions of Section 5.12), then the Net Cash Proceeds in an amount in excess of $25,000 of such sale or disposition shall be paid, within ten (10) days of the receipt of such proceeds, by Borrowers to Agent, for the benefit of the Lenders, to be applied as a prepayment on the Loans; provided, however, that so long as no Default or Event of Default then exists or would exist as a result thereof, Borrowers shall not be required to prepay the Loans with any such Net Cash Proceeds to the extent that Borrowers indicate to the Agent that they (or any Credit Party) intend to reinvest such Net Cash Proceeds within 270 days of receipt thereof in assets used in the business of any Company and which will be subject to a first priority Lien of Agent for the benefit of the Lenders, subject only to Permitted Liens. To the extent any Net Cash Proceeds are not so reinvested within 270 days of receipt thereof, Borrowers shall make the prepayment otherwise provided by this Section 2.7(d). The provisions of this Section 2.7(d) shall not be understood to limit the rights and remedies of Agent and the Lenders for any breach of the provisions of Section 5.12 hereof. (e) Upon receipt by Agent or a Company of any insurance proceeds (other than business interruption insurance) (“Insurance Proceeds”), then 100% of the net Insurance Proceeds shall be applied as a mandatory prepayment of the Loans; provided, however, that so long as no Default or Event of Default then exists or would exist as a result thereof and the aggregate of such Insurance Proceeds for any occurrence is less than $500,000, Borrowers may use such Insurance Proceeds for the purpose of replacing, repairing, or restoring the insured property; provided, further, however, that if such funds have not been applied to such replacing, repairing or restoring within 270 days of the receipt thereof, Borrowers shall pay any remaining portion of such sums to Agent for application to the Loans. (f) Upon receipt by Agent or a Credit Party of any proceeds (other than Insurance Proceeds) resulting from any condemnation, seizure, taking, confiscation or requisition for use of any property of a Credit Party, by the exercise of the power of eminent domain or otherwise, then 100% of such net proceeds shall be applied as a mandatory prepayment of the Loans; provided, however, that so long as no Default or Event of Default then exists or would exist as a result thereof and the aggregate of such proceeds for any occurrence is less than $500,000, Borrowers may use such proceeds for the purpose of replacing, repairing, or restoring such property; provided, further, however, that if such funds have not been applied to such replacing, repairing or restoring within 270 days of the receipt thereof, Borrowers shall pay any remaining portion of such sums to Agent for application to the Loans. (g) Each prepayment of the Loans pursuant to this Section 2.7 (other than subpart (a)) or (unless subject to the provisions b) of Section 2.3(b)(ii) hereof) shall be applied to the prepayment in full of all outstanding Revolving Loans, which such prepayment shall not constitute a permanent reduction to the Revolving Credit Commitment. Any prepayment required to made under this Section 2.7 shall be subject to any fee or other charge the prepayment fees set forth in connection with any Hedge AgreementSection 2.4 hereof.

Mandatory Payment. (a) If the Revolving Credit Exposure at any time exceeds the Revolving Borrowing Limit, Borrowers shall, as promptly as practicable, but in no event later than the next Business Day, prepay an aggregate principal amount of the Revolving Loans sufficient to cause the Revolving Credit Exposure not to be in excess of the Revolving Borrowing Limit (without a permanent commitment reduction). (b) [Reserved]. (c) If any Credit Party commences and completes a public or private offering of equity or debt securities (other than (i) a debt offering permitted under Section 5.8 hereof, or (iii) an equity or debt offering by any Credit Party to another Credit Party), then 100% of the Net Cash Proceeds of any such equity or debt offering shall be paid, within ten (10) 5 days of receipt of such Net Cash Proceeds by such Company, to Agent, for the benefit of the Lenders, to be applied as a prepayment of the Loans. The provisions of this Section 2.7(c) shall not be understood to limit the rights and remedies of Agent and the Lenders for any breach of the provisions of this Agreement. (d) If any Credit Party sells or otherwise disposes of any assets (other than assets specifically permitted to be sold or disposed pursuant to Section 5.12 to the extent they have not been made specifically subject to this Section 2.7(d) under the provisions of Section 5.12), then the Net Cash Proceeds Proceeds, in an amount in excess of $25,000 100,000, of such sale or disposition shall be paid, within ten (10) days of the receipt of such proceeds, by Borrowers to Agent, for the benefit of the Lenders, to be applied as a prepayment on the Loans; provided, however, that so long as no Default or Event of Default then exists or would exist as a result thereof, Borrowers shall not be required to prepay the Loans with any such Net Cash Proceeds to the extent that Borrowers indicate to the Agent that they (or any Credit Party) intend to reinvest such Net Cash Proceeds within 270 days of receipt thereof in assets used in the business of any Company and which will be subject to a first priority Lien of Agent for the benefit of the Lenders, subject only to Permitted Liens. To the extent any Net Cash Proceeds are not so reinvested within 270 days of receipt thereof, Borrowers shall make the prepayment otherwise provided by this Section 2.7(d). The provisions of this Section 2.7(d) shall not be understood to limit the rights and remedies of Agent and the Lenders for any breach of the provisions of Section 5.12 hereof. (e) Upon receipt by Agent or a Company of any insurance proceeds (other than business interruption insurance) (“Insurance Proceeds”), then 100% of the net Insurance Proceeds shall be applied as a mandatory prepayment of the Loans; provided, however, that so long as no Default or Event of Default then exists or would exist as a result thereof and the aggregate of such Insurance Proceeds for any occurrence is less than $500,000thereof, Borrowers may use such Insurance Proceeds for the purpose of replacing, repairing, or restoring the insured property; provided, further, however, that if such funds have not been applied to such replacing, repairing or restoring within 270 days of the receipt thereof, Borrowers shall pay any remaining portion of such sums to Agent for application to the Loans. (f) Upon receipt by Agent or a Credit Party of any proceeds (other than Insurance Proceeds) resulting from any condemnation, seizure, taking, confiscation or requisition for use of any property of a Credit Party, by the exercise of the power of eminent domain or otherwise, then 100% of such net proceeds shall be applied as a mandatory prepayment of the Loans; provided, however, that so long as no Default or Event of Default then exists or would exist as a result thereof and the aggregate of such proceeds for any occurrence is less than $500,000thereof, Borrowers may use such proceeds for the purpose of replacing, repairing, or restoring such property; provided, further, however, that if such funds have not been applied to such replacing, repairing or restoring within 270 days of the receipt thereof, Borrowers shall pay any remaining portion of such sums to Agent for application to the Loans. (g) Each prepayment of the Loans pursuant to this Section 2.7 (other than subpart (a)) (unless subject to the provisions of Section 2.3(b)(ii) hereof) shall be applied to the prepayment in full of all outstanding Revolving Loans, which such prepayment shall not constitute a permanent reduction to the Revolving Credit Commitment. Any prepayment required to made under this Section 2.7 shall be subject to any fee or other charge in connection with any Hedge Agreement.

Mandatory Payment. (a) If the Revolving Credit Exposure at any time exceeds the amount of the Revolving Borrowing Limit, Borrowers Borrower shall, as promptly as practicable, but in no event later than the next Business Day, prepay an aggregate principal amount of the Revolving Loans sufficient to cause bring the Revolving Credit Exposure not to be in excess of within the Revolving Borrowing Limit (without a permanent commitment reduction)Limit. (b) [Reserved]. (c) If any Credit Party commences and completes a public or private offering of equity or debt securities (other than (i) a debt offering permitted under Section 5.8 hereof, or (iii) an equity or debt offering by any Credit Party to another Credit Party), then 100% of the Net Cash Proceeds of any such equity or debt offering shall be paid, within ten (10) days of receipt of such Net Cash Proceeds by such Company, to Agent, for the benefit of the Lenders, to be applied as a prepayment of the Loans. The provisions of this Section 2.7(c) shall not be understood to limit the rights and remedies of Agent and the Lenders for any breach of the provisions of this Agreement. (d) If any Credit Party sells or otherwise disposes of any assets (other than assets specifically permitted to be sold or disposed pursuant to Section 5.12 to the extent they have not been made specifically subject to this Section 2.7(d) under the provisions of Section 5.12), then the Net Cash Proceeds in an amount in excess of $25,000 of such sale or disposition shall be paid, within ten (10) days of the receipt of such proceeds, by Borrowers to Agent, for the benefit of the Lenders, to be applied as a prepayment on the Loans; provided, however, that so long as no Default or Event of Default then exists or would exist as a result thereof, Borrowers shall not be required to prepay the Loans with any such Net Cash Proceeds to the extent that Borrowers indicate to the Agent that they (or any Credit Party) intend to reinvest such Net Cash Proceeds within 270 days of receipt thereof in assets used in the business of any Company and which will be subject to a first priority Lien of Agent for the benefit of the Lenders, subject only to Permitted Liens. To the extent any Net Cash Proceeds are not so reinvested within 270 days of receipt thereof, Borrowers shall make the prepayment otherwise provided by this Section 2.7(d). The provisions of this Section 2.7(d) shall not be understood to limit the rights and remedies of Agent and the Lenders for any breach of the provisions of Section 5.12 hereof. (e) Upon receipt by Agent Bank or a Company of any insurance proceeds (other than business interruption insurance) losses, returns, or unearned premiums under any insurance policy required pursuant to Section 5.1 hereof (“Insurance Proceeds”), then Borrower shall cause one hundred percent (100% %) of the net Insurance Proceeds shall to be applied as a mandatory prepayment of the Loans; provided, however, that so long as no Default or Event of Default then exists or would exist as a result thereof and the aggregate of (i) Bank may, in its discretion, permit such Insurance Proceeds for any occurrence is less than $500,000, Borrowers may use such Insurance Proceeds to used for the purpose of replacing, repairing, or restoring the insured property; provided, furtheror (ii) if no Event of Default has occurred and is then continuing, however, that if such funds have not been applied Bank shall permit any and all Insurance Proceeds to such be used for the purposes of replacing, repairing or restoring within 270 days the insured property so long as the aggregate sum of the receipt thereof, Borrowers shall pay any remaining portion of all such sums to Agent for application to the LoansInsurance Proceeds does not exceed Three Million Dollars ($3,000,000) per incident. (fc) Upon receipt by Agent Bank or a Credit Party Company of any proceeds (other than Insurance Proceeds) resulting from any condemnation, seizure, taking, confiscation or requisition for use of any property of a Credit PartyCompany, by the exercise of the power of eminent domain or otherwise, then one hundred percent (100% %) of such net proceeds shall be applied as a mandatory prepayment of the Loans; provided, however, that so long as no Default or Event of Default then exists or would exist as a result thereof and the aggregate of (i) Bank may, in its discretion, permit such proceeds for any occurrence is less than $500,000, Borrowers may use such proceeds to used for the purpose of replacing, repairing, or restoring such property; provided, furtheror (ii) if no Event of Default has occurred and is then continuing, however, that if Bank shall permit any and all such funds have not been applied proceeds to such be used for the purposes of replacing, repairing or restoring within 270 days the insured property so long as the aggregate sum of the receipt thereof, Borrowers shall pay any remaining portion of all such sums to Agent for application to the Loansproceeds does not exceed Three Million Dollars ($3,000,000) per incident. (gd) Each prepayment of the Loans pursuant to All prepayments under this Section 2.7 (other than subpart (a)) (unless subject to the provisions of Section 2.3(b)(ii) hereof) shall be applied to the prepayment in full of all outstanding Revolving Loans, which such prepayment prepayments shall not constitute a permanent reduction to the Maximum Revolving Credit Commitment. Any prepayment required to made under this Section 2.7 shall be subject to any fee or other charge in connection with any Hedge AgreementAmount.