Common use of Mandatory Prepayments Clause in Contracts

Mandatory Prepayments. (a) If at any time, the aggregate principal amount of any Borrower’s Revolving Credit Outstandings exceeds such Borrower’s Revolving Credit Sublimit at such time, such Borrower shall forthwith prepay first, the Swingline Loans and then the Revolving Loans made to such Borrower then outstanding in an aggregate amount equal to such excess. If any such excess remains after repayment in full of the aggregate outstanding Swingline Loans and Revolving Loans made to such Borrower, such Borrower shall provide cash collateral for its then outstanding Letter of Credit Obligations in the manner set forth in Section 8.2 (Actions in Respect of Letters of Credit) in an amount equal to 105% of such excess. (b) If at any time, the aggregate principal amount of Revolving Credit Outstandings exceeds the aggregate Revolving Credit Commitments at such time, each Borrower shall forthwith prepay first, the Swingline Loans and then the Revolving Loans made to such Borrower then outstanding in an aggregate amount equal to (i) the percentage obtained by dividing the aggregate outstanding principal balance of the Revolving Credit Outstandings owing by such Borrower by the aggregate outstanding principal balance of the Revolving Credit Outstandings owing by all Borrowers multiplied by (ii) the aggregate amount of such excess. If any such excess remains after repayment in full of the aggregate outstanding Swingline Loans and Revolving Loans, each Borrower shall provide cash collateral for its then outstanding Letter of Credit Obligations in the manner set forth in Section 8.2 (Actions in Respect of Letters of Credit) in an amount equal to 105% of (A) the percentage obtained by dividing the aggregate outstanding amount of the Letter of Credit Obligations owing by such Borrower by the aggregate outstanding amount of the Letter of Credit Obligations owing by all Borrowers multiplied by (B) the aggregate amount of such excess.

Mandatory Prepayments. (a) If at on any timedate any Group Member shall receive Net Cash Proceeds from any Asset Sale or Recovery Event then, unless a Reinvestment Notice shall be delivered in respect thereof, such Net Cash Proceeds shall be applied on such date toward the prepayment of the Loans as set forth in Section 2.5(d); provided, that, notwithstanding the foregoing, (i) the aggregate Net Cash Proceeds of Asset Sales and Recovery Events that may be excluded from the foregoing requirement pursuant to a Reinvestment Notice shall not exceed $250,000 and (ii) on each Reinvestment Prepayment Date, an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied toward the prepayment of the Loans as set forth in Section 2.5(d). (b) If on any date of determination the aggregate principal amount of Loans (excluding any Borrower’s Revolving Credit Outstandings Additional Loans) outstanding exceeds the Borrowing Base (such Borrower’s Revolving Credit Sublimit at such timeexcess amount being referred to herein as, such an “Over Advance”), the Borrower shall forthwith prepay first, the Swingline Loans and then the Revolving Loans made to such Borrower then outstanding in an aggregate amount equal to such excessOver Advance on such date. If any such excess remains after repayment in full of Notwithstanding the foregoing, the Borrower shall not be required to make a prepayment pursuant to this Section 2.5(b) so long as (i) the aggregate outstanding Swingline Loans amount of Over Advances on such date does not exceed $3,000,000, (ii) no Default or Event of Default has occurred and Revolving Loans made to such Borroweris continuing, such Borrower shall provide cash collateral for its then outstanding Letter of Credit Obligations in the manner set forth in Section 8.2 (Actions in Respect of Letters of Creditiii) in an amount equal to 105(A) 110% of such excess. (b) If at any time, the aggregate principal amount of Revolving Credit Outstandings exceeds Loans (excluding any Additional Loans) outstanding on such date minus (B) the aggregate Revolving Credit Commitments at Borrowing Base is deposited by the Borrower on such time, each Borrower shall forthwith prepay first, the Swingline Loans and then the Revolving Loans made to such Borrower then outstanding date in an aggregate amount equal interest-bearing segregated account subject to (i) the percentage obtained by dividing the aggregate outstanding principal balance sole dominion and control of the Revolving Credit Outstandings owing by such Borrower by Administrative Agent (the aggregate outstanding principal balance of “Over Advance Account”), and (iv) upon the Revolving Credit Outstandings owing by all Borrowers multiplied by (ii) the aggregate amount of such excess. If any such excess remains after repayment in full of the aggregate outstanding Swingline Loans and Revolving Loans, each Borrower shall provide cash collateral for its then outstanding Letter of Credit Obligations in the manner set forth in Section 8.2 (Actions in Respect of Letters of Credit) in an amount equal to 105% earlier of (A) the percentage obtained by dividing next date on which the aggregate outstanding amount of Borrower is required to deliver to the Letter of Credit Obligations owing by such Borrower by the aggregate outstanding amount of the Letter of Credit Obligations owing by all Borrowers multiplied by Administrative Agent a Borrowing Base Certificate pursuant to Section 6.2 and (B) the aggregate occurrence of a Default or an Event of Default, the Borrower either (i) directs the Administrative Agent to apply the proceeds in the Over Advance Account equal to the then applicable Over Advances to the prepayment of the Loans (with the remaining balance to be paid to the Borrower in such account designated by the Borrower) or (ii) only to the extent no Over Advance exists on such date, directs the Administrative Agent to (and the Administrative Agent thereafter shall promptly, but in any event within two (2) Business Days of receiving such direction) deposit all amounts in the Over Advance Account to such account designated by the Borrower in writing at such time. (c) If any Indebtedness shall be incurred by any Group Member (excluding any Indebtedness incurred in accordance with Section 7.2), an amount equal to 100% of the Net Cash Proceeds thereof shall be applied on the date of such excessincurrence toward the prepayment of the Loans as set forth in Section 2.5(d). (d) Amounts to be applied in connection with prepayments made pursuant to Section 2.5 shall be applied to the prepayment of the Loans in accordance with Section 2.9. Each prepayment of the Loans under Section 2.5 shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid and the prepayment premium pursuant to Section 2.6.

Mandatory Prepayments. (a) If at the Borrower or any timeof its Subsidiaries shall receive any proceeds from any sale, the aggregate principal amount lease, transfer or disposition to any Person of any Borrower’s Revolving Credit Outstandings exceeds such Borrower’s Revolving Credit Sublimit at such time, such of its Property or Equity Securities (other than sales of inventory in the ordinary course of business and permitted Sale and Leaseback Transactions) then the Borrower shall forthwith prepay firstimmediately upon receipt thereof apply in accordance with Section 2.9 an amount in cash equal to 100% of the Net Sale Proceeds from such sale, lease, transfer or disposition to the Swingline Lenders as a mandatory repayment of outstanding Loans and then the Revolving Loans made to such Borrower then outstanding in an aggregate amount equal to such excess. If any such excess remains after repayment in full of the aggregate outstanding Swingline Loans and Revolving Loans made to such Borrower, such Borrower shall provide cash collateral for its then outstanding Letter of Credit Obligations reduction in the manner set forth remaining Loan Commitment in accordance with the requirements of Section 8.2 (Actions in Respect of Letters of Credit) in an amount equal to 105% of such excess2.8. (b) If at the Borrower or any timeof its Subsidiaries shall receive any proceeds from any incurrence by the Borrower or any of its Subsidiaries of Permitted Interim Financing, then the aggregate principal amount of Revolving Credit Outstandings exceeds the aggregate Revolving Credit Commitments at such time, each Borrower shall forthwith prepay first, the Swingline Loans and then the Revolving Loans made to such Borrower then outstanding immediately upon receipt thereof apply in accordance with Section 2.9 an aggregate amount equal to 100% of the Net Debt Proceeds from the Permitted Interim Financing to the Lenders as a mandatory repayment of outstanding Loans and reduction in the remaining Loan Commitment in accordance with the requirements of Section 2.8. (c) If the Borrower enters into any Acquisition Agreement relating to a CDnow Takeover Proposal or there is consummated a Third Party Tender Offer or the Merger Agreement is terminated pursuant to Section 10.01 (c) (to the extent that one or more of the breaches of the representations, warranties, covenants and agreements of CDnow that formed the basis of such termination could reasonably be expected to have been avoided had CDnow used its reasonable best efforts to ensure the continued accuracy, compliance and performance of its representations, warranties, covenants and agreements under the Merger Agreement) or Section 10.01(d) thereof, then (i) the percentage obtained Loan Commitment shall automatically and immediately terminate and the unpaid aggregate principal amount of, and any and all accrued Interest on, the Loans and any and all other Obligations shall automatically become immediately due and payable, with all Interest from time to time accrued thereon and without presentation, demand or protest or other requirements of any kind (including without limitation, valuation and appraisement, due diligence, presentment, notice of intent to demand or accelerate and notice of acceleration), all of which are hereby expressly waived by dividing the aggregate outstanding principal balance Borrower, and the obligation of the Revolving Credit Outstandings owing by such Borrower by the aggregate outstanding principal balance of the Revolving Credit Outstandings owing by all Borrowers multiplied by (ii) the aggregate amount of such excess. If Lenders to make any such excess remains after repayment in full of the aggregate outstanding Swingline Loans and Revolving Loans, each Borrower hereunder shall provide cash collateral for its then outstanding Letter of Credit Obligations in the manner set forth in Section 8.2 (Actions in Respect of Letters of Credit) in an amount equal to 105% of (A) the percentage obtained by dividing the aggregate outstanding amount of the Letter of Credit Obligations owing by such Borrower by the aggregate outstanding amount of the Letter of Credit Obligations owing by all Borrowers multiplied by (B) the aggregate amount of such excessthereupon terminate.

Mandatory Prepayments. Without reducing the Revolving Loan Facility or any of the Revolving Loan Commitments, the Borrower shall prepay the Loans as follows: (ai) If If, at any time, the aggregate principal amount Effective Amount of any Borrower’s all Revolving Credit Outstandings Loans, Swing Line Loans and L/C Obligations then outstanding exceeds such Borrower’s the Revolving Credit Sublimit Loan Facility at such time, such the Borrower shall forthwith immediately (A) prepay firstthe Swing Line Loans to the extent Swing Line Loans in a sufficient amount are then outstanding, the Swingline Loans and (B) then prepay the Revolving Loans made to such Borrower the extent Revolving Loans in a sufficient amount are then outstanding outstanding, in an aggregate principal amount equal to such excess. If any such excess remains after repayment and (C) Cash Collateralize the Obligations in full respect of the aggregate outstanding Swingline Letters of Credit in an amount equal to the then Effective Amount of the L/C Obligations. (ii) If, during any fiscal year (including fiscal year 2008), any CBII Entity consummates any Asset Sale and the Net Cash Proceeds of such Asset Sale, when added to the Net Cash Proceeds of all such Asset Sales by all CBII Entities during such fiscal year, in the aggregate, exceed $15,000,000 for such fiscal year (the “Sales Basket Amount”), the Borrower shall, immediately after the completion of each Asset Sale which results in such an excess or an increase in such an excess, prepay (or cause to be prepaid) the outstanding Loans and Revolving Loans made to such Borrower, such Borrower shall provide cash collateral for its then outstanding Letter of Credit the other Obligations in the manner set forth in Section 8.2 2.06(e), in each case, in an aggregate principal amount equal to 100% of such excess or such increase in such excess; provided, however, that: (Actions A) no such prepayment shall be required in Respect connection with any Asset Sale (or related Asset Sales, in a series or otherwise) otherwise permitted under Section 5.02(c) to the extent the aggregate consideration received by the CBII Entities for such Asset Sale (or related Asset Sales, in a series or otherwise) does not exceed $1,000,000 (and such sale proceeds shall not be counted towards the Sales Basket Amount); (B) so long as no Event of Letters Default has occurred and is continuing or would result therefrom, no such prepayment shall be required in connection with any Asset Sale (or related Asset Sale, in a series or otherwise) (each, a “Relevant Sale”) otherwise permitted under Section 5.02(c) to the extent (1) if the Net Cash Proceeds from all Relevant Sales in any fiscal year exceed $5,000,000, the Borrower advises the Administrative Agent in writing at the time the Net Cash Proceeds from such Relevant Sale are received that the Borrower intends to cause a Borrower Entity to reinvest all or any portion of Creditsuch Net Cash Proceeds in property, plant, equipment, other fixed or capital assets, and/or investments (including joint ventures) in Food Related Businesses and (2) such Net Cash Proceeds are in fact so reinvested in the acquisition of such assets or investments within 180 days from the date on which such Net Cash Proceeds from such Relevant Sale are received; and (C) anything contained in this Section 2.06(c)(ii) to the contrary notwithstanding, so long as no Event of Default has occurred and is continuing or would result from any sale or disposition of assets otherwise giving rise to a required prepayment under this Section 2.06(c)(ii), in the event the Borrower Leverage Ratio is, on a pro forma basis, (1) less than 2.50 to 1.00 both before and after giving effect to such sale or disposition of assets, no such prepayment shall be required, or (2) equal to or in excess of 2.50 to 1.00 both before or after giving effect to such disposition, such prepayment shall be required in an amount equal to 105% the lesser of such excess. (b) If at any time, the aggregate principal amount of Revolving Credit Outstandings exceeds the aggregate Revolving Credit Commitments at such time, each Borrower shall forthwith prepay first, the Swingline Loans and then the Revolving Loans made to such Borrower then outstanding in an aggregate amount equal to (i) the percentage obtained by dividing the aggregate outstanding principal balance amount of the Revolving Credit Outstandings owing by such Borrower by the aggregate outstanding principal balance of the Revolving Credit Outstandings owing by all Borrowers multiplied by Net Cash Proceeds and (ii) the aggregate amount necessary to decrease the Borrower Leverage Ratio to, on a pro forma basis, less than 2.5 to 1.0 both before and after giving effect to such disposition and the use of such excessNet Cash Proceeds. If If, at any time after the occurrence of a Relevant Sale and prior to the acquisition of such excess remains after repayment assets or investments, the 180-day period provided in full clause (B) above in the preceding sentence shall elapse without the occurrence of the aggregate related acquisition or investment or an Event of Default shall occur and is continuing, then the Borrower shall immediately prepay the Loans in the amount and in the manner described in the first sentence of this Section 2.06(c)(ii). (iii) If, during any fiscal year (including fiscal year 2008), any CBII Entity receives Extraordinary Receipts and the Net Cash Proceeds of such Extraordinary Receipts that, when added to the Net Cash Proceeds of all such Extraordinary Receipts obtained by all CBII Entities during such fiscal year, in the aggregate, exceed $20,000,000 for such fiscal year, the Borrower shall, after receipt thereof by the CBII Entities of the Net Cash Proceeds from such Extraordinary Receipts which results in such an excess or an increase in such an excess (but subject to the reinvestment exceptions below), immediately prepay (or cause to be prepaid) the outstanding Swingline Loans and Revolving Loans, each Borrower shall provide cash collateral for its then outstanding Letter of Credit the other Obligations in the manner set forth in Section 8.2 (Actions 2.06(e), in Respect of Letters of Credit) each case, in an aggregate principal amount equal to 105100% of such excess or such increase in such excess. Notwithstanding the foregoing, the Borrower shall not be required to make a prepayment pursuant to this Section 2.06(c)(iii) with respect to any event resulting in the receipt of Extraordinary Receipts (a “Relevant Event”) if the Borrower advises the Administrative Agent in writing promptly after the time the excess Net Cash Proceeds from such Relevant Event are received that the Borrower intends to cause a Borrower Entity to reinvest all or any portion of such excess Net Cash Proceeds in property, plant, equipment, other replacement assets, and/or investments (including joint ventures) in Food-Related Businesses to the extent (A) the percentage obtained by dividing the aggregate outstanding amount of the Letter of Credit Obligations owing such excess Net Cash Proceeds are in fact committed to be reinvested by such Borrower Person pursuant to a purchase contract providing for the acquisition of such replacement assets that is executed by such Person and the aggregate outstanding amount related seller within one year from the date of the Letter of Credit Obligations owing by all Borrowers multiplied by such Relevant Event and (B) the acquisition of such replacement assets or investments occurs within two years from the date on which the Net Cash Proceeds from the Relevant Event are received; provided, however, that the Borrower’s requirement to advise the Administrative Agent as provided above shall not apply to any Relevant Event until the Net Cash Proceeds in respect of such Relevant Events during such fiscal year exceed $20,000,000. If, at any time after the occurrence of a Relevant Event and prior to the acquisition of the related replacement assets or investments, the one-year or two-year period provided in clause (A) or (B), respectively, of the preceding sentence shall elapse without execution of the related purchase contract (in the case of clause (A)), the occurrence of the related acquisition or investment (in the case of clause (B)) or an Event of Default shall occur and only so long as continuing, then, upon request of the Administrative Agent or the Required Lenders, the Borrower shall immediately prepay the Loans in the amount and in the manner described in the first sentence of this Section 2.06(c)(iii). At any time after the occurrence of a Relevant Event and prior to the acquisition of the related replacement assets or investments, upon request of the Administrative Agent or the Required Lenders, the Borrower shall deposit the Net Cash Proceeds from such Relevant Event which result in an excess over the $20,000,000 per fiscal year amount described above or an increase in such an excess into an interest-bearing account with Rabobank, N.A. or another institution reasonably satisfactory to the Administrative Agent (which interest-bearing account shall be subject to a security interest in favor of the Collateral Agent for the benefit of the Secured Parties that is perfected by the Borrower entering into a control agreement and other documentation reasonably requested by the Administrative Agent) until such Net Cash Proceeds are reinvested or paid toward the Loans as directed by the Borrower. (iv) If, at any time after the Effective Date, any CBII Entity issues or incurs any Indebtedness for borrowed money, including Indebtedness evidenced by notes, bonds, debentures or other similar instruments that, when added to all such Indebtedness for borrowed money issued or incurred by all CBII Entities after the Effective Date, in the aggregate, exceeds $50,000,000 (provided that (A) Permitted Indebtedness (1) secured solely by a Lien of the type described in clause (c) of the definition of Permitted Liens or (2) owed by a CBII Entity to another CBII Entity and (B) Refinancing Indebtedness shall not be counted and non-cash assets received upon issuance of debt in connection with asset acquisitions shall be excluded, except to the extent any such Permitted Indebtedness is issued or incurred to finance, directly or indirectly, the payment in cash or otherwise, of any Distributions by any of the CBII Entities), the Borrower shall, after such issuance or incurrence which results in such an excess or an increase in such an excess, immediately prepay (or cause to be prepaid) the outstanding Loans and the other Obligations in the manner set forth in Section 2.06(e), in each case, in an aggregate principal amount equal to 100% of the Net Cash Proceeds of such of such excess or such increase in such excess. (v) On or prior to the 120th day following the end of each fiscal year of CBII (commencing with the fiscal year of CBII ending December 31, 2008), the Borrower shall prepay (or cause to be prepaid) the outstanding Loans and the other Obligations in the manner set forth in Section 2.06(e) in an aggregate amount equal to 50% of Excess Cash Flow for such most recently ended fiscal year, provided that such amount shall be reduced to 0% of Excess Cash Flow if the Borrower Leverage Ratio as of the most recently ended fiscal year of CBII shall be less than 2.50:1.00. (vi) If, at any time after the Effective Date, any CBII Entity issues any Equity Securities (other than (v) issuances thereof the proceeds of which are used to make a Permitted Acquisition; provided that such Permitted Acquisition occurs within 90 days after such issuance, (w) any issuances thereof to CBII or any Borrower Entity, (x) sales or issuances to any management or employees under any employee stock option or stock purchase plans in existence from time to time, (y) issuances of director’s qualifying shares and (z) any issuances in connection with the exercise of warrants), the Borrower shall, after such issuance or incurrence, immediately prepay (or cause to be prepaid) the outstanding Loans and the other Obligations in the manner set forth in Section 2.06(e), in each case, in an aggregate principal amount equal to 50% of the Net Cash Proceeds from such Equity Securities. (vii) If, at any time, any CBII Entity shall fail to observe or perform the covenant contained in Section 5.02(p)(ii), the Administrative Agent may or, upon instructions from the Required Term Lenders, shall, by written notice to the Borrower, require the Borrower to prepay the outstanding Term Loans and the other Obligations with respect thereto, and the Borrower shall so prepay the outstanding Term Loans and the other Obligations with respect thereto, immediately (and in any event within 10 Business Days) following receipt of such notice.

Mandatory Prepayments. (ai) If the Administrative Agent notifies a Borrower at any timetime that (x) the Revolving Credit Exposure under a Revolving Credit Facility at such time exceeds an amount equal to 100% of the Revolving Commitments for such Revolving Credit Facility then in effect, then, within two Business Days after receipt of such notice, the aggregate principal amount relevant Borrower shall prepay Revolving Loans of any Borrower’s such Borrower under such Revolving Credit Outstandings exceeds such Borrower’s Revolving Facility and/or Cash Collateralize the L/C Exposure in respect of Letters of Credit Sublimit at such time, issued for the account of such Borrower shall forthwith prepay first, the Swingline Loans and then the Revolving Loans made to such Borrower then outstanding in an aggregate amount equal sufficient to reduce such excess. If any Revolving Credit Exposure as of such excess remains date of payment to an amount not to exceed 100% of the Revolving Commitments then in effect under such Revolving Credit Facility; provided, however, that, subject to the provisions of Section 2.05(g)(ii), no Borrower shall be required to Cash Collateralize the L/C Exposures pursuant to this Section 2.10(b) unless, after repayment the prepayment in full of the aggregate outstanding Swingline Loans and Revolving Loans made to under the applicable Revolving Credit Facility, the Revolving Credit Exposure under such BorrowerRevolving Credit Facility exceeds the Revolving Commitments then in effect under such Revolving Credit Facility. (ii) (A) If the Company or any Subsidiary receives any Net Cash Proceeds from any Asset Sale or Casualty Event, such Borrower the Borrowers shall provide cash collateral for its then outstanding Letter of Credit Obligations in the manner set forth in Section 8.2 (Actions in Respect of Letters of Credit) in apply an amount equal to 105100% of such excess. Net Cash Proceeds (bin the case of an Asset Sale by a Foreign Subsidiary, net of additional taxes payable (or that would be payable if the Net Cash Proceeds were repatriated to the United States) If at any time, or reserved against as a result thereof) in accordance with Section 2.10(b)(vi) on or prior to the aggregate principal amount date which is ten (10) Business Days after the date of Revolving Credit Outstandings exceeds the aggregate Revolving Credit Commitments at realization or receipt of such time, each Borrower Net Cash Proceeds; provided that no such prepayment shall forthwith prepay first, the Swingline Loans and then the Revolving Loans made be required pursuant to this Section 2.10(b)(ii)(A) with respect to such Borrower then outstanding Net Cash Proceeds that the Company or a Subsidiary shall reinvest in an aggregate amount equal to (i) the percentage obtained by dividing the aggregate outstanding principal balance of the Revolving Credit Outstandings owing by such Borrower by the aggregate outstanding principal balance of the Revolving Credit Outstandings owing by all Borrowers multiplied by (ii) the aggregate amount of such excess. If any such excess remains after repayment in full of the aggregate outstanding Swingline Loans and Revolving Loans, each Borrower shall provide cash collateral for its then outstanding Letter of Credit Obligations in the manner set forth in accordance with Section 8.2 (Actions in Respect of Letters of Credit) in an amount equal to 105% of (A) the percentage obtained by dividing the aggregate outstanding amount of the Letter of Credit Obligations owing by such Borrower by the aggregate outstanding amount of the Letter of Credit Obligations owing by all Borrowers multiplied by (B) the aggregate amount of such excess2.10(b)(ii)(B).

Mandatory Prepayments. (a) If at On each date on which the Commitments are reduced or terminated pursuant to Section 2.08 or Section 2.09, the Borrower shall repay or prepay such principal amount of the outstanding Advances and Swing Line Advances, if any time(together with interest accrued thereon and any amounts due under Section 8.05(a)), as may be necessary so that after such payment the aggregate unpaid principal amount of the Advances, together with the aggregate principal amount of any Borrower’s Revolving Credit Outstandings exceeds such Borrower’s Revolving Credit Sublimit at such timeall Swing Line Advances, such Borrower shall forthwith prepay first, the Swingline Loans and then the Revolving Loans made to such Borrower then outstanding in an aggregate amount equal to such excess. If any such excess remains after repayment in full of the aggregate outstanding Swingline Loans and Revolving Loans made to such Borrower, such Borrower shall provide cash collateral for its then outstanding Letter of Credit Obligations in Advances, Licensee Loans and Undrawn Amounts does not exceed the manner set forth in Section 8.2 (Actions in Respect aggregate amount of Letters of Credit) in an amount equal the Commitments as then reduced. Each such payment or prepayment shall be applied to 105% repay or prepay first to Swing Line Advances outstanding on the date of such excessprepayment and then, ratably to the Advances of the several Banks. (b) If at any time, In the event that: (1) the aggregate principal amount of Revolving Credit Outstandings exceeds all Advances, together with the aggregate Revolving principal amount of the Swing Line Advances, Licensee Loans, Letter of Credit Advances and Undrawn Amounts at any one time outstanding shall at any time exceed the Borrowing Base; or (2) the aggregate principal amount of all Advances, together with the aggregate principal amount of the Swing Line Advances, Licensee Loans, Letter of Credit Advances and Undrawn Amounts at any one time outstanding shall at any time exceed the aggregate amount of the Commitments of all of the Banks at such time, each Borrower the Borrowers shall forthwith prepay first, immediately repay so much of the Swingline Loans Advances and then the Revolving Loans made to such Borrower then outstanding Swing Line Advances as is necessary in an aggregate amount equal to order that: (i1) the percentage obtained by dividing aggregate principal amount of the Advances thereafter outstanding, together with the aggregate outstanding principal balance amount of the Revolving Swing Line Advances, Licensee Loans, Letter of Credit Outstandings owing by such Borrower by Advances and Undrawn Amounts shall not exceed the Borrowing Base; and (2) the aggregate outstanding principal balance amount of the Revolving Advances thereafter outstanding, together with the aggregate principal amount of the Swing Line Advances, Licensee Loans, Letter of Credit Outstandings owing by all Borrowers multiplied by (ii) Advances and Undrawn Amounts shall not exceed the aggregate amount of such excess. If any such excess remains after repayment in full the Commitments of all of the aggregate outstanding Swingline Loans and Revolving Loans, each Borrower shall provide cash collateral for its then outstanding Letter of Credit Obligations in the manner set forth in Section 8.2 (Actions in Respect of Letters of Credit) in an amount equal to 105% of (A) the percentage obtained by dividing the aggregate outstanding amount of the Letter of Credit Obligations owing by Banks at such Borrower by the aggregate outstanding amount of the Letter of Credit Obligations owing by all Borrowers multiplied by (B) the aggregate amount of such excesstime.

Mandatory Prepayments. (a) If at any timeWithin five days after delivery to Agent of Borrowers' audited annual financial statements pursuant to Section 9.1.2 (the "ECF Payment Date"), commencing with the delivery to Agent of the audited annual financial statements for the Fiscal Year ending December 31, 2017, Borrowers shall (i) deliver to Agent a written calculation of Excess Cash Flow for such Fiscal Year, certified by a Senior Officer of the Ultimate Parent, and (ii) (A) if the Leverage Ratio is greater than 3.25:1.00 as of the last day of such Fiscal Year, prepay the outstanding principal amount of the Term Loans in an amount equal to the result of (to the extent positive) (1) 75% of the Excess Cash Flow of the Ultimate Parent and its Subsidiaries for such Fiscal Year minus (2) the aggregate principal amount of all payments made by the Borrowers pursuant to Section 5.2.3 for such Fiscal Year or, at the option of the Borrowers, prior to the ECF Payment Date, so long as, to the extent any Borrower’s Revolving Credit Outstandings exceeds deduction is made pursuant to the foregoing clause (2) after such Borrower’s Revolving Credit Sublimit at Fiscal Year and prior to when such timeExcess Cash Flow prepayment is due, such Borrower prepayment shall forthwith prepay firstnot be deducted with respect to the Excess Cash Flow prepayment for the succeeding Fiscal Year, or (B) if the Swingline Loans and then the Revolving Loans made to such Borrower then outstanding in an aggregate amount Leverage Ratio is less than or equal to such excess. If any such excess remains after repayment in full 3.25:1.00 as of the aggregate last day of such Fiscal Year, prepay the outstanding Swingline principal amount of the Term Loans and Revolving Loans made to such Borrower, such Borrower shall provide cash collateral for its then outstanding Letter of Credit Obligations in the manner set forth in Section 8.2 (Actions in Respect of Letters of Credit) in an amount equal to 105the result of (to the extent positive) (1) 50% of the Excess Cash Flow of the Ultimate Parent and its Subsidiaries for such excess. Fiscal Year minus (b2) If at any time, the aggregate principal amount of Revolving Credit Outstandings exceeds all payments made by the aggregate Revolving Credit Commitments Borrowers pursuant to Section 5.2.3 for such Fiscal Year or, at the option of the Borrowers, prior to the ECF Payment Date, so long as, to the extent any deduction is made pursuant to the foregoing clause (2) after such timeFiscal Year and prior to when such Excess Cash Flow prepayment is due, such prepayment shall not be deducted with respect to the Excess Cash Flow prepayment for the succeeding Fiscal Year (the "Excess Cash Flow Payment Amount"); provided, that if the Payment Conditions are not satisfied at the time such payment is due, Borrowers shall pay such portion of the Excess Cash Flow Payment Amount permitted to be paid on such date, if any, and shall on the first day of each Borrower month thereafter, pay such portion of the unpaid amount of the Excess Cash Flow Payment Amount permitted to be paid such that the Payment Conditions are satisfied until such time as the entire Excess Cash Flow Payment Amount has been paid in full; (b) Concurrently with any disposition of assets of an Obligor in excess of $750,000 in any Fiscal Year (excluding the sale or other transfer of Inventory and Accounts in the Ordinary Course of Business), Borrowers shall forthwith prepay first, the Swingline Loans and then the Revolving Loans made to such Borrower then outstanding Term Loan in an aggregate amount equal to the Net Proceeds of such disposition; provided that so long as no Event of Default shall have occurred and be continuing, the recipient of any such Net Proceeds may reinvest such Net Proceeds within (i) 180 days of such disposition in replacement assets performing the percentage obtained by dividing the aggregate outstanding principal balance of the Revolving Credit Outstandings owing by such Borrower by the aggregate outstanding principal balance of the Revolving Credit Outstandings owing by all Borrowers multiplied by same or similar functions; or (ii) within 270 days of such disposition if Borrowers have entered into a binding commitment to make such reinvestment in replacement assets performing the same or similar functions within the 180 day period referred to in clause (i) provided that, (A) to the extent such disposition relates to ABL Priority Collateral, such ABL Priority Collateral Proceeds shall be applied (i) first, to Revolver Debt until paid in full and (ii) second, to the Term Loans until paid in full and (B) to the extent such disposition relates to Term Priority Collateral, such Term Priority Collateral Proceeds shall be applied (i) first, to the Term Loan until paid in full and (ii) second, to the Revolver Debt until paid in full; (c) Concurrently with the receipt by any Obligor of any proceeds of any insurance or condemnation award in excess of $2,500,000, the recipient of such proceeds shall prepay the Term Loan in an amount equal to such proceeds; provided that so long as no Event of Default shall have occurred and be continuing, the recipient of any such proceeds may reinvest such proceeds (only to the extent that the aggregate amount of such excess. If proceeds from any single casualty or condemnation award do not exceed $7,000,000) within (i) 180 days of such excess remains after repayment disposition in replacement assets performing the same or similar functions or (ii) within 270 days of such disposition if Borrowers have entered into a binding commitment to make such reinvestment in replacement assets performing the same or similar functions within the 180 day period referred to in clause (i); provided that, (A) to the extent such proceeds of insurance or condemnation award relates to ABL Priority Collateral, such ABL Priority Collateral Proceeds shall be applied (i) first, to Revolver Debt until paid in full and (ii) second, to the Term Loans until paid in full and (B) to the extent such proceeds of insurance or condemnation award relates to Term Priority Collateral, such Term Priority Collateral Proceeds shall be applied (i) first, to the aggregate outstanding Swingline Loans Term Loan until paid in full and Revolving Loans(ii) second, each Borrower shall provide cash collateral for its then outstanding Letter to the Revolver Debt until paid in full; (d) Concurrently with any issuance of Credit Obligations Equity Interests (including issuances of Equity Interests constituting Equity Cure Contributions, but excluding issuances of Equity Interests constituting "Equity Cure Contributions" (as defined in the manner set forth in Section 8.2 (Actions in Respect of Letters of CreditRevolver Loan Agreement)) by any Obligor, Borrowers shall prepay the Term Loan in an amount equal to 105% of (A) the percentage obtained by dividing the aggregate outstanding amount of the Letter of Credit Obligations owing by such Borrower by the aggregate outstanding amount of the Letter of Credit Obligations owing by all Borrowers multiplied by (B) the aggregate amount net proceeds of such excessissuance; (e) Concurrently with any issuance of Debt (other than Debt permitted by Section 9.2.1) by any Obligor, Borrowers shall prepay the Term Loan in an amount equal to the net proceeds of such issuance; (f) [reserved]; (g) Concurrently with the receipt of any Extraordinary Receipts by any Obligor, Borrowers shall prepay Term Loans in an amount equal to such proceeds; provided that to the extent such proceeds relates to ABL Priority Collateral, such ABL Priority Collateral Proceeds shall be applied (i) first, to Revolver Debt until paid in full and (ii) second, to the Term Loans until paid in full.

Mandatory Prepayments. (ai) If at If, after giving effect to any timetermination or reduction of the aggregate Commitments pursuant to Section 2.06(b), the total Revolving Credit Exposures exceed the total Commitments, then the Borrower shall prepay the Borrowings on the date of such termination or reduction in an aggregate principal amount equal to such excess, and if any excess remains after prepaying all of the Borrowings as a result of an LC Exposure, Cash Collateralize such excess as provided in Section 2.07(j). (ii) Each prepayment of Borrowings pursuant to this Section 3.04(c) shall be applied, first, ratably to any ABR Borrowings then outstanding, and, second, to any Eurodollar Borrowings then outstanding, and if more than one Eurodollar Borrowing is then outstanding, to each such Eurodollar Borrowing in order of priority beginning with the Eurodollar Borrowing with the least number of days remaining in the Interest Period applicable thereto and ending with the Eurodollar Borrowing with the most number of days remaining in the Interest Period applicable thereto. (iii) The Borrower shall prepay the outstanding principal amount of Loans in amounts equal to (A) one hundred percent (100%) of the aggregate Net Proceeds from any Asset Disposition (other than any Asset Disposition by a Drop Down Entity Mortgagor) or (B) the Drop Down Entity Ownership Percentage with respect to such Drop Down Entity Mortgagor of the aggregate Net Proceeds from any Asset Disposition by a Drop Down Entity Mortgagor. Such prepayments shall be made within three (3) Business Days after the date of receipt of the Net Proceeds of any Borrower’s Revolving such Asset Disposition by such Credit Outstandings exceeds Party or Drop Down Entity Mortgagor, as applicable; provided that so long as no Event of Default has occurred and is continuing, no prepayments of aggregate Net Proceeds from Asset Dispositions shall be required hereunder to the extent such Borrower’s Revolving Net Proceeds are used to acquire other assets useful in the ordinary course of the business of the Credit Sublimit at Parties or such timeDrop Down Entity Mortgagor, as applicable, within three hundred sixty (360) days after receipt of such Net Proceeds by the Credit Parties or such Drop Down Entity Mortgagor, as applicable, or such longer period of time as may be agreed to by Majority Lenders; provided, however, that any portion of the Net Proceeds not actually reinvested within the applicable time period shall be prepaid in accordance with this Section 3.04(c). (iv) Promptly following the issuance of any Debt by any Credit Party (other than Debt permitted by Section 9.02 or otherwise consented to by Majority Lenders), the Borrower shall forthwith prepay first, the Swingline Loans and then the Revolving Loans made to such Borrower then outstanding in an aggregate amount equal to one hundred percent (100%) of the Net Proceeds received in respect of such excessDebt. If Nothing in this paragraph is intended to permit any Credit Party to incur Debt other than as permitted under Section 9.02, and any such excess remains after repayment incurrence of Debt in full violation of the aggregate outstanding Swingline Loans and Revolving Loans made to such Borrower, such Section 9.02 shall be a breach of this Agreement. (v) The Borrower shall provide cash collateral for its then prepay the outstanding Letter principal amount of Credit Obligations in the manner set forth in Section 8.2 (Actions in Respect of Letters of Credit) Loans in an amount equal to 105% of such excess. (bA) If at any time, the aggregate principal amount of Revolving Credit Outstandings exceeds the aggregate Revolving Credit Commitments at such time, each Borrower shall forthwith prepay first, the Swingline Loans and then the Revolving Loans made to such Borrower then outstanding in an aggregate amount equal to one hundred percent (i100%) the percentage obtained by dividing the aggregate outstanding principal balance of the Revolving Credit Outstandings owing by such Borrower by the aggregate outstanding principal balance of the Revolving Credit Outstandings owing by all Borrowers multiplied by (ii) the aggregate amount of such excess. If any such excess remains after repayment in full of the aggregate outstanding Swingline Loans Net Proceeds from any Insurance and Revolving Loans, each Borrower shall provide cash collateral for its then outstanding Letter of Condemnation Event received by any Credit Obligations in the manner set forth in Section 8.2 (Actions in Respect of Letters of Credit) in an amount equal to 105% of (A) the percentage obtained by dividing the aggregate outstanding amount of the Letter of Credit Obligations owing by such Borrower by the aggregate outstanding amount of the Letter of Credit Obligations owing by all Borrowers multiplied by Party and (B) the Drop Down Entity Ownership Percentage with respect to such Drop Down Entity Mortgagor of the aggregate Net Proceeds from any Insurance and Condemnation Event received by any Drop Down Entity Mortgagor. Such prepayments shall be made within three (3) Business Days after the date of receipt of Net Proceeds of any such Insurance and Condemnation Event by such Credit Party or Drop Down Entity Mortgagor, as applicable; provided that, so long as no Event of Default has occurred and is continuing, no prepayments of Net Proceeds from Insurance and Condemnation Events shall be required hereunder to the extent such Net Proceeds are used to acquire other assets useful in the ordinary course of the business of the Credit Parties or such Drop Down Entity Mortgagor, as applicable, within three hundred sixty (360) days after receipt of such Net Proceeds by the Credit Parties or such Drop Down Entity Mortgagor, as applicable, or such longer period of time as may be agreed to by Majority Lenders; provided, however, that any portion of the Net Proceeds not actually reinvested within the applicable time period shall be prepaid in accordance with this Section 3.04(c). (vi) Each prepayment of Borrowings pursuant to this Section 3.04(c) shall be applied ratably to the Loans included in the prepaid Borrowings. Prepayments pursuant to this Section 3.04(c) shall be accompanied by accrued interest to the extent required by Section 3.02. (vii) If any prepayment is required to be made under Section 3.04(c)(iii)(B) or Section 3.04(c)(v)(B), the Borrower shall cause the applicable Drop Down Entity Mortgagor to make a cash dividend to a Credit Party in an amount not less than the amount of such excessrequired prepayment.

Mandatory Prepayments. (a) If at any time, the aggregate principal amount of any Borrower’s Revolving Credit Outstandings exceeds such Borrower’s Revolving Credit Sublimit at such time, such Borrower shall forthwith prepay first, the Swingline Loans and then the Revolving Loans made to such Borrower then outstanding in an aggregate amount equal to such excess. If any such excess remains after repayment in full of the aggregate outstanding Swingline Loans and Revolving Loans made to such Borrower, such Borrower shall provide cash collateral for its then outstanding Letter of Credit Obligations in the manner set forth in Section 8.2 (Actions in Respect of Letters of Credit) in an amount equal to 105% of such excess[Reserved]. (b) If at any timeIndebtedness shall be incurred by any Group Member (excluding any Indebtedness incurred in accordance with Section 7.2), the aggregate principal amount of Revolving Credit Outstandings exceeds the aggregate Revolving Credit Commitments at such time, each Borrower shall forthwith prepay first, the Swingline Loans and then the Revolving Loans made to such Borrower then outstanding in an aggregate amount equal to 100% of the Net Cash Proceeds thereof shall be applied on the date of such incurrence toward the prepayment of the Term Loans and other amounts as set forth in Section 2.12(e). (c) If on any date any Group Member shall receive Net Cash Proceeds from any Asset Sale or Recovery Event then, unless a Reinvestment Notice shall be delivered in respect thereof, such Net Cash Proceeds shall be applied on such date toward the prepayment of the Loans and other amounts as set forth in Section 2.12(e); provided that notwithstanding the foregoing, (i) the percentage obtained by dividing aggregate Net Cash Proceeds of Asset Sales and Recovery Events that may be excluded from the foregoing requirement pursuant to a Reinvestment Notice shall not exceed $5,000,000 in any fiscal year of the Borrower and (ii) on each Reinvestment Prepayment Date, an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied toward the prepayment of the Loans and other amounts as set forth in Section 2.12(e). (d) [Reserved]. (e) Amounts to be applied in connection with prepayments made pursuant to this Section 2.12 shall be applied to the prepayment of installments due in respect of the Term Loans on a pro rata basis as to such remaining installments and in accordance with Sections 2.3 and 2.18(b) (provided that any Term Loan Lender may decline any such prepayment (the aggregate outstanding principal balance amount of all such prepayments declined in connection with any particular prepayment, collectively, the “Declined Amount”), in which case the Declined Amount shall be distributed first, to the prepayment, on a pro rata basis, of the Term Loans held by Term Loan Lenders that have elected to accept such Declined Amounts; second, to the extent of any residual, if no Term Loans remain outstanding, to the prepayment of the Revolving Loans and Swingline Loans in accordance with Section 2.15(c) (with no corresponding permanent reduction in the Revolving Commitments); and third, to the extent of any residual, if no Term Loans, Revolving Loans or Swingline Loans remain outstanding, to the replacement of outstanding Letters of Credit Outstandings owing by such Borrower by and/or the aggregate outstanding principal balance deposit of an amount in cash (in an amount not to exceed 105% of the then existing L/C Exposure) in a Cash Collateral account established with the Administrative Agent for the benefit of the L/C Lenders on terms and conditions satisfactory to the Issuing Lender. Each prepayment of the Loans under this Section 2.12 (except in the case of Revolving Credit Outstandings owing Loans that are ABR Loans and Swingline Loans, in the event all Revolving Commitments have not been terminated) shall be accompanied by all Borrowers multiplied by accrued interest to the date of such prepayment on the amount prepaid. The Borrower shall deliver to the Administrative Agent and each Term Loan Lender notice of each prepayment of Term Loans in whole or in part pursuant to this Section 2.12 not less than five (5) Business Days prior to the date such prepayment shall be made (each, a “Mandatory Prepayment Date”). Such notice shall set forth (i) the Mandatory Prepayment Date, (ii) the aggregate amount of such excessprepayment and (iii) the options of each Term Loan Lender to (x) decline or accept its share of such prepayment and (y) to accept Declined Amounts. If any Any Term Loan Lender that wishes to exercise its option to decline such excess remains after repayment prepayment or to accept Declined Amounts shall notify the Administrative Agent by facsimile not later than three (3) Business Days prior to the Mandatory Prepayment Date. (f) The Borrower shall deliver to the Administrative Agent, at the time of each prepayment required under this Section 2.12, (i) a certificate signed by a Responsible Officer setting forth in full reasonable detail the calculation of the aggregate outstanding Swingline Loans and Revolving Loans, each Borrower shall provide cash collateral for its then outstanding Letter of Credit Obligations in the manner set forth in Section 8.2 (Actions in Respect of Letters of Credit) in an amount equal to 105% of (A) the percentage obtained by dividing the aggregate outstanding amount of the Letter of Credit Obligations owing by such Borrower by the aggregate outstanding amount of the Letter of Credit Obligations owing by all Borrowers multiplied by (B) the aggregate amount of such excessprepayment or reduction and (ii) to the extent practicable, at least ten (10) days prior written notice of such prepayment or reduction (and the Administrative Agent shall promptly provide the same to each Lender). Each notice of prepayment shall specify the prepayment or reduction date, the Type of each Loan being prepaid and the principal amount of each Loan (or portion thereof) to be prepaid. (g) No prepayment fee shall be payable in respect of any mandatory prepayments made pursuant to this Section 2.12.

Mandatory Prepayments. (ai) If at If, after giving effect to any timetermination or reduction of the Aggregate Maximum Credit Amounts pursuant to Section 2.06(b), the aggregate principal amount of any Borrower’s total Revolving Credit Outstandings Exposures exceeds such Borrower’s Revolving Credit Sublimit at such timethe total Commitments, such then the Borrower shall forthwith (A) prepay first, the Swingline Loans and then Borrowings on the Revolving Loans made to date of such Borrower then outstanding termination or reduction in an aggregate principal amount equal to such excess. If , and (B) if any such excess remains after repayment in full prepaying all of the aggregate outstanding Swingline Loans and Revolving Loans made Borrowings as a result of an LC Exposure, pay to such Borrower, such Borrower shall provide cash collateral for its then outstanding Letter the Administrative Agent on behalf of Credit Obligations in the manner set forth in Section 8.2 (Actions in Respect of Letters of Credit) in Lenders an amount equal to 105% of such excessexcess to be held as cash collateral as provided in Section 2.08(i). (bii) If Upon any scheduled or interim redetermination of the amount of the Borrowing Base in accordance with Section 2.07(d) or adjustment under Section 8.13(c) at any time, if the aggregate principal amount of total Revolving Credit Outstandings Exposures exceeds the aggregate Revolving Credit Commitments at redetermined or adjusted Borrowing Base, then the Borrower shall, within thirty (30) days after its receipt of a New Borrowing Base Notice inform the Administrative Agent of the Borrower’s election to: (A) prepay the Loans in six equal monthly installments, commencing on the 30th day following its receipt of such timeNew Borrowing Base Notice or notice of adjustment with each payment being equal to 1/6th of the deficiency (provided that all payments required to be made pursuant to this Section 3.04(c)(ii) must be made on or prior to the Termination Date), each (B) furnish additional Oil and Gas Properties not evaluated in the Reserve Report having a loan value (as determined by the Lenders in their sole discretion) not less than the deficiency or (C) undertake a combination of clauses (A) and (B) satisfactory to the Administrative Agent and all of the Lenders. If, because of LC Exposure, a Borrowing Base deficiency remains after prepaying all of the Loans, the Borrower shall forthwith prepay first, pay to the Swingline Loans and then the Revolving Loans made to such Borrower then outstanding in an aggregate amount equal to (i) the percentage obtained by dividing the aggregate outstanding principal balance Administrative Agent on behalf of the Revolving Credit Outstandings owing by such Borrower by the aggregate outstanding principal balance of the Revolving Credit Outstandings owing by all Borrowers multiplied by (ii) the aggregate amount of such excess. If any such excess remains after repayment in full of the aggregate outstanding Swingline Loans and Revolving Loans, each Borrower shall provide cash collateral for its then outstanding Letter of Credit Obligations in the manner set forth in Section 8.2 (Actions in Respect of Letters of Credit) in Lenders an amount equal to 105% of such remaining Borrowing Base deficiency to be held as cash collateral as provided in Section 2.08(i). (iii) Upon any adjustments to the Borrowing Base pursuant to Section 2.07(f) or Section 9.11, if the total Revolving Credit Exposures exceeds the Borrowing Base as adjusted, then the Borrower shall (A) the percentage obtained by dividing the prepay Borrowings in an aggregate outstanding principal amount of the Letter of Credit Obligations owing by equal to such Borrower by the aggregate outstanding amount of the Letter of Credit Obligations owing by all Borrowers multiplied by excess, and (B) if any excess remains after prepaying all Borrowings as a result of an LC Exposure, pay to the aggregate Administrative Agent on behalf of the Lenders an amount equal to such excess to be held as cash collateral as provided in Section 2.08(i). The Borrower shall be obligated to make such prepayment and/or deposit of cash collateral on the date the Parent Guarantor, the Borrower or such other Person receives cash proceeds as a result of such excessdisposition or such incurrence of Debt. (iv) Each prepayment of Borrowings pursuant to this Section 3.04(c) shall be applied, first, ratably to any ABR Borrowings then outstanding, and, second, to any Eurodollar Borrowings then outstanding as the Borrower may direct. (v) Each prepayment of Borrowings pursuant to this Section 3.04(c) shall be applied ratably to the Loans included in the prepaid Borrowings. Prepayments pursuant to this Section 3.04(c) shall be accompanied by accrued interest to the extent required by Section 3.02.

Mandatory Prepayments. (ai) If at If, after giving effect to any timetermination or reduction of the Aggregate Maximum Credit Amounts pursuant to Section 2.06(b), the aggregate principal amount of any Borrower’s total Revolving Credit Outstandings Exposures exceeds such Borrower’s Revolving Credit Sublimit at such timethe total Commitments, such then the Borrower shall forthwith (A) prepay first, the Swingline Loans and then Borrowings on the Revolving Loans made to date of such Borrower then outstanding termination or reduction in an aggregate principal amount equal to such excess. If , and (B) if any such excess remains after repayment in full prepaying all of the aggregate outstanding Swingline Loans and Revolving Loans made Borrowings as a result of an LC Exposure, pay to such Borrower, such Borrower shall provide cash collateral for its then outstanding Letter the Administrative Agent on behalf of Credit Obligations in the manner set forth in Section 8.2 (Actions in Respect of Letters of Credit) in Lenders an amount equal to 105% of such excessexcess to be held as cash collateral as provided in Section 2.08(j). (bii) If at Upon any timeredetermination of or adjustment to the amount of the Borrowing Base in accordance with Section 2.07 (other than Section 2.07(e) and Section 2.07(f)) or Section 8.13(c), if the total Revolving Credit Exposure exceeds the redetermined or adjusted Borrowing Base, then the Borrower shall (A) prepay the Borrowings in an aggregate principal amount of Revolving Credit Outstandings exceeds the aggregate Revolving Credit Commitments at such time, each Borrower shall forthwith prepay first, the Swingline Loans and then the Revolving Loans made equal to such excess, and (B) if the Borrower then outstanding in an aggregate amount equal prepays such Borrowings pursuant to clause (iA) the percentage obtained by dividing the aggregate outstanding principal balance of the Revolving Credit Outstandings owing by such Borrower by the aggregate outstanding principal balance of the Revolving Credit Outstandings owing by all Borrowers multiplied by (ii) the aggregate amount of such excess. If this subsection and any such excess remains after repayment in full prepaying all of the aggregate outstanding Swingline Loans and Revolving LoansBorrowings as a result of an LC Exposure, each Borrower shall provide cash collateral for its then outstanding Letter pay to the Administrative Agent on behalf of Credit Obligations in the manner set forth in Section 8.2 (Actions in Respect of Letters of Credit) in Lenders an amount equal to 105% such excess to be held as cash collateral as provided in Section 2.08(j). The Borrower shall be obligated to make such prepayment and/or deposit of cash collateral within ninety (90) days following its receipt of the New Borrowing Base Notice in accordance with Section 2.07(d) or the date the adjustment occurs (and may make such prepayment and/or deposit at any time and from time to time, in whole or in part, prior to the end of such 90-day period); provided that all payments required to be made pursuant to this Section 3.04(c)(ii) must be made on or prior to the Termination Date. (iii) Upon any adjustments to the Borrowing Base pursuant to Section 2.07(e), Section 2.07(f) or Section 9.12(d), if the total Revolving Credit Exposures exceeds the Borrowing Base as adjusted, then the Borrower shall (A) prepay the percentage obtained by dividing the Borrowings in an aggregate outstanding principal amount of the Letter of Credit Obligations owing by equal to such Borrower by the aggregate outstanding amount of the Letter of Credit Obligations owing by all Borrowers multiplied by excess, and (B) if any excess remains after prepaying all of the Borrowings as a result of an LC Exposure, pay to the Administrative Agent on behalf of the Lenders an amount equal to such excess to be held as cash collateral as provided in Section 2.08(j). The Borrower shall be obligated to make such prepayment and/or deposit of cash collateral on the date of such termination, creation of offsetting positions or it receives cash proceeds as a result of such issuance or disposition; provided that all payments required to be made pursuant to this Section 3.04(c)(iii) must be made on or prior to the Termination Date. (iv) Notwithstanding anything to the contrary herein, if the Borrower or any of its Subsidiaries sells any Property when a Borrowing Base Deficiency or Event of Default exists, then the Borrower shall (A) prepay the Borrowings in an aggregate principal amount equal to the net cash proceeds received from such sale, and (B) if any excess remains after prepaying all of the Borrowings and there exists any LC Exposure, pay to the Administrative Agent on behalf of the Lenders an amount equal to the lesser of such excess and the amount of such excessLC Exposure to be held as cash collateral as provided in Section 2.08(j). The Borrower shall be obligated to make such prepayment and/or deposit of cash collateral on the date it or any Subsidiary receives cash proceeds as a result of such sale; provided that all payments required to be made pursuant to this Section 3.04(c)(iv) must be made on or prior to the Termination Date. (v) Each prepayment of Borrowings pursuant to this Section 3.04(c) shall be applied, first, ratably to any ABR Borrowings then outstanding, and, second, to any Eurodollar Borrowings then outstanding, and if more than one Eurodollar Borrowing is then outstanding, to each such Eurodollar Borrowing in order of priority beginning with the Eurodollar Borrowing with the least number of days remaining in the Interest Period applicable thereto and ending with the Eurodollar Borrowing with the most number of days remaining in the Interest Period applicable thereto. (vi) Each prepayment of Borrowings pursuant to this Section 3.04(c) shall be applied ratably to the Loans included in the prepaid Borrowings. Prepayments pursuant to this Section 3.04(c) shall be accompanied by accrued interest to the extent required by Section 3.02.

Mandatory Prepayments. (a) If at on any timedate the Aggregate Usage exceeds the then applicable Borrowing Base (including if due to the exclusion of a Watched Loan from the calculation of the Borrowing Base pursuant to Section 9.1), Borrowers shall prepay the aggregate Loans in an amount sufficient to reduce the Aggregate Usage to the then applicable Borrowing Base amount as follows: If on any date the Aggregate Usage: (i) is greater than 105% of the current Borrowing Base amount as determined by reference to a Borrowing Base Certificate (the “Initial Borrowing Base Certificate”), then Borrowers shall, no later than the earlier of (A) five (5) Business Days from either the Administrative Agent’s written approval of the Initial Borrowing Base Certificate pursuant to Section 9.1.3 or its delivery of a revised certificate in response to the Initial Borrowing Base Certificate and (B) the first Business Day of the calendar month that immediately succeeds the month in which the Initial Borrowing Base Certificate was delivered to the Administrative Agent (the “Prepay Period”) prepay the outstanding principal amount of any Borrower’s Revolving Credit Outstandings exceeds such Borrower’s Revolving Credit Sublimit at such time, such Borrower shall forthwith prepay first, the Swingline Loans and then the Revolving Loans made to such Borrower then outstanding in an aggregate amount necessary to reduce the Aggregate Usage to an amount less than or equal to 100% of such excess. If any such excess remains after repayment in full Borrowing Base amount; provided that Borrowers may request that an Approved Financing not previously included within the Initial Borrowing Base Certificate calculation, be added to the Borrowing Base as Eligible Collateral prior to the expiration of the aggregate outstanding Swingline Loans Prepay Period. In the event that such Approved Financing if added to the Borrowing Base using an agreed BB Nominal Value and Revolving Loans made BB Adjusted Value, would cause the Borrowing Base to equal or exceed the Aggregate Usage, as evidenced by a new Borrowing Base Certificate that has been approved by Administrative Agent (the “Supplemental Borrowing Base Certificate”), and such Borrower, such Borrower shall provide cash collateral for its then outstanding Letter new Approved Financing is subsequently added to the Borrowing Base (following the satisfaction of Credit Obligations in the manner conditions precedent set forth in this Agreement including, without limitation Section 8.2 6.2) as an Approved Additional Collateral Event prior to the expiration of the Prepay Period, the Borrowers will no longer be obligated to prepay the Loans as a result of the original over-advance; provided that if, following the approval of the Supplemental Borrowing Base Certificate and addition to the Borrowing Base of such new Approved Financing the Aggregate Usage would still exceed the Borrowing Base amount as determined pursuant to the Supplemental Borrowing Base Certificate, Administrative Agent may immediately thereafter apply any and all funds in the Borrower Collateral Accounts to prepay the Loans until such time (Actions but in Respect no event later than the expiration of Letters the Prepay Period) as the Aggregate Usage is equal to or less than the Borrowing Base amount; provided further that, nothing herein shall relieve the Borrowers of Credit) in their obligation to repay the Loans no later than the expiration of the Prepay Period if the inclusion of an Approved Financing and/or sweeping of the Borrower Collateral Accounts do not otherwise reduce the Aggregate Usage to an amount less than or equal to the Borrowing Base as determined by reference to the Initial Borrowing Base Certificate or the Supplemental Borrowing Base Certificate if an Approved Financing was added to the Borrowing Base prior to the end of the Prepay Period. To the extent the provisions of this Section 5.2.1(a)(i) are applicable, Borrowers shall indicate to Administrative Agent on each date a Borrowing Base Certificate is delivered whether Borrowers will elect to provide new Approved Financings or otherwise prepay the Loans; or (ii) is greater than 100% but equal to or less than 105% of the then current Borrowing Base amount as determined by reference to the most recently delivered Borrowing Base Certificate, then, Borrowers shall cause all amounts on deposit in the Borrower Collateral Accounts to be applied on (I) the earlier of the (x) Payment Date immediately following the delivery of such excess.Borrowing Base Certificate and (y) the date that is five (5) Business Days after the approval by the Administrative Agent of such Borrowing Base Certificate or Administrative Agents delivery of a revised certificate in response to such Borrowing Base Certificate and (II) on each Payment Date thereafter, in each case, to prepay the principal amount of the Loan Facility in accordance with the terms of the Depositary Agreement until such time as the Aggregate Usage is equal to or less than 100% of the then current Borrowing Base amount, (b) If at the Interest Service Coverage Ratio as of the end of any timeInterest Coverage Calculation Period is less than the Interest Service Coverage Ratio Threshold for such Interest Coverage Calculation Period, Borrowers shall, no later than five (5) Business Days after the aggregate last day of such period, prepay the outstanding principal amount of Revolving Credit Outstandings exceeds the aggregate Revolving Credit Commitments at such time, each Borrower shall forthwith prepay first, the Swingline Loans and then the Revolving Loans made to such Borrower then outstanding in an aggregate amount equal to (i) the percentage obtained by dividing the aggregate outstanding principal balance of the Revolving Credit Outstandings owing by such Borrower by the aggregate outstanding principal balance of the Revolving Credit Outstandings owing by all Borrowers multiplied by (ii) the aggregate amount of such excess. If any such excess remains after repayment in full of the aggregate outstanding Swingline Loans and Revolving Loans, each Borrower shall provide cash collateral for its then outstanding Letter of Credit Obligations in the manner set forth in Section 8.2 (Actions in Respect of Letters of Credit) in an amount sufficient to cause such Interest Service Coverage Ratio to be at least equal to 105% of such Interest Service Coverage Ratio Threshold, as evidenced by a new Borrowing Base Certificate that has been delivered by the Borrowers to Administrative Agent following such payment, and subsequently approved by Administrative Agent. (Ac) the percentage obtained by dividing the aggregate outstanding amount All of the Letter Loans shall become due and payable in full and the Borrowers shall repay all Loans in full immediately upon the consummation of Credit Obligations owing by such Borrower by a merger or consolidation of any Guarantor Party (as defined in the aggregate outstanding amount Guaranty) in accordance with Section 15(b)(xii)(A) of the Letter Guaranty or an acquisition by any Guarantor Party (as defined in the Guaranty) in accordance with Section 15(b)(xiv)(A) of Credit Obligations owing by all Borrowers multiplied by the Guaranty. (Bd) the aggregate amount of Any such excessMandatory Prepayment shall be applied as specified in Section 5.5.

Mandatory Prepayments. (ai) If at any timeFollowing each Excess Cash Flow Period, within five Business Days after financial statements have been delivered pursuant to Section 6.01(a) and the related compliance certificate has been delivered pursuant to Section 6.01(c), the Borrower shall prepay an aggregate principal amount of Loans equal to the excess (if any) of (A) the ECF Prepayment Percentage of Excess Cash Flow for the fiscal year covered by such financial statements over (B)(x) the aggregate principal amount of any Borrower’s Revolving Credit Outstandings exceeds Term Loans prepaid pursuant to Section 2.11(a)(i) (such Borrower’s Revolving Credit Sublimit at such time, such Borrower shall forthwith prepay first, the Swingline Loans and then the Revolving Loans made prepayments to such Borrower then outstanding in an aggregate amount equal to such excess. If any such excess remains after repayment in full of the aggregate outstanding Swingline Loans and Revolving Loans made to such Borrower, such Borrower shall provide cash collateral for its then outstanding Letter of Credit Obligations in the manner be applied as set forth in Section 8.2 clause (Actions in Respect of Letters of Creditv) in an amount equal to 105% of such excess. below) and (by) If at any time, the aggregate principal amount of Revolving Credit Outstandings exceeds Loans prepaid pursuant to Section 2.11(a)(i) (solely to the aggregate extent accompanied by a permanent reduction of the Aggregate Revolving Credit Commitments at in the same amount). (ii) If the Borrower or any of its Restricted Subsidiaries Disposes of any property pursuant to Section 7.04(e)(ii) which results in the realization by such timePerson of Net Cash Proceeds, each the Borrower shall forthwith prepay an aggregate principal amount of Loans equal to 100% of such Net Cash Proceeds immediately upon receipt thereof by such Person (such prepayments to be applied as set forth in clause (v) below); provided, however, that, with respect to any Net Cash Proceeds realized under a Disposition described in this Section 2.11(b)(ii), at the election of the Borrower (as notified by the Borrower to the Administrative Agent on or prior to the date of such Disposition), and so long as no Default or Event of Default shall have occurred and be continuing, the Borrower or such Restricted Subsidiary may reinvest all or any portion of such Net Cash Proceeds in any one or more businesses, assets or property or capital expenditures, in each case, used or useful in its business or to make Permitted Acquisitions so long as within 365 days (or if the Borrower or any Restricted Subsidiary has entered into a binding agreement to so reinvest or make such Permitted Acquisition within such 365 day period, such period shall be extended for an additional 180 days with respect to the portion of such Net Cash Proceeds so committed to be reinvested or applied in such Permitted Acquisition) after the receipt of such Net Cash Proceeds, such reinvestment or purchase shall have been consummated (as certified by the Borrower in writing to the Administrative Agent); and provided further, however, that any Net Cash Proceeds not subject to such definitive agreement or so reinvested shall be immediately applied to the prepayment of the Loans as set forth in this Section 2.11(b)(ii). (iii) Upon the incurrence or issuance the Borrower or any of its Restricted Subsidiaries of any Indebtedness (other than Indebtedness expressly permitted to be incurred or issued pursuant to Section 7.01), the Borrower shall prepay an aggregate principal amount of Loans equal to 100% of all Net Cash Proceeds received therefrom immediately upon receipt thereof by the Borrower or such Restricted Subsidiary (such prepayments to be applied as set forth in clause (v) below). (iv) Upon any Extraordinary Receipt received by or paid to or for the account of the Borrower or any of its Restricted Subsidiaries, and not otherwise included in clause (ii) or (iii) of this Section 2.11(b), the Borrower shall prepay an aggregate principal amount of Loans equal to 100% of all Net Cash Proceeds received therefrom immediately upon receipt thereof by the Borrower or such Restricted Subsidiary (such prepayments to be applied as set forth in clause (v) below); provided, however, that with respect to any Extraordinary Receipts, at the election of the Borrower (as notified by the Borrower to the Administrative Agent on or prior to the date of receipt of such Extraordinary Receipts), and so long as no Default or Event of Default shall have occurred and be continuing, the Borrower or such Restricted Subsidiary may reinvest all or any portion of such Net Cash Proceeds in any one or more businesses, assets or property or capital expenditures, in each case, used or useful in its business or to make Permitted Acquisitions so long as within 365 days (or if the Borrower or any Restricted Subsidiary has entered into a binding agreement to so reinvest or make such Permitted Acquisition within such 365 day period, such period shall be extended for an additional 180 days with respect to the portion of such Net Cash Proceeds so committed to be reinvested or applied in such Permitted Acquisition) after the receipt of such Net Cash Proceeds, such reinvestment or purchase shall have been consummated (as certified by the Borrower in writing to the Administrative Agent); and provided further, however, that any Net Cash Proceeds not subject to such definitive agreement or so reinvested shall be immediately applied to the prepayment of the Loans as set forth in this Section 2.11(b)(iv). (v) Each prepayment of Loans pursuant to the foregoing provisions of this Section 2.11(b) shall be made without penalty or premium and shall be applied, first, ratably to each Term Loan Facility and to the Swingline Loans and then the Revolving Loans made principal repayment installments thereof on a pro rata basis and, second, to such Borrower then outstanding in an aggregate amount equal to (i) the percentage obtained by dividing the aggregate outstanding principal balance a permanent reduction of the Revolving Credit Outstandings owing by such Borrower by the aggregate outstanding principal balance of Commitments under the Revolving Credit Outstandings owing by all Borrowers multiplied by (ii) the aggregate amount Facility in direct order of such excess. If any such excess remains after repayment in full of the aggregate outstanding Swingline Loans and Revolving Loans, each Borrower shall provide cash collateral for its then outstanding Letter of Credit Obligations in the manner set forth in Section 8.2 (Actions in Respect of Letters of Credit) in an amount equal to 105% of (A) the percentage obtained by dividing the aggregate outstanding amount of the Letter of Credit Obligations owing by such Borrower by the aggregate outstanding amount of the Letter of Credit Obligations owing by all Borrowers multiplied by (B) the aggregate amount of such excessmaturity.

Mandatory Prepayments. (a) If at If, on any timeCalculation Date, (i) the Total Outstanding Extensions of Credit exceed the Total Commitments, (ii) the aggregate Foreign Borrower Exposure of all Foreign Borrowers exceeds 105% of the Aggregate Foreign Sublimit then in effect, or (iii) the Dollar Equivalent of the Multicurrency Loans outstanding on such date exceeds 105% of the Multicurrency Sublimit on such date, the applicable Borrower or Borrowers shall, without notice or demand, immediately repay such of the outstanding Loans in an aggregate principal amount such that, after giving effect thereto, (x) the Total Outstanding Extensions of Credit do not exceed the Total Commitments, (y) the aggregate Foreign Borrower Exposure of all Foreign Borrowers does not exceed the Aggregate Foreign Sublimit then in effect and (z) the Dollar Equivalent of the Multicurrency Loans outstanding on such date is equal to or less than the Multicurrency Sublimit on such date, together with interest accrued to the date of such payment or prepayment on the principal so prepaid and any amounts payable under Section 2.26 in connection therewith. Any prepayment of Dollar Revolving Loans pursuant to clause (i) of the immediately preceding sentence shall be applied to prepay any outstanding Swingline Loans. Each Borrower may in lieu of prepaying Multicurrency Loans outstanding to such Borrower in order to comply with this paragraph deposit amounts in the relevant Foreign Currencies in a Cash Collateral Account, for the benefit of the Multicurrency Lenders, equal to the aggregate principal amount of Multicurrency Loans of such Borrower required to be prepaid. To the extent that after giving effect to any Borrower’s Revolving prepayment of Loans required by this paragraph, the Total Outstanding Extensions of Credit Outstandings exceeds such Borrower’s Revolving Credit Sublimit at such time, such Borrower shall forthwith prepay first, time exceed the Swingline Loans and then the Revolving Loans made to such Borrower then outstanding in an aggregate amount equal to such excess. If any such excess remains after repayment in full of the aggregate outstanding Swingline Loans and Revolving Loans made to such Borrower, such Borrower shall provide cash collateral for its then outstanding Letter of Credit Obligations in the manner set forth in Section 8.2 (Actions in Respect of Letters of Credit) in an amount equal to 105% of such excess. (b) If at any time, the aggregate principal amount of Revolving Credit Outstandings exceeds the aggregate Revolving Credit Total Commitments at such time, each the Company or the applicable Foreign Borrower shall forthwith prepay firstshall, without notice or demand, immediately deposit in a Cash Collateral Account, for the Swingline Loans and then the Revolving Loans made to such Borrower then outstanding in an aggregate amount equal to (i) the percentage obtained by dividing the aggregate outstanding principal balance benefit of the Revolving Credit Outstandings owing by such Borrower by Lenders, upon terms reasonably satisfactory to the aggregate outstanding principal balance of the Revolving Credit Outstandings owing by all Borrowers multiplied by (ii) the aggregate amount of such excess. If any such excess remains after repayment in full of the aggregate outstanding Swingline Loans and Revolving Loans, each Borrower shall provide cash collateral for its then outstanding Letter of Credit Obligations in the manner set forth in Section 8.2 (Actions in Respect of Letters of Credit) in Administrative Agent an amount equal to 105% of (A) the percentage obtained by dividing the aggregate outstanding amount of such remaining excess. The Administrative Agent shall apply any cash deposited in any Cash Collateral Account (to the Letter extent thereof) to pay any Reimbursement Obligations which are or become due thereafter and/or to repay Multicurrency Loans at the end of Credit Obligations owing the Interest Periods therefor, as the case may be, provided that, (x) so long as no Event of Default has occurred and is continuing, the Administrative Agent shall release to the relevant Borrower from time to time such portion of the amount on deposit in any Cash Collateral Account by such Borrower to the extent such amount is not required to be so deposited in order for the Borrowers to be in compliance with this Section 2.17 and (y) the Administrative Agent may so apply such cash at any time after the occurrence and during the continuation of an Event of Default. “Cash Collateral Account” means an account specifically established by the aggregate outstanding amount Borrowers with the Administrative Agent for purposes of this Section 2.17 and hereby pledged to the Letter Administrative Agent and over which the Administrative Agent shall have exclusive dominion and control, including the right of withdrawal for application in accordance with this Section 2.17. For the avoidance of doubt, any amounts paid by any Foreign Borrower shall be applied solely to the Loans of such Foreign Borrower or the Reimbursement Obligations of such Foreign Borrower or deposited in the Cash Collateral Account in respect of Multicurrency Loans of such Foreign Borrower or in respect of Letters of Credit Obligations owing by all Borrowers multiplied by (B) issued for the aggregate amount account of such excessForeign Borrower.

Mandatory Prepayments. (a) If at any timetime the Facility Usage exceeds the Aggregate Commitment (whether due to a reduction in the Aggregate Commitment in accordance with this Agreement, the aggregate principal amount of any Borrower’s Revolving Credit Outstandings exceeds such Borrower’s Revolving Credit Sublimit at such timeor otherwise), such Borrower shall forthwith immediately upon demand prepay first, the Swingline Loans and then the Revolving Loans made to such Borrower then outstanding in an aggregate amount equal to such excess. If any such excess remains after repayment in full principal of the aggregate outstanding Swingline Loans (and Revolving after all Loans made to such Borrowerare repaid in full, such Borrower shall provide cash collateral for its then outstanding Letter of Credit Cash Collateralize the LC Obligations in the manner set forth in accordance with Section 8.2 (Actions in Respect of Letters of Credit2.16) in an amount at least equal to 105% of such excess. (b) If at any timetime the Facility Usage is less than the Aggregate Commitment but in excess of the Borrowing Base (such excess being herein called a “Borrowing Base Deficiency”), Borrower shall, except with respect to a Borrowing Base adjustment pursuant to Section 2.8(e), within 5 Business Days after Administrative Agent gives notice of such fact to Borrower, either: (i) give notice to Administrative Agent electing to prepay the aggregate principal amount of Revolving Credit Outstandings the Loans (and, if the Facility Usage exceeds the aggregate Revolving Credit Commitments at such timeBorrowing Base after all Loans are repaid in full, each Borrower shall forthwith prepay first, Cash Collateralize the Swingline Loans and then the Revolving Loans made to such Borrower then outstanding LC Obligations in accordance with Section 2.16) in an aggregate amount sufficient to eliminate such Borrowing Base Deficiency (or, if the Facility Usage exceeds the Borrowing Base after the Loans have been paid in full, Cash Collateralize the LC Obligations in accordance with Section 2.16), such prepayment to be made in full on or before the 30th day after such notice by Administrative Agent to Borrower of such Borrowing Base Deficiency; (ii) give notice to Administrative Agent electing to prepay the principal of the Loans (and, if the Facility Usage exceeds the Borrowing Base after all Loans are repaid in full, Cash Collateralize the LC Obligations in accordance with Section 2.16) in up to 6 monthly installments in an aggregate amount at least equal to such Borrowing Base Deficiency, with each such installment equal to or in excess of one-sixth of such Borrowing Base Deficiency, and with the first such installment to be paid within 30 days after the giving of such notice by Administrative Agent to Borrower of such Borrowing Base Deficiency and the subsequent installments to be due and payable at one month intervals thereafter until such Borrowing Base Deficiency has been eliminated; provided, however, (x) Borrower shall have demonstrated to the satisfaction of Administrative Agent on or before the date of the first such payment that Borrower has sufficient available monthly cash from its Projected Oil and Gas Production to make such payments and (y) Borrower shall pay such Borrowing Base Deficiency in full on or before the next Determination Date (if the new Borrowing Base determined on such Determination Date is less than the amount of the Borrowing Base that gave rise to such Borrowing Base Deficiency); or (iii) give notice to Administrative Agent that Borrower desires to provide (or cause to be provided by other Restricted Persons) Administrative Agent with deeds of trust, mortgages, chattel mortgages, security agreements, financing statements and other security documents in form and substance similar to the Security Documents previously delivered to Administrative Agent (with any changes required to conform to changes in Law or changes in the type of collateral covered thereby), and otherwise satisfactory to Administrative Agent, granting, confirming, and perfecting first and prior liens or security interests in collateral acceptable to all Lenders subject to no liens other than Permitted Liens, to the extent needed to allow all Lenders to increase the Borrowing Base (as they in their reasonable discretion deem consistent with prudent oil and gas banking industry lending standards at the time) to an amount that eliminates such Borrowing Base Deficiency, and such Security Documents shall be executed and delivered to Administrative Agent within 30 days after Administrative Agent confirms to Borrower what collateral shall be required. If, prior to any such specification by Administrative Agent, Majority Lenders determine that the giving of such Security Documents will not serve to eliminate such Borrowing Base Deficiency, then, within 5 Business Days after receiving notice of such determination from Administrative Agent, Borrower will elect to make, and thereafter make, the prepayments specified in either of the preceding subsections (i) the percentage obtained by dividing the aggregate outstanding principal balance of the Revolving Credit Outstandings owing by such Borrower by the aggregate outstanding principal balance of the Revolving Credit Outstandings owing by all Borrowers multiplied by or (ii) of this subsection (b). (c) On the aggregate amount effective day of such excess. If any such excess remains after repayment in full a Borrowing Base adjustment pursuant to Section 2.8(e), Borrower shall prepay the principal of the aggregate outstanding Swingline Loans and Revolving Loans(and, each Borrower shall provide cash collateral for its then outstanding Letter of Credit if the Facility Usage exceeds the Borrowing Base after all Loans are repaid in full, Cash Collateralize the LC Obligations in the manner set forth in accordance with Section 8.2 (Actions in Respect of Letters of Credit2.16) in an amount equal amount, if any, required to 105% eliminate any Borrowing Base Deficiency existing after giving effect to such Borrowing Base adjustment. (d) Each prepayment of (A) the percentage obtained by dividing the aggregate outstanding amount of the Letter of Credit Obligations owing by such Borrower by the aggregate outstanding amount of the Letter of Credit Obligations owing principal under this Section shall be accompanied by all Borrowers multiplied by (B) interest then accrued and unpaid on the aggregate amount principal so prepaid. Any principal or interest prepaid pursuant to this Section shall be in addition to, and not in lieu of, all payments otherwise required to be paid under the Loan Documents at the time of such excessprepayment.

Mandatory Prepayments. (ai) If at If, after giving effect to any timetermination or reduction of the Aggregate Maximum Credit Amounts pursuant to Section 2.06(b), the aggregate principal amount of any Borrower’s total Revolving Credit Outstandings Exposures exceeds such Borrower’s Revolving Credit Sublimit at such timethe total Commitments, such then the Borrower shall forthwith (A) prepay first, the Swingline Loans and then Borrowings on the Revolving Loans made to date of such Borrower then outstanding termination or reduction in an aggregate principal amount equal to such excess. If , and (B) if any such excess remains after repayment in full prepaying all of the aggregate outstanding Swingline Loans and Revolving Loans made Borrowings as a result of an LC Exposure, pay to such Borrower, such Borrower shall provide cash collateral for its then outstanding Letter the Administrative Agent on behalf of Credit Obligations in the manner set forth in Section 8.2 (Actions in Respect of Letters of Credit) in Lenders an amount equal to 105% of such excessexcess to be held as cash collateral as provided in Section 2.08(j). (bii) If at Upon any timeredetermination of or adjustment to the amount of the Borrowing Base in accordance with Section 2.07 (other than Section 2.07(e) and Section 2.07(f)) or Section 8.13(c), if the total Revolving Credit Exposure exceeds the redetermined or adjusted Borrowing Base, then the Borrower shall (A) prepay the Borrowings in an aggregate principal amount of Revolving Credit Outstandings exceeds the aggregate Revolving Credit Commitments at such time, each Borrower shall forthwith prepay first, the Swingline Loans and then the Revolving Loans made equal to such excess, and (B) if the Borrower then outstanding in an aggregate amount equal prepays such Borrowings pursuant to clause (iA) the percentage obtained by dividing the aggregate outstanding principal balance of the Revolving Credit Outstandings owing by such Borrower by the aggregate outstanding principal balance of the Revolving Credit Outstandings owing by all Borrowers multiplied by (ii) the aggregate amount of such excess. If this subsection and any such excess remains after repayment in full prepaying all of the aggregate outstanding Swingline Loans and Revolving LoansBorrowings as a result of an LC Exposure, each Borrower shall provide cash collateral for its then outstanding Letter pay to the Administrative Agent on behalf of Credit Obligations in the manner set forth in Section 8.2 (Actions in Respect of Letters of Credit) in Lenders an amount equal to 105% such excess to be held as cash collateral as provided in Section 2.08(j). The Borrower shall be obligated to make such prepayment and/or deposit of cash collateral within ninety (90) days following its receipt of the New Borrowing Base Notice in accordance with Section 2.07(d) or the date the adjustment occurs (and may make such prepayment and/or deposit at any time and from time to time, in whole or in part, prior to the end of such 90-day period); provided that all payments required to be made pursuant to this Section 3.04(c)(ii) must be made on or prior to the Termination Date. (iii) Upon any adjustments to the Borrowing Base pursuant to Section 2.07(e), Section 2.07(f), Section 9.05(m)(ii), or Section 9.12(d), if the total Revolving Credit Exposures exceeds the Borrowing Base as adjusted, then the Borrower shall (A) prepay the percentage obtained by dividing the Borrowings in an aggregate outstanding principal amount of the Letter of Credit Obligations owing by equal to such Borrower by the aggregate outstanding amount of the Letter of Credit Obligations owing by all Borrowers multiplied by excess, and (B) if any excess remains after prepaying all of the Borrowings as a result of an LC Exposure, pay to the Administrative Agent on behalf of the Lenders an amount equal to such excess to be held as cash collateral as provided in Section 2.08(j). The Borrower shall be obligated to make such prepayment and/or deposit of cash collateral on the date of such termination, creation of offsetting positions or designation or on the date on which it receives cash proceeds as a result of such issuance or disposition; provided that all payments required to be made pursuant to this Section 3.04(c)(iii) must be made on or prior to the Termination Date. (iv) Notwithstanding anything to the contrary herein, if the Borrower or any of its Restricted Subsidiaries sells any Property when a Borrowing Base Deficiency or Event of Default exists, then the Borrower shall (A) prepay the Borrowings in an aggregate principal amount equal to the net cash proceeds received from such sale, and (B) if any excess remains after prepaying all of the Borrowings and there exists any LC Exposure, pay to the Administrative Agent on behalf of the Lenders an amount equal to the lesser of such excess and the amount of such excessLC Exposure to be held as cash collateral as provided in Section 2.08(j). The Borrower shall be obligated to make such prepayment and/or deposit of cash collateral on the date it or any Restricted Subsidiary receives cash proceeds as a result of such sale; provided that all payments required to be made pursuant to this Section 3.04(c)(iv) must be made on or prior to the Termination Date. (v) Each prepayment of Borrowings pursuant to this Section 3.04(c) shall be applied, first, ratably to any ABR Borrowings then outstanding, and, second, to any Eurodollar Borrowings then outstanding, and if more than one Eurodollar Borrowing is then outstanding, to each such Eurodollar Borrowing in order of priority beginning with the Eurodollar Borrowing with the least number of days remaining in the Interest Period applicable thereto and ending with the Eurodollar Borrowing with the most number of days remaining in the Interest Period applicable thereto. (vi) Each prepayment of Borrowings pursuant to this Section 3.04(c) shall be applied ratably to the Loans included in the prepaid Borrowings. Prepayments pursuant to this Section 3.04(c) shall be accompanied by accrued interest to the extent required by Section 3.02.

Mandatory Prepayments. (ai) If at If, on any timedate, the sum of (A) the aggregate principal amount of any Borrower’s Revolving Credit Outstandings exceeds such Borrower’s Revolving Credit Sublimit at such time, such Borrower shall forthwith prepay first, all Advances denominated in Dollars then outstanding plus (B) the Swingline Loans and then Equivalent in Dollars (determined on the Revolving Loans made third Business Day prior to such Borrower then outstanding in an aggregate amount equal to such excess. If any such excess remains after repayment in full date) of the aggregate outstanding Swingline Loans and Revolving Loans made to such Borrower, such Borrower shall provide cash collateral for its then outstanding Letter of Credit Obligations in the manner set forth in Section 8.2 (Actions in Respect of Letters of Credit) in an amount equal to 105% of such excess. (b) If at any time, the aggregate principal amount of Revolving Credit Outstandings exceeds all Advances denominated in Foreign Currencies then outstanding plus (C) the aggregate Revolving Available Amount of all Letters of Credit denominated in Dollars then outstanding plus (D) the Equivalent in Dollars (determined on the third Business Day prior to such date) of the aggregate Available Amount of all Letters of Credit denominated in Major Currencies then outstanding exceeds 103% of the aggregate Commitments at of the Lenders on such time, each Borrower shall forthwith prepay firstdate, the Swingline Loans Company and then each other Borrower, if any, shall thereupon promptly prepay the Revolving Loans made to outstanding principal amount of any Advances owing by such Borrower then outstanding in an aggregate amount equal (or deposit an amount in the Cash Deposit Account) sufficient to reduce such sum (icalculated on the basis of the Available Amount of Letters of Credit being reduced by the amount in the Cash Deposit Account) the percentage obtained by dividing to an amount not to exceed 100% of the aggregate outstanding principal balance Commitments of the Revolving Credit Outstandings owing by Lenders on such date, together with any interest accrued to the date of such prepayment on the principal amounts prepaid and, in the case of any prepayment of a Eurocurrency Rate Advance, a LIBO Rate Advance or a Local Rate Advance on a date other than the last day of an Interest Period or at its maturity, any additional amounts which such Borrower by shall be obligated to reimburse to the aggregate outstanding principal balance Lenders in respect thereof pursuant to Section 9.04(c). The Agent shall give prompt notice of any prepayment required under this Section 2.10(b)(i) to the Revolving Credit Outstandings owing by all Borrowers multiplied by and the Lenders. (ii) If, on any date, the aggregate amount of such excess. If any such excess remains after repayment in full of the aggregate outstanding Swingline Loans and Revolving Loans, each Borrower shall provide cash collateral for its then outstanding Letter of Credit Obligations in the manner set forth in Section 8.2 (Actions in Respect of Letters of Credit) in an amount equal to 105% sum of (A) the percentage obtained by dividing Equivalent in Dollars of the aggregate outstanding principal amount of the Letter of Credit Obligations owing by such Borrower by the aggregate all Eurocurrency Rate Advances denominated in Major Currencies then outstanding amount of the Letter of Credit Obligations owing by all Borrowers multiplied by plus (B) the Equivalent in Dollars of the aggregate principal amount of all Competitive Bid Advances denominated in Foreign Currencies then outstanding plus (C) the Equivalent in Dollars of the aggregate Available Amount of all Letters of Credit denominated in Major Currencies then outstanding (in each case, determined on the third Business Day prior to such date), shall exceed 110% of $500,000,000, the Company and each other Borrower shall prepay the outstanding principal amount of any such Eurocurrency Rate Advances or any such LIBO Rate Advances owing by such Borrower, on the last day of the Interest Periods relating to such Advances, in an aggregate amount (or deposit an amount in the Cash Deposit Account) sufficient to reduce such sum (calculated on the basis of the Available Amount of Letters of Credit being reduced by the amount in the Cash Deposit Account) to an amount not to exceed $500,000,000, together with any interest accrued to the date of such excessprepayment on the principal amounts prepaid. The Agent shall give prompt notice of any prepayment required under this Section 2.10(b)(ii) to the Borrowers and the Lenders. Prepayments under this Section 2.10(b)(ii) shall be allocated first to Swing Line Advances, ratably among the Swing Line Banks; and any excess amount shall then be allocated to Revolving Credit Advances comprising part of the same Revolving Credit Borrowing selected by the applicable Borrower, ratably among the Lenders.

Mandatory Prepayments. (ai) If at If, after giving effect to any timetermination or reduction of the Aggregate Maximum Credit Amounts pursuant to Section 2.06(b), the aggregate principal amount of any Borrower’s total Revolving Credit Outstandings Exposures exceeds such Borrower’s Revolving Credit Sublimit at such timethe total Commitments, such then the Borrower shall forthwith (A) prepay first, the Swingline Loans and then Borrowings on the Revolving Loans made to date of such Borrower then outstanding termination or reduction in an aggregate principal amount equal to such excess. If , and (B) if, as a result of an LC Exposure, any such excess remains after repayment in full prepaying all of the aggregate outstanding Swingline Loans and Revolving Loans made Borrowings pay to such Borrower, such Borrower shall provide cash collateral for its then outstanding Letter the Administrative Agent on behalf of Credit Obligations in the manner set forth in Section 8.2 (Actions in Respect of Letters of Credit) in Lenders an amount equal to 105% of such excessexcess to be held as cash collateral as provided in Section 2.08(j). (bii) If at Upon any timeredetermination of or adjustment to the amount of the Oil and Gas Borrowing Base in accordance with Section 2.07(b)(i) or Section 8.13(c) and/or the Midstream Component pursuant to Section 2.07(c), if the total Revolving Credit Exposures exceeds the redetermined or adjusted Borrowing Base, then the Borrower shall (A) prepay the Borrowings in an aggregate principal amount of Revolving Credit Outstandings exceeds the aggregate Revolving Credit Commitments at such time, each Borrower shall forthwith prepay first, the Swingline Loans and then the Revolving Loans made equal to such Borrower then outstanding in excess, and (B) if, as a result of an aggregate amount equal to (i) the percentage obtained by dividing the aggregate outstanding principal balance of the Revolving Credit Outstandings owing by such Borrower by the aggregate outstanding principal balance of the Revolving Credit Outstandings owing by all Borrowers multiplied by (ii) the aggregate amount of such excess. If LC Exposure, any such excess remains after repayment in full prepaying all of the aggregate outstanding Swingline Loans and Revolving Loans, each Borrower shall provide cash collateral for its then outstanding Letter Borrowings pay to the Administrative Agent on behalf of Credit Obligations in the manner set forth in Section 8.2 (Actions in Respect of Letters of Credit) in Lenders an amount equal to 105% such excess to be held as cash collateral as provided in Section 2.08(j). The Borrower shall be obligated to make such prepayment and/or deposit of cash collateral within forty-five (45) days following its receipt of the New Oil and Gas Borrowing Base Notice in accordance with Section 2.07(b)(iii) or the date the adjustment occurs; provided that all payments required to be made pursuant to this Section 3.04(c)(ii) must be made on or prior to the Termination Date. (iii) Upon any adjustments to the Borrowing Base pursuant to Section 2.07(d), if the total Revolving Credit Exposures exceeds the Borrowing Base as adjusted, then the Borrower shall (A) prepay the percentage obtained by dividing the Borrowings in an aggregate outstanding principal amount of the Letter of Credit Obligations owing by equal to such Borrower by the aggregate outstanding amount of the Letter of Credit Obligations owing by all Borrowers multiplied by excess, and (B) if, as a result of an LC Exposure, any excess remains after prepaying all of the aggregate Borrowings pay to the Administrative Agent on behalf of the Lenders an amount equal to such excess to be held as cash collateral as provided in Section 2.08(j). The Borrower shall be obligated to make such prepayment and/or deposit of cash collateral on the date it or any Subsidiary receives cash proceeds as a result of the incurrence of such Senior Notes. (iv) Upon any adjustments to the Oil and Gas Borrowing Base or the Midstream Component pursuant to Section 9.13, if the total Revolving Credit Exposures exceeds the Borrowing Base as adjusted, then the Borrower shall (A) prepay the Borrowings in an aggregate principal amount equal to such excess, and (B) if, as a result of an LC Exposure, any excess remains after prepaying all of the Borrowings pay to the Administrative Agent on behalf of the Lenders an amount equal to such excess to be held as cash collateral as provided in Section 2.08(j). The Borrower shall be obligated to make such prepayment and/or deposit of cash collateral on the date it or any Subsidiary receives cash proceeds as a result of such disposition. (v) Each prepayment of Borrowings pursuant to this Section 3.04(c) shall be applied, first, ratably to any ABR Borrowings then outstanding, and, second, to any Eurodollar Borrowings then outstanding, and if more than one Eurodollar Borrowing is then outstanding, to each such Eurodollar Borrowing in order of priority beginning with the Eurodollar Borrowing with the least number of days remaining in the Interest Period applicable thereto and ending with the Eurodollar Borrowing with the most number of days remaining in the Interest Period applicable thereto. (vi) Each prepayment of Borrowings pursuant to this Section 3.04(c) shall be applied ratably to the Loans included in the prepaid Borrowings. Prepayments pursuant to this Section 3.04(c) shall be accompanied by accrued interest to the extent required by Section 3.02.

Mandatory Prepayments. (a) If at any time, the aggregate principal amount of any Borrower’s Revolving Credit Outstandings exceeds such Borrower’s Revolving Credit Sublimit at such time, such Borrower shall forthwith prepay first, the Swingline Loans and then the Revolving Loans made to such Borrower then outstanding in an aggregate amount equal to such excess. If any such excess remains after repayment in full of the aggregate outstanding Swingline Loans and Revolving Loans made to such Borrower, such Borrower shall provide cash collateral for its then outstanding Letter of Credit Obligations in the manner set forth in Section 8.2 (Actions in Respect of Letters of Credit) in an amount equal to 105% of such excess[reserved]. (b) If at any timeIndebtedness shall be incurred by any Group Member (excluding any Indebtedness incurred in accordance with Section 7.2 but including any Overadvance set forth in Section 2.8(a), an amount equal to 100% of the Net Cash Proceeds thereof shall be applied on the date of such incurrence toward the prepayment of the Term Loans and other amounts as set forth in Section 2.12(e). (c) Except as provided below, if on any date any Group Member shall receive Net Cash Proceeds in the aggregate amount exceeding $2,000,000 in any fiscal year from any Asset Sale or Recovery Event, then such Net Cash Proceeds shall be applied within 2 Business Days of receipt toward (d) [reserved]. (e) Amounts to be applied in connection with prepayments made pursuant to this Section 2.12 shall be applied to the prepayment of installments due in respect of the Term Loans in reverse order of maturity and in accordance with Sections 2.3 and 2.18(b) (provided that any Term Lender may decline any such prepayment (the aggregate amount of all such prepayments declined in connection with any particular prepayment, collectively, the aggregate principal amount of Revolving Credit Outstandings exceeds “Declined Amount”), in which case the aggregate Revolving Credit Commitments at such time, each Borrower Declined Amount shall forthwith prepay be distributed first, to the Swingline prepayment, on a pro rata basis, of the Term Loans and then held by ▇▇▇▇ ▇▇▇▇▇▇▇ that have elected to accept such Declined Amounts; second, to the extent of any residual, if no Term Loans remain outstanding, to the prepayment of the Revolving Loans made in accordance with Section 2.15(c) (with no corresponding permanent reduction in the Revolving Commitments); and third, to such Borrower then the extent of any residual, if no Term Loans or Revolving Loans remain outstanding, to the replacement of outstanding Letters of Credit and/or the deposit of an amount in cash (in an aggregate amount equal not to exceed 105% of the then existing L/C Exposure) in a Cash Collateral account established with the Administrative Agent for the benefit of the L/C Lenders on terms and conditions satisfactory to the Issuing Lender. Each prepayment of the Loans under this Section 2.12 (except in the case of Revolving Loans that are ABR Loans and Swingline Loans, in the event all Revolving Commitments have not been terminated) shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid. The Borrower shall deliver to the Administrative Agent and each Term Lender notice of each prepayment of Term Loans in whole or in part pursuant to this Section 2.12 not less than five (5) Business Days prior to the date such prepayment shall be made (each, a “Mandatory Prepayment Date”). Such notice shall set forth (i) the percentage obtained by dividing the aggregate outstanding principal balance of the Revolving Credit Outstandings owing by such Borrower by the aggregate outstanding principal balance of the Revolving Credit Outstandings owing by all Borrowers multiplied by Mandatory Prepayment Date, (ii) the aggregate amount of such excessprepayment and (iii) the options of each Term Lender to (x) decline or accept its share of such prepayment and (y) to accept Declined Amounts. If any Any Term Lender that wishes to exercise its option to decline such excess remains after repayment prepayment or to accept Declined Amounts shall notify the Administrative Agent by facsimile not later than three (3) Business Days prior to the Mandatory Prepayment Date. (f) The Borrower shall deliver to the Administrative Agent, at the time of each prepayment required under this Section 2.12, (i) a certificate signed by a Responsible Officer setting forth in full reasonable detail the calculation of the aggregate outstanding Swingline Loans and Revolving Loans, each Borrower shall provide cash collateral for its then outstanding Letter of Credit Obligations in the manner set forth in Section 8.2 (Actions in Respect of Letters of Credit) in an amount equal to 105% of (A) the percentage obtained by dividing the aggregate outstanding amount of the Letter of Credit Obligations owing by such Borrower by the aggregate outstanding amount of the Letter of Credit Obligations owing by all Borrowers multiplied by (B) the aggregate amount of such excessprepayment or reduction and (ii) to the extent practicable, at least ten days prior written notice of such prepayment or reduction (and the Administrative Agent shall promptly provide the same to each Lender). Each notice of prepayment shall specify the prepayment or reduction date, the Type of each Loan being prepaid and the principal amount of each Loan (or portion thereof) to be prepaid. (g) No prepayment fee shall be payable in respect of any mandatory prepayments made pursuant to this Section 2.12.

Mandatory Prepayments. (a) If at On each date on which the Revolver Commitments are reduced or terminated pursuant to Section 2.08, Section 2.09 or Section 9.04(c), the Borrower shall repay or prepay such principal amount of the outstanding Revolver Advances, if any time(together with interest accrued thereon and any amount due under Section 8.05), as may be necessary so that after such payment the aggregate unpaid principal amount of the Revolver Advances and Swing Advances does not exceed the aggregate amount of the Revolver Commitments as then reduced. Each such payment or prepayment shall be applied (i) first to any Swing Advances outstanding, and (ii) then applied to prepay ratably to the Revolver Advances of the several Lenders outstanding on the date of payment or prepayment in the following order or priority: (a) first, to Base Rate Advances, (b) second, to Index Euro-Dollar Advances; (c) lastly, to Tranche Euro-Dollar Advances. (b) In the event that the aggregate principal amount of all Advances at any Borrower’s Revolving Credit Outstandings exceeds such Borrower’s Revolving Credit Sublimit one time outstanding shall at any time exceed the aggregate amount of the Revolver Commitments of all of the Lenders at such time, such the Borrower shall forthwith prepay first, the Swingline Loans and then the Revolving Loans made to such Borrower then outstanding in an aggregate amount equal to such excess. If any such excess remains after repayment in full immediately repay so much of the aggregate outstanding Swingline Loans and Revolving Loans made to such Borrower, such Borrower shall provide cash collateral for its then outstanding Letter of Credit Obligations Advances as is necessary in the manner set forth in Section 8.2 (Actions in Respect of Letters of Credit) in an amount equal to 105% of such excess. (b) If at any time, order that the aggregate principal amount of Revolving Credit Outstandings exceeds the Advances thereafter outstanding, shall not exceed the aggregate Revolving Credit amount of the Revolver Commitments of all of the Lenders at such time. Each such payment or prepayment shall be applied (i) first to any Swing Advances outstanding, each and (ii) then applied to prepay ratably to the Revolver Advances of the several Lenders outstanding on the date of payment or prepayment in the following order or priority: (a) first, to Base Rate Advances, (b) second, to Index Euro-Dollar Advances; (c) lastly, to Tranche Euro-Dollar Advances. (c) In the event that the aggregate principal amount of all Advances at any one time outstanding shall at any time exceed the Borrowing Base, the Borrower shall forthwith prepay immediately repay so much of the Advances as is necessary in order that the aggregate principal amount of the Advances thereafter outstanding shall not exceed the Borrowing Base. (d) If at any time the Borrower is not in compliance with the Minimum Availability Requirement, the Borrower shall immediately repay so much of the Revolver Advances as is necessary in order that, after giving effect to such repayment, the Minimum Availability Requirement is satisfied. Each such payment or prepayment shall be applied ratably to the Revolver Advances of the several Lenders outstanding on the date of payment or prepayment in the following order or priority: (i) first, the Swingline Loans to Base Rate Advances, and then the Revolving Loans made (ii) lastly to such Borrower then outstanding in an aggregate amount equal to Euro-Dollar Advances. (e) If at any time (i) the percentage obtained by dividing the aggregate outstanding principal balance Administrative Agent on behalf of the Revolving Credit Outstandings owing by such Borrower by the aggregate outstanding principal balance of the Revolving Credit Outstandings owing by all Borrowers multiplied by Secured Parties does not own or have a valid and perfected first priority security interest in any Eligible Investment or (ii) any representation or warranty with respect to any Eligible Investment included in the aggregate amount Borrowing Base is not true and correct, then upon the earlier of the Borrower’s receipt of notice from the Administrative Agent or the Borrower becoming aware thereof, the Borrower shall either (x) repay the Advances outstanding (together with any amounts owing under Article VIII relating to such repayment) to the extent required by Section 2.11(c) after giving effect to the exclusion of such excess. If any ineligible Portfolio Investment from the Borrowing Base, or (y) substitute an Eligible Investment for such excess remains ineligible Portfolio Investment; provided that no such substitution shall be permitted unless (1) such substitute Portfolio Investment is an Eligible Investment on the date of substitution, (2) after repayment in full giving effect to the inclusion of the aggregate substitute Eligible Investment, no repayment of any Advances outstanding Swingline Loans shall be required under Section 2.11(c) (after giving effect to the exclusion of such ineligible Portfolio Investment from the Borrowing Base), (3) all representations and Revolving Loanswarranties of the Borrower contained in Article IV shall be true and correct as of the date of substitution, each (4) all actions or additional actions (if any) necessary to perfect the security interest of the Administrative Agent in such substitute Portfolio Investment and related Collateral shall have been taken as of or prior to the date of substitution and (4) the Borrower shall provide cash collateral for its then outstanding Letter deliver to the Administrative Agent on the date of Credit Obligations in the manner set forth in Section 8.2 (Actions in Respect of Letters of Credit) in an amount equal to 105% of such substitution (A) the percentage obtained by dividing the aggregate outstanding amount a certificate of a Responsible Officer certifying that each of the Letter foregoing is true and correct as of Credit Obligations owing by such Borrower by the aggregate outstanding amount of the Letter of Credit Obligations owing by all Borrowers multiplied by date and (B) a Borrowing Base Certification Report (including a calculation of Borrowing Base after giving effect to such substitution). (f) [Intentionally Omitted]. (g) Any repayment or prepayment made pursuant to this Section shall not affect the aggregate amount Borrowers’ obligation to continue to make payments under any Hedging Agreement, which shall remain in full force and effect notwithstanding such repayment or prepayment, subject to the terms of such excessHedging Agreement. (h) Any repayment or prepayment made pursuant to this Section shall be in cash without any prepayment premium or penalty (but including all breakage or similar costs) on the customary terms of the Administrative Agent.

Mandatory Prepayments. (i) [INTENTIONALLY OMITTED] (ii) No later than two (2) Business Days following receipt of Net Cash Proceeds from any voluntary or involuntary sale or disposition by Borrower or any of its Subsidiaries of property or assets after the Closing Date (other than sales or dispositions of Inventory or Equipment or other fixed assets in the ordinary course of business and other than any proceeds from the termination of the lease for Borrower’s store located on 34th Street, New York City, NY), subject to the Senior Loan Subordination Agreement, Borrower shall prepay the outstanding Obligations in accordance with clause (d) below in an amount equal to 100% of the Net Cash Proceeds in excess of $500,000 in any fiscal year of Borrower received by such Person in connection with such sales or dispositions to the extent that the aggregate amount of Net Cash Proceeds received by Borrower and its Subsidiaries (and not paid to Agent as a prepayment of the Obligations) for all such sales or dispositions shall exceed $500,000 in any fiscal year. Nothing contained in this subclause (ii) shall permit Borrower or any of its Subsidiaries to sell or otherwise dispose of any property or assets other than in accordance with Section 6.4. (iii) No later than two (2) Business Days following the receipt by Borrower or any of its Subsidiaries of any cash or other collected funds in respect of Extraordinary Receipts after the Closing Date in excess of $500,000 in the aggregate in any fiscal year of Borrower ending after the Closing Date, subject to the Senior Loan Subordination Agreement, Borrower shall prepay the outstanding Obligations in accordance with clause (d) below in an amount equal to 100% of such Extraordinary Receipts in excess of $500,000 in the aggregate in any fiscal year of Borrower ending after the Closing Date, net of any reasonable expenses incurred in collecting such Extraordinary Receipts. (iv) No later than two (2) Business Days following the issuance or incurrence by Borrower or any of its Subsidiaries of any Indebtedness (other than Indebtedness referred to in clauses (a) If at through (c) and (e) through (g) of Section 6.1) after the Closing Date, or the sale or issuance by Borrower or any time, the aggregate principal amount of its Subsidiaries of any shares of its Capital Stock in an amount in excess of $500,000 in any one transaction or series of related transactions, subject to the Senior Loan Subordination Agreement and excluding proceeds from the issuance of Capital Stock as a result of the exercise of options, warrants or subordinated convertible debentures outstanding prior to the Closing Date or the exercise of rights with respect to any Capital Stock based compensation awarded to officers, directors or employees of Borrower’s Revolving Credit Outstandings exceeds such Borrower’s Revolving Credit Sublimit at such time, such Borrower shall forthwith prepay first, the Swingline Loans and then the Revolving Loans made to such Borrower then outstanding in an aggregate amount equal to such excess. If any such excess remains after repayment in full principal of the aggregate outstanding Swingline Loans and Revolving Loans made to such Borrower, such Borrower shall provide cash collateral for its then outstanding Letter of Credit Obligations in the manner set forth in Section 8.2 accordance with clause (Actions in Respect of Letters of Creditd) in an amount equal to 10550% of the Net Cash Proceeds received by Borrower or its Subsidiaries in connection with such excess. sale, issuance, or incurrence. The provisions of this subsection (biv) If at shall not be deemed to be implied consent to any timesuch sale, the aggregate principal amount of Revolving Credit Outstandings exceeds the aggregate Revolving Credit Commitments at such timeissuance, each Borrower shall forthwith prepay first, the Swingline Loans and then the Revolving Loans made to such Borrower then outstanding in an aggregate amount equal to (i) the percentage obtained by dividing the aggregate outstanding principal balance of the Revolving Credit Outstandings owing by such Borrower or incurrence otherwise prohibited by the aggregate outstanding principal balance terms and conditions of the Revolving Credit Outstandings owing by all Borrowers multiplied by (ii) the aggregate amount of such excess. If any such excess remains after repayment in full of the aggregate outstanding Swingline Loans and Revolving Loans, each Borrower shall provide cash collateral for its then outstanding Letter of Credit Obligations in the manner set forth in Section 8.2 (Actions in Respect of Letters of Credit) in an amount equal to 105% of (A) the percentage obtained by dividing the aggregate outstanding amount of the Letter of Credit Obligations owing by such Borrower by the aggregate outstanding amount of the Letter of Credit Obligations owing by all Borrowers multiplied by (B) the aggregate amount of such excessthis Agreement.

Mandatory Prepayments. (ai) If at If, after giving effect to any timetermination or reduction of the Aggregate Maximum Credit Amounts pursuant to Section 2.06(b), the aggregate principal amount of any Borrower’s total Revolving Credit Outstandings Exposures exceeds such Borrower’s Revolving Credit Sublimit at such timethe total Commitments, such then the Borrower shall forthwith (A) prepay first, the Swingline Loans and then Borrowings on the Revolving Loans made to date of such Borrower then outstanding termination or reduction in an aggregate principal amount equal to such excess. If , and (B) if any such excess remains after repayment in full prepaying all of the aggregate outstanding Swingline Loans and Revolving Loans made to Borrowings as a result of an LC Exposure, cash collateralize such Borrower, such Borrower shall provide cash collateral for its then outstanding Letter of Credit Obligations in the manner set forth excess as provided in Section 8.2 2.08(j). (Actions ii) Upon any redetermination or adjustment to the amount of the Borrowing Base in Respect accordance with Section 2.07 (other than pursuant to Section 2.07(e)) or Section 8.13(c), if the total Revolving Credit Exposures exceeds the redetermined or adjusted Borrowing Base, then the Borrower shall, after receipt of Letters the applicable New Borrowing Base Notice, deliver, within thirty (30) days after the date such New Borrowing Base Notice is received by the Borrower in accordance with Section 2.07(d), written notice to the Administrative Agent indicating the Borrower’s election to take any of Creditthe following actions (and the failure of the Borrower to take such actions to remedy such Borrowing Base Deficiency shall constitute an Event of Default): (A) (1) prepay the Borrowings in an aggregate principal amount equal to 105% such excess, and (2) if any excess remains after prepaying all of the Borrowings as a result of an LC Exposure, cash collateralize such excess as provided in Section 2.08(j). The Borrower shall be obligated to make such prepayment and/or cash collateralize such excess within thirty (30) days following the date it receives the New Borrowing Base Notice in accordance with Section 2.07(d) or the date the adjustment occurs pursuant to Section 8.13(c); provided that all payments required to be made pursuant to this Section 3.04(c)(ii)(A) must be made on or prior to the Termination Date; (B) (1) prepay the Borrowings in an aggregate principal amount equal to such excess, and (2) if any excess remains after prepaying all of the Borrowings as a result of an LC Exposure, cash collateralize such excess as provided in Section 2.08(j). The Borrower shall be obligated to make such prepayment and/or cash collateralize such excess within ninety (90) days following the date it receives the New Borrowing Base Notice in accordance with Section 2.07(d) or the date the adjustment occurs pursuant to Section 8.13(c), in three (3) equal consecutive monthly installments, the first installment being due and payable on the date that is thirty (30) days following the date that the Borrower receives such New Borrowing Base Notice and each subsequent installment being due and payable on the same day in each of the subsequent calendar months; provided that all payments required to be made pursuant to this Section 3.04(c)(ii)(B) must be made on or prior to the Termination Date; (C) grant, within thirty (30) days after the date such New Borrowing Base Notice is received by the Borrower or the date the adjustment occurs pursuant to Section 8.13(c), to the Administrative Agent as security for the Obligations a first-priority Lien interest (provided that Excepted Liens of the type described in clauses (a) to (d) and (f) of the definition thereof may exist, but subject to the provisos at the end of such excessdefinition) on additional Oil and Gas Properties (not already subject to a Lien of the Security Instruments) pursuant to Security Instruments acceptable to the Administrative Agent with sufficient Borrowing Base value (as determined by the Required Lenders) to cure the Borrowing Base Deficiency; provided that in no event may the Borrower elect the option specified in this clause (C) if fewer than ninety (90) days remain until the Maturity Date; or (1) combine the options provided in clauses (A), (B) and (C) above and specify (in the written notice delivered to the Administrative Agent electing such option) the amount to be prepaid pursuant to clauses (A) and/or (B) and the amount to be provided as additional Collateral pursuant to clause (C), and (2) make such payments, and deliver such additional Collateral, within the time required under clauses (A), (B) and (C) above; provided that all payments required to be made pursuant to this Section 3.04(c)(ii)(D) must be made on or prior to the Termination Date. (biii) If at Upon any timeadjustment to the Borrowing Base pursuant to Section 2.07(e) or Section 9.12(d), if the total Revolving Credit Exposures exceeds the Borrowing Base as adjusted, then the Borrower shall (A) prepay the Borrowings in an aggregate principal amount of Revolving Credit Outstandings exceeds the aggregate Revolving Credit Commitments at such time, each Borrower shall forthwith prepay first, the Swingline Loans and then the Revolving Loans made equal to such Borrower then outstanding in an aggregate amount equal to excess, and (iB) the percentage obtained by dividing the aggregate outstanding principal balance of the Revolving Credit Outstandings owing by such Borrower by the aggregate outstanding principal balance of the Revolving Credit Outstandings owing by all Borrowers multiplied by (ii) the aggregate amount of such excess. If if any such excess remains after repayment in full prepaying all of the aggregate outstanding Swingline Loans and Revolving LoansBorrowings as a result of an LC Exposure, each cash collateralize such excess as provided in Section 2.08(j). The Borrower shall provide be obligated to make such prepayment and/or cash collateral for its then outstanding Letter of Credit Obligations in the manner set forth in Section 8.2 (Actions in Respect of Letters of Credit) in an amount equal to 105% of collateralize such excess (A) in the percentage obtained by dividing case of an adjustment pursuant to Section 2.07(e), on the aggregate outstanding amount of date the Letter of Credit Obligations owing by such Borrower by the aggregate outstanding amount of the Letter of Credit Obligations owing by all Borrowers multiplied by adjustment occurs and (B) in the aggregate amount case of an adjustment to the Borrowing Base pursuant to Section 9.12(d), on the date that the relevant sale or other disposition occurs; provided that all payments required to be made pursuant to this Section 3.04(c)(iii) must be made on or prior to the Termination Date. (iv) Each prepayment of Borrowings pursuant to this Section 3.04(c) shall be applied, first, ratably to any ABR Borrowings then outstanding, and, second, to any Eurodollar Borrowings then outstanding, and if more than one Eurodollar Borrowing is then outstanding, to each such excessEurodollar Borrowing in order of priority beginning with the Eurodollar Borrowing with the least number of days remaining in the Interest Period applicable thereto and ending with the Eurodollar Borrowing with the most number of days remaining in the Interest Period applicable thereto. (v) Each prepayment of Borrowings pursuant to this Section 3.04(c) shall be applied ratably to the Loans included in the prepaid Borrowings. Prepayments pursuant to this Section 3.04(c) shall be accompanied by accrued interest to the extent required by Section 3.02.

Mandatory Prepayments. (a) If at any timeIndebtedness shall be issued or incurred by any Group Member (excluding any Indebtedness incurred in accordance with Section 7.2, the aggregate principal amount of any Borrower’s Revolving Credit Outstandings exceeds such Borrower’s Revolving Credit Sublimit at such timeother than paragraph (g) thereof), such Borrower shall forthwith prepay first, the Swingline Loans and then the Revolving Loans made to such Borrower then outstanding in an aggregate amount equal to such excess. If any such excess remains after repayment in full 100% of the aggregate outstanding Swingline Net Cash Proceeds thereof shall be applied on the date of such issuance or incurrence toward the prepayment of the Term Loans and Revolving Loans made to such Borrower, such Borrower shall provide cash collateral for its then outstanding Letter of Credit Obligations in the manner as set forth in Section 8.2 (Actions in Respect of Letters of Credit) in an amount equal to 105% of such excess2.11(d). (b) If at on any timedate any Group Member shall receive Net Cash Proceeds from any Asset Sale or Recovery Event then, unless a Reinvestment Notice shall be delivered in respect thereof, such Net Cash Proceeds shall be applied within three (3) Business Days of such date toward the aggregate principal amount prepayment of Revolving Credit Outstandings exceeds the aggregate Revolving Credit Commitments at such timeTerm Loans as set forth in Section 2.11(d); provided, each Borrower shall forthwith prepay firstthat, notwithstanding the Swingline Loans and then the Revolving Loans made to such Borrower then outstanding in an aggregate amount equal to foregoing, (i) the percentage obtained by dividing aggregate Net Cash Proceeds of Asset Sales and Recovery Events that may be excluded from the aggregate outstanding principal balance foregoing requirement pursuant to a Reinvestment Notice shall not exceed $5,000,000 in any Fiscal Year of the Revolving Credit Outstandings owing by such Borrower by and (ii) on each Reinvestment Prepayment Date, an amount equal to the aggregate outstanding principal balance Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied toward the prepayment of the Revolving Credit Outstandings owing by all Borrowers Term Loans as set forth in Section 2.11(d). (c) If, for any Fiscal Year of the Borrower commencing with the Fiscal Year ending January 29, 2012 there shall be Excess Cash Flow, the Borrower shall, on the relevant Excess Cash Flow Application Date (as defined below), apply an amount (the “ECF Application Amount”) equal to (i)(A) such Excess Cash Flow multiplied by (B) the relevant ECF Percentage minus (ii) the aggregate amount of such excess. If any such excess remains after repayment in full all prepayments of the aggregate outstanding Swingline Loans and Revolving Loans, each Borrower Canadian Revolving Loans, Additional Revolving Loans and Swingline Loans during such Fiscal Year (or during the current Fiscal Year but prior to the relevant Excess Cash Flow Application Date, in which case such amount shall provide cash collateral for its then outstanding Letter not be deducted in any subsequent calculation of Credit Obligations Excess Cash Flow) to the extent accompanying permanent optional reductions of the Revolving Commitments, or the Canadian Revolving Commitments, as the case may be, and all optional prepayments of the Term Loans during such Fiscal Year (or during the current Fiscal Year but prior to the relevant Excess Cash Flow Application Date, in which case such amount shall not be deducted in any subsequent calculation of Excess Cash Flow), toward the manner prepayment of the Term Loans as set forth in Section 8.2 2.11(d). Each such prepayment shall be made on a date (Actions in Respect of Letters of Creditan “Excess Cash Flow Application Date”) in an amount equal to 105% no later than five days after the earlier of (Ai) the percentage obtained by dividing date on which the aggregate outstanding amount financial statements of the Letter of Credit Obligations owing by Borrower referred to in Section 6.1(a), for the Fiscal Year with respect to which such Borrower by prepayment is made, are required to be delivered to the aggregate outstanding amount Lenders and (ii) the date such financial statements are actually delivered. (d) Amounts to be applied in connection with prepayments made pursuant to Section 2.11 shall be applied to the prepayment of the Letter Term Loans in accordance with Section 2.17(b). The application of Credit Obligations owing any prepayment pursuant to Section 2.11 shall be made, first, to ABR Loans and, second, to Eurodollar Loans. Each prepayment of the Loans under Section 2.11 shall be accompanied by all Borrowers multiplied by (B) accrued interest to the aggregate amount date of such excessprepayment on the amount prepaid.

Mandatory Prepayments. (ai) If at If, after giving effect to any timetermination or reduction of the Aggregate Maximum Credit Amounts pursuant to Section 2.06(b), the aggregate principal amount of any Borrower’s total Revolving Credit Outstandings Exposures exceeds such Borrower’s Revolving Credit Sublimit at such timethe total Commitments, such then the Borrower shall forthwith (A) prepay first, the Swingline Loans and then Borrowings on the Revolving Loans made to date of such Borrower then outstanding termination or reduction in an aggregate principal amount equal to such excess. If , and (B) if any such excess remains after repayment in full prepaying all of the aggregate outstanding Swingline Loans and Revolving Loans made Borrowings as a result of an LC Exposure, pay to such Borrower, such Borrower shall provide cash collateral for its then outstanding Letter the Administrative Agent on behalf of Credit Obligations in the manner set forth in Section 8.2 (Actions in Respect of Letters of Credit) in Lenders an amount equal to 105% of such excessexcess to be held as cash collateral as provided in Section 2.08(j). (bii) If at Upon any timeredetermination of or adjustment to the amount of the Borrowing Base in accordance with Section 2.07 or Section 8.13(c), if the total Revolving Credit Exposures exceeds the redetermined or adjusted Borrowing Base, then the Borrower shall (A) prepay the Borrowings in an aggregate principal amount of Revolving Credit Outstandings exceeds the aggregate Revolving Credit Commitments at such time, each Borrower shall forthwith prepay first, the Swingline Loans and then the Revolving Loans made equal to such Borrower then outstanding in an aggregate amount equal to excess, and (iB) the percentage obtained by dividing the aggregate outstanding principal balance of the Revolving Credit Outstandings owing by such Borrower by the aggregate outstanding principal balance of the Revolving Credit Outstandings owing by all Borrowers multiplied by (ii) the aggregate amount of such excess. If if any such excess remains after repayment in full prepaying all of the aggregate outstanding Swingline Loans and Revolving LoansBorrowings as a result of an LC Exposure, each Borrower shall provide cash collateral for its then outstanding Letter pay to the Administrative Agent on behalf of Credit Obligations in the manner set forth in Section 8.2 (Actions in Respect of Letters of Credit) in Lenders an amount equal to 105% such excess to be held as cash collateral as provided in Section 2.08(j). The Borrower shall be obligated to make such prepayment and/or deposit of cash collateral within forty-five (45) days following its receipt of the New Borrowing Base Notice in accordance with Section 2.07(d) or the date the adjustment occurs; provided that all payments required to be made pursuant to this Section 3.04(c)(ii) must be made on or prior to the Termination Date. (iii) Upon any adjustments to the Borrowing Base pursuant to Section 9.13, if the total Revolving Credit Exposures exceeds the Borrowing Base as adjusted, then the Borrower shall (A) prepay the percentage obtained by dividing the Borrowings in an aggregate outstanding principal amount of the Letter of Credit Obligations owing by equal to such Borrower by the aggregate outstanding amount of the Letter of Credit Obligations owing by all Borrowers multiplied by excess, and (B) if any excess remains after prepaying all of the aggregate Borrowings as a result of an LC Exposure, pay to the Administrative Agent on behalf of the Lenders an amount equal to such excess to be held as cash collateral as provided in Section 2.08(j). The Borrower shall be obligated to make such prepayment and/or deposit of cash collateral on the date it or any Subsidiary receives cash proceeds as a result of such excessdisposition; provided that all payments required to be made pursuant to this Section 3.04(c)(iii) must be made on or prior to the Termination Date. (iv) Each prepayment of Borrowings pursuant to this Section 3.04(c) shall be applied, first, ratably to any ABR Borrowings then outstanding, and, second, to any Eurodollar Borrowings then outstanding, and if more than one Eurodollar Borrowing is then outstanding, to each such Eurodollar Borrowing in order of priority beginning with the Eurodollar Borrowing with the least number of days remaining in the Interest Period applicable thereto and ending with the Eurodollar Borrowing with the most number of days remaining in the Interest Period applicable thereto. (v) Each prepayment of Borrowings pursuant to this Section 3.04(c) shall be applied ratably to the Loans included in the prepaid Borrowings. Prepayments pursuant to this Section 3.04(c) shall be accompanied by accrued interest to the extent required by Section 3.02.

Mandatory Prepayments. (ai) If at If, after giving effect to any timetermination or reduction of the Aggregate Maximum Credit Amounts pursuant to Section 2.06(b), the aggregate principal amount of any Borrower’s total Revolving Credit Outstandings Exposures exceeds such Borrower’s Revolving Credit Sublimit at such timethe total Commitments, such then the Borrower shall forthwith (A) prepay first, the Swingline Loans and then Borrowings on the Revolving Loans made to date of such Borrower then outstanding termination or reduction in an aggregate principal amount equal to such excess. If , and (B) if any such excess remains after repayment in full prepaying all of the aggregate outstanding Swingline Loans and Borrowings as a result of an LC Exposure, cash collateralize such excess as provided in Section 2.08(j). (ii) Upon any redetermination of or adjustment to the amount of the Borrowing Base in accordance with Section 2.07(a) through (d) or Section 8.13(c), if the total Revolving Loans made to such BorrowerCredit Exposures exceeds the redetermined or adjusted Borrowing Base, such then the Borrower shall provide cash collateral for its then outstanding Letter of Credit Obligations in (A) prepay the manner set forth in Section 8.2 (Actions in Respect of Letters of Credit) Borrowings in an aggregate principal amount equal to 105% of such excess, and (B) if any excess remains after prepaying all of the Borrowings as a result of an LC Exposure, cash collateralize such excess as provided in Section 2.08(j). The Borrower shall be obligated to make such prepayment and/or cash collateralize such excess within one hundred twenty (120) days following the later of its receipt of the New Borrowing Base Notice in accordance with Section 2.07(d) or the date the adjustment occurs; provided that all payments required to be made pursuant to this Section 3.04(c)(ii) must be made on or prior to the Termination Date. (biii) If at Upon any timeadjustments to the Borrowing Base pursuant to Section 2.07(e), Section 2.07(f), Section 9.12(d) or Section 9.12(e), if the total Revolving Credit Exposures exceed the Borrowing Base as adjusted, then the Borrower shall (A) prepay the Borrowings in an aggregate principal amount equal to such excess, and (B) if any excess remains after prepaying all of Revolving Credit Outstandings exceeds the aggregate Revolving Credit Commitments at Borrowings as a result of an LC Exposure, cash collateralize such time, each excess as provided in Section 2.08(j). The Borrower shall forthwith prepay firstbe obligated to make such prepayment and/or cash collateralize such excess (A) in the case of an adjustment pursuant to Section 2.07(e) or Section 2.07(f), on the Swingline Loans date the adjustment occurs and (B) in the case of an adjustment to the Borrowing Base pursuant to Section 9.12(d) or Section 9.12(e), on the date of the relevant sale or other disposition; provided that all payments required to be made pursuant to this Section 3.04(c)(iii) must be made on or prior to the Termination Date. (iv) Notwithstanding anything to the contrary herein, if the Borrower or any of its Subsidiaries sells any Property when a Borrowing Base Deficiency or Event of Default exists, then the Revolving Loans made to such Borrower then outstanding shall (A) prepay the Borrowings in an aggregate principal amount equal to the net cash proceeds received from such sale, and (iB) the percentage obtained by dividing the aggregate outstanding principal balance of the Revolving Credit Outstandings owing by such Borrower by the aggregate outstanding principal balance of the Revolving Credit Outstandings owing by all Borrowers multiplied by (ii) the aggregate amount of such excess. If if any such excess remains after repayment in full prepaying all of the aggregate outstanding Swingline Loans and Revolving LoansBorrowings as a result of an LC Exposure, each cash collateralize such excess as provided in Section 2.08(j). The Borrower shall provide be obligated to make such prepayment and/or cash collateral for its collateralize such excess on the date it or any Subsidiary receives cash proceeds as a result of such sale; provided that all payments required to be made pursuant to this Section 3.04(c)(iii) must be made on or prior to the Termination Date. (v) Each prepayment of Borrowings pursuant to this Section 3.04(c) shall be applied, first, ratably to any ABR Borrowings then outstanding Letter outstanding, and, second, to any Eurodollar Borrowings then outstanding, and if more than one Eurodollar Borrowing is then outstanding, to each such Eurodollar Borrowing in order of Credit Obligations priority beginning with the Eurodollar Borrowing with the least number of days remaining in the manner set forth Interest Period applicable thereto and ending with the Eurodollar Borrowing with the most number of days remaining in the Interest Period applicable thereto. (vi) Each prepayment of Borrowings pursuant to this Section 8.2 (Actions 3.04(c) shall be applied ratably to the Loans included in Respect of Letters of Creditthe prepaid Borrowings. Prepayments pursuant to this Section 3.04(c) in an amount equal shall be accompanied by accrued interest to 105% of (A) the percentage obtained extent required by dividing the aggregate outstanding amount of the Letter of Credit Obligations owing by such Borrower by the aggregate outstanding amount of the Letter of Credit Obligations owing by all Borrowers multiplied by (B) the aggregate amount of such excessSection 3.02.

Mandatory Prepayments. (ai) If at If, on any timedate and for any reason, the aggregate principal amount Outstanding Amount of any Borrower’s Revolving Credit Outstandings L/C Obligations exceeds such Borrower’s Revolving Credit Sublimit at such time, such Borrower shall forthwith prepay firstthe L/C Sublimit, the Swingline Loans Borrowers will immediately (and then in any event within three Business Days thereof) Cash Collateralize the Revolving Loans made to Outstanding Amount of such Borrower then outstanding L/C Obligations in an aggregate amount equal to such excess. If . (ii) If, on any such excess remains date the Total Revolving Credit Outstandings, less the amount of L/C Obligations Cash Collateralized, exceeds the Aggregate Revolving Credit Commitments then in effect, including after repayment in full giving effect to any reduction of the aggregate Aggregate Revolving Credit Commitments pursuant to Section 2.07, the Borrowers will immediately, and without notice or demand, prepay the outstanding Swingline principal amount of the Revolving Credit Loans, Swing Line Loans and Revolving Loans made to such Borrower, such Borrower shall provide cash collateral for its then outstanding Letter of Credit Obligations in the manner set forth in Section 8.2 (Actions in Respect of Letters of Credit) in L/C Borrowings by an amount equal to 105% of the applicable excess. Any such excessprepayment will be applied, first, to any L/C Borrowings, second, to prepay any outstanding Swing Line Loans and third, to prepay any outstanding Revolving Credit Loans. (biii) If at If, following any timereduction of the Aggregate Revolving Credit Commitments pursuant to Section 2.07, the aggregate principal amount Outstanding Amount of Revolving Credit Outstandings exceeds Swing Line Loans would exceed the aggregate Revolving Credit Commitments at Swing Line Sublimit (including as reduced by such time, each Borrower shall forthwith prepay firstreduction), the Swingline Borrowers will prepay on the reduction date the Outstanding Amount of Swing Line Loans and then the Revolving Loans made to such Borrower then outstanding in an aggregate amount equal to (i) the percentage obtained by dividing the aggregate outstanding principal balance of the Revolving Credit Outstandings owing by such Borrower by the aggregate outstanding principal balance of the Revolving Credit Outstandings owing by all Borrowers multiplied by (ii) the aggregate amount of such excess. If any such excess remains after repayment in full of the aggregate outstanding Swingline Loans and Revolving Loans, each Borrower shall provide cash collateral for its then outstanding Letter of Credit Obligations in the manner set forth in Section 8.2 (Actions in Respect of Letters of Credit) in an amount equal to 105% of the amount by which such Outstanding Amount exceeds the Swing Line Sublimit. (Aiv) the percentage obtained by dividing the aggregate outstanding amount If, following any reduction of the Letter of Aggregate Revolving Credit Commitments pursuant to Section 2.07, the L/C Obligations owing would exceed the L/C Sublimit (including as reduced by such Borrower by reduction), the aggregate outstanding amount of the Letter of Credit Obligations owing by all Borrowers multiplied by (B) the aggregate amount of will Cash Collateralize such excessL/C Obligations.

Mandatory Prepayments. (a) If at any time, In no event shall the aggregate principal amount sum of any Borrower’s Revolving Credit Outstandings exceeds such Borrower’s Revolving Credit Sublimit at such time, such Borrower shall forthwith prepay first, the Swingline Loans and then the Revolving Loans made to such Borrower then outstanding in an aggregate amount equal to such excess. If any such excess remains after repayment in full of the aggregate outstanding Swingline Loans and Revolving Loans made to such Borrower, such Borrower shall provide cash collateral for its then outstanding Letter of Credit Obligations in the manner set forth in Section 8.2 (Actions in Respect of Letters of Credit) in an amount equal to 105% of such excess. (b) If at any time, the aggregate principal amount of Revolving Credit Outstandings exceeds the aggregate Revolving Credit Commitments at such time, each Borrower shall forthwith prepay first, the Swingline Loans and then the Revolving Loans made to such Borrower then outstanding in an aggregate amount equal to (i) the percentage obtained by dividing the aggregate outstanding principal balance of the Revolving Credit Outstandings owing by such Borrower by Notes exceed the lesser of (i) the Borrowing Base and (ii) the Maximum Note Amount. If at any time and for any reason, the outstanding unpaid principal balance of the Notes exceeds the Maximum Note Amount, Issuer shall promptly, and in any event within five (5) Business Days, without the necessity of any notice or demand, whether or not an Early Wind-Down Trigger Event, Default or Event of Default has occurred or is continuing, prepay the principal balance of the Notes in an amount equal to the difference between the then aggregate outstanding principal balance of the Revolving Credit Outstandings owing by all Borrowers multiplied by (ii) Notes and the aggregate amount Maximum Note Amount. If, on any date of such excess. If measurement, and for any such excess remains after repayment in full reason, the outstanding unpaid principal balance of the aggregate outstanding Swingline Loans Notes exceeds the Borrowing Base (including due to any Eligible Receivable thereafter failing to meet the eligibility criteria and Revolving Loansbecoming ineligible), each Borrower shall provide cash collateral for its then outstanding Letter Issuer shall, without the necessity of Credit Obligations in any notice or demand, whether or not an Early Wind-Down Trigger Event, Default or Event of Default has occurred or is continuing, either (x) prepay the manner set forth in Section 8.2 (Actions in Respect principal balance of Letters of Credit) the Notes in an amount equal to 105% the difference between the then aggregate outstanding principal balance of the Notes and the Borrowing Base, (Ay) if during the percentage obtained by dividing Revolving Period, increase the aggregate principal amount of Eligible Receivables pledged to Collateral Agent for the benefit of the Secured Parties in accordance with this Agreement, or (z) effect some combination of clauses (x) and (y), so that the Borrowing Base is equal to or exceeds the then outstanding principal balance of the Notes; provided, however, if the outstanding principal amount of the Letter Notes exceeds the Borrowing Base as a result of Credit Obligations owing the failure of a Receivable to meet the definition of “Eligible Receivable” as a result of a Level Two Regulatory Event, Issuer shall have thirty (30) calendar days after the earlier of its discovery or receipt of notice thereof to comply with this clause solely with respect to such Receivable. The pledge and delivery to Collateral Agent of additional Eligible Receivables shall comply with the document delivery requirements set forth in this Agreement, including Section 4.2, as applicable, and shall be accompanied by a certification from Issuer that demonstrates that after giving effect to the pledge to Collateral Agent of such Borrower additional Eligible Receivables, the outstanding unpaid principal balance of the Notes is equal to or less than the Borrowing Base. For the avoidance of doubt, the Collateral Agent shall have no duty, responsibility or obligation to verify, confirm or prepare any certification required to be provided by the aggregate outstanding amount of the Letter of Credit Obligations owing by all Borrowers multiplied by (B) the aggregate amount of such excessIssuer pursuant to this Section 2.6.

Mandatory Prepayments. (a) If at on any time, Business Day the aggregate unpaid principal amount of any Borrower’s all Revolving Credit Outstandings Loans then outstanding exceeds such Borrower’s the amount of the Total Revolving Credit Sublimit at such timeCommitments, such the Borrower shall forthwith prepay first, the Swingline Loans and then the such Revolving Loans made to such Borrower then outstanding in an aggregate amount equal to such excess. If any such excess remains after repayment in full of the aggregate outstanding Swingline Loans and Revolving Loans made to such Borrower, such Borrower shall provide cash collateral for its then outstanding Letter of Credit Obligations in the manner set forth in Section 8.2 (Actions in Respect of Letters of Credit) in an amount equal to 105% of such excessexcess to the Lenders. (b) If at on any time, Business Day the aggregate unpaid principal amount of all Revolving Credit Outstandings Loans owing to any Lender exceeds such Lender’s pro rata share based upon its Revolving Percentage, the aggregate Revolving Credit Commitments at such time, each Borrower shall forthwith prepay first, the Swingline Loans and then the such Revolving Loans made owing to such Borrower then outstanding in an aggregate amount equal to (i) the percentage obtained by dividing the aggregate outstanding principal balance of the Revolving Credit Outstandings owing by such Borrower by the aggregate outstanding principal balance of the Revolving Credit Outstandings owing by all Borrowers multiplied by (ii) the aggregate amount of such excess. If any such excess remains after repayment in full of the aggregate outstanding Swingline Loans and Revolving Loans, each Borrower shall provide cash collateral for its then outstanding Letter of Credit Obligations in the manner set forth in Section 8.2 (Actions in Respect of Letters of Credit) Lender in an amount equal to 105% such excess; provided, that no such prepayment shall be required if all Lenders shall have consented, in their sole discretion, to such Lender holding a non pro rata portion of the Revolving Loans. (Ac) If on any date the percentage obtained by dividing Borrower is required to prepay the aggregate outstanding Senior Obligations pursuant to Section 2.11 of the Senior Debt Agreement as a result of the issuance of any Indebtedness, the occurrence of any “Asset Sale” (as defined in the Senior Debt Agreement) or any Recovery Event or otherwise, the Borrower shall, on such date, prepay the Revolving Loan in an amount equal to the amount of “Net Cash Proceeds” (as defined in the Letter Senior Debt Agreement) received from such issuance or occurrence in excess of Credit the amount required to be applied to prepay the Senior Obligations owing at such time pursuant to the Senior Debt Agreement; provided that any such Net Cash Proceeds that are permitted to be (i) excluded from prepayment pursuant to the terms of Section 2.11(b)(i) of the Senior Debt Agreement or (ii) reinvested pursuant to the terms of Section 2.11(b)(ii) of the Senior Debt Agreement shall, in the case of either clause (i) or clause (ii), be excluded from the foregoing requirement. (d) If on the date that is three months after the making of any Revolving Loan or the Rollover of any Revolving Loan as provided in Section 2.7(b), the condition in Section 4.2 is not satisfied, such Revolving Loan shall become due and payable on such date. (e) Each prepayment of the Revolving Loans under this Section 2.6 shall be accompanied by such Borrower payment of accrued interest, whether in cash or by the aggregate outstanding amount issuance of PIK Notes or additional Capital Stock of the Letter of Credit Obligations owing Borrower to the Lenders or any combination thereof, in each case, solely as requested by all Borrowers multiplied by (B) the aggregate Lenders, on the amount of such excessprepaid.

Mandatory Prepayments. (a) If at Unless the Required Lenders shall otherwise agree, if on any timedate the Borrower or any of its Subsidiaries shall receive Net Cash Proceeds from any Asset Sale and the ratio of Consolidated Net Debt to Annualized Borrower EBITDA, the aggregate principal amount of any Borrower’s Revolving Credit Outstandings exceeds calculated on a pro forma basis after giving effect to such Borrower’s Revolving Credit Sublimit at such timeAsset Sale, would exceed 5.50 to 1.00, then, unless a Reinvestment Notice shall be delivered in respect thereof, such Borrower Net Cash Proceeds shall forthwith prepay firstbe applied on or prior to the 10th day after such date to the prepayment of the Term Loans in accordance with Sections 2.7(d) and 2.13); provided, that, notwithstanding the Swingline Loans and then the Revolving Loans made to such Borrower then outstanding in foregoing, on each Reinvestment Prepayment Date, an aggregate amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied to the prepayment of Term Loans in accordance with Sections 2.7(d) and 2.13. (b) Unless the Required Lenders shall otherwise agree, if on any date the Borrower or any of its Subsidiaries shall receive Net Cash Proceeds from any Recovery Event, then, unless a Reinvestment Notice shall be delivered in respect thereof, such excessNet Cash Proceeds shall be applied on or prior to the 10th day after such date to the prepayment of the Term Loans in accordance with Sections 2.7(d) and 2.13; provided, that, notwithstanding the foregoing, on each Reinvestment Prepayment Date, an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied to the prepayment of the Term Loans in accordance with Sections 2.7(d) and 2.13. (c) Unless the Required Lenders shall otherwise agree, if any Indebtedness shall be incurred by the Borrower or any of its Subsidiaries (including the Securitization Manager and, if any, the subsidiary acting in a capacity analogous to the Securitization Manager pursuant to any Additional Securitization Arrangements) (excluding any Indebtedness incurred in accordance with Section 7.2), an amount equal to 100% of the Net Cash Proceeds thereof shall be applied on the date of such incurrence to the prepayment of the Term Loans, in accordance with Sections 2.7(d) and 2.13. (d) Amounts to be applied in connection with any prepayment made pursuant to Section 2.7 shall be applied to the prepayment of the Term Loans. If The application of any prepayment pursuant to Section 2.7 shall be made, first, to Base Rate Loans and, second, to Eurodollar Loans.. Each prepayment of Term Loans under Section 2.7 (except in the case of Base Rate Loans) shall be accompanied by accrued interest to the date of such excess remains after repayment in full prepayment on the amount prepaid. (e) If, on any Calculation Date, (i) the Dollar Equivalent of the aggregate outstanding Swingline principal amounts of Revolving Credit Loans and Revolving Loans made to such Borrower, such Borrower shall provide cash collateral for its then outstanding Letter of Credit Obligations in the manner set forth in Section 8.2 (Actions in Respect of Letters of Credit) in Alternative Currencies exceeds an amount equal to 105% of such excess. the Alternative Currency Sublimit, or (bii) If at any time, the Dollar Equivalent of the sum of the aggregate principal amount of all Revolving Credit Outstandings exceeds the aggregate Revolving Credit Commitments at such time, each Borrower shall forthwith prepay first, the Swingline Loans and then the Revolving Loans made to such Borrower then outstanding in an aggregate amount equal to (i) and the percentage obtained by dividing the aggregate outstanding principal balance of the Revolving Credit Outstandings owing by such Borrower by the aggregate outstanding principal balance of the Revolving Credit Outstandings owing by all Borrowers multiplied by (ii) the aggregate amount of such excess. If any such excess remains after repayment in full of the aggregate outstanding Swingline Loans and Revolving Loans, each Borrower shall provide cash collateral for its L/C Obligations then outstanding Letter of Credit Obligations in the manner set forth in Section 8.2 (Actions in Respect of Letters of Credit) in exceeds an amount equal to 105% of (A) the percentage obtained by dividing Total Revolving Credit Commitments, the aggregate outstanding amount Borrowers shall, following notice thereof from the Administrative Agent, without demand therefor, promptly, but in any event within 5 days after such notice, repay such of the Letter of outstanding Revolving Credit Obligations owing by such Borrower by Loans in the aggregate outstanding amount of the Letter of Credit Obligations owing by all Borrowers multiplied by (B) the aggregate amount of such excess.

Mandatory Prepayments. (a) If at on any timedate the Facility Usage exceeds the lesser of (i) the Elected Facility Amount then in effect or (ii) the Borrowing Base then in effect, the aggregate principal amount of any Borrower’s Revolving Credit Outstandings exceeds such Borrower’s Revolving Credit Sublimit at such time, such Borrower Borrowers shall forthwith immediately prepay first, the Swingline Loans and then the Revolving Loans made to such Borrower then outstanding in an aggregate amount equal to such excess. If any such excess remains after repayment in full of the aggregate outstanding Swingline Loans and Revolving Loans made to such Borrower, such Borrower shall provide cash collateral for its then outstanding Letter of Credit Obligations in the manner set forth in Section 8.2 (Actions in Respect of Letters of Credit) in an amount equal to 105% the amount of such excess, together with any amounts payable pursuant to Section 4.11 of this Agreement as a result thereof. (b) If at on any time, the aggregate principal amount of Revolving Credit Outstandings exceeds the aggregate Revolving Credit Commitments at such time, each Borrower shall forthwith prepay first, the Swingline Loans and then the Revolving Loans made to such Borrower then outstanding in an aggregate amount equal to (i) the percentage obtained by dividing date the aggregate outstanding principal balance of all Loans exceeds the Revolving Credit Outstandings owing by such Borrower by Loan Advance Sublimit, the aggregate outstanding principal balance of Borrowers shall immediately prepay the Revolving Credit Outstandings owing by all Borrowers multiplied by (ii) the aggregate amount of such excess. If any such excess remains after repayment in full of the aggregate outstanding Swingline Loans and Revolving Loans, each Borrower shall provide cash collateral for its then outstanding Letter of Credit Obligations in the manner set forth in Section 8.2 (Actions in Respect of Letters of Credit) in an amount equal to 105% the amount of such excess, together with any amounts payable pursuant to Section 4.11 of this Agreement as a result thereof. (Ac) the percentage obtained by dividing If on any date the aggregate outstanding principal amount of all Daylight Overdraft Loans and all Swing Line Loans exceeds the Letter Daylight Overdraft/Swing Line Sublimit, the Borrowers shall immediately prepay the Daylight Overdraft Loans and Swing Line Loans in an amount equal to the amount of Credit Obligations owing by such Borrower by excess, together with any amounts payable pursuant to Section 4.11 of this Agreement as a result thereof. (d) If on any date the aggregate outstanding Credit Extensions exceed any sublimit imposed pursuant to Section 2.4(b) of this Agreement, the Borrowers shall immediately prepay the Loans in an amount equal to the amount of such excess, together with any amounts payable pursuant to Section 4.11 of this Agreement as a result thereof. (e) In the Letter event that the Borrowers are required to make a prepayment pursuant to Section 4.4(a), (b), (c), or (d) of Credit Obligations owing by this Agreement and after paying all outstanding Loans the Facility Usage continues to exceed the lesser of (i) the Elected Facility Amount then in effect or (ii) the Borrowing Base then in effect, the Borrowers multiplied by will deposit with the Administrative Agent Cash Collateral in an amount equal to the amount of such remaining excess in the manner provided for in Section 3.1(b) of this Agreement. (Bf) In the event that the aggregate amount of L/C Obligations in respect of all Long Term Letters of Credit and all Performance Letters of Credit exceeds the Long Term and Performance L/C Sublimit, the Borrowers will deposit with the Administrative Agent Cash Collateral in an amount equal to the amount of such remaining excess.

Mandatory Prepayments. (ai) If at If, after giving effect to any timetermination or reduction of the Aggregate Maximum Credit Amounts pursuant to Section 2.06(b), the aggregate principal amount total Revolving Credit Exposures minus any Cash Collateral previously pledged and still held by the Administrative Agent in respect of any Borrower’s Revolving Credit Outstandings LC Exposure exceeds such Borrower’s Revolving Credit Sublimit at such timethe lesser of (A) the total Commitments and (B) the Borrowing Base, such then the Borrower shall forthwith prepay first, the Swingline Loans and then Borrowings on the Revolving Loans made to date of such Borrower then outstanding termination or reduction in an aggregate principal amount equal to such excess. If , and if any such excess remains after repayment in full prepaying all of the aggregate outstanding Swingline Loans and Revolving Loans made Borrowings as a result of an LC Exposure, pay to the Administrative Agent on behalf of the Lenders an amount equal to such Borrowerexcess to be held as Cash Collateral as provided in Section 2.08(j). (ii) Upon any redetermination of or adjustment to the amount of the Borrowing Base in accordance with Section 2.07 or Section 8.13(c), if the total Revolving Credit Exposures exceeds the redetermined or adjusted Borrowing Base, then, after receiving notice from the Administrative Agent by means of a New Borrowing Base Notice or notice of adjustment pursuant to Section 8.13(c), in each case, of such Borrowing Base Deficiency (such date of receipt of notice, the “Deficiency Notification Date”), the Borrower shall provide cash collateral for at its then outstanding Letter option: (A) within thirty (30) days of Credit Obligations the Deficiency Notification Date (1) prepay the Borrowings in an aggregate principal amount equal to such excess, and (2) if any excess remains after prepaying all of the manner set forth Borrowings as a result of any LC Exposure, pay to the Administrative Agent on behalf of the Lenders an amount equal to such excess to be held as Cash Collateral as provided in Section 8.2 2.08(j), (Actions B) promptly notify the Administrative Agent that it shall pay off such Borrowing Base Deficiency in Respect installments and then, commencing on the 30th day after the Deficiency Notification Date and same day of Letters of Credit) each month for the two months thereafter (or if any such day is not a Business Day, the immediately preceding Business Day), prepay the Borrowings in an amount equal to 105% one-third (1/3rd) of such excessBorrowing Base Deficiency so that the Borrowing Base Deficiency is reduced to zero within 90 days of the Deficiency Notification Date, or (C) within fifteen (15) days following the Deficiency Notification Date, submit (and pledge as Collateral) additional Oil and Gas Properties owned by the Borrower or any of the other Loan Parties for consideration in connection with the determination of the Borrowing Base which the Administrative Agent and the Required Lenders deem satisfactory, in their sole discretion, to eliminate such Borrowing Base Deficiency; provided that, notwithstanding the options set forth above, in all cases, the Borrowing Base Deficiency must be eliminated on or prior to the Termination Date. (biii) If at Upon any timeadjustments to the Borrowing Base pursuant to Section 9.12, if the total Revolving Credit Exposures exceeds the Borrowing Base as adjusted, then the Borrower shall (A) prepay the Borrowings in an aggregate principal amount of Revolving Credit Outstandings exceeds the aggregate Revolving Credit Commitments at such time, each Borrower shall forthwith prepay first, the Swingline Loans and then the Revolving Loans made equal to such Borrower then outstanding in an aggregate amount equal to excess, and (iB) the percentage obtained by dividing the aggregate outstanding principal balance of the Revolving Credit Outstandings owing by such Borrower by the aggregate outstanding principal balance of the Revolving Credit Outstandings owing by all Borrowers multiplied by (ii) the aggregate amount of such excess. If if any such excess remains after repayment in full prepaying all of the aggregate outstanding Swingline Loans and Revolving LoansBorrowings as a result of an LC Exposure, each Borrower shall provide cash collateral for its then outstanding Letter pay to the Administrative Agent on behalf of Credit Obligations in the manner set forth in Section 8.2 (Actions in Respect of Letters of Credit) in Lenders an amount equal to 105% such excess to be held as Cash Collateral as provided in Section 2.08(j). The Borrower shall be obligated to make such prepayment and/or deposit of (A) Cash Collateral on the percentage obtained by dividing the aggregate outstanding amount of the Letter of Credit Obligations owing by such Borrower by the aggregate outstanding amount of the Letter of Credit Obligations owing by all Borrowers multiplied by (B) the aggregate amount date it or any Loan Party receives cash proceeds as a result of such excessdisposition or termination; provided that in all cases, the Borrowing Base Deficiency must be eliminated on or prior to the Termination Date. (iv) Each prepayment of Borrowings pursuant to this Section 3.04(c) shall be applied, first, ratably to any ABR Borrowings then outstanding, and, second, to Eurodollar Borrowings then outstanding beginning with the Eurodollar Borrowing with the least number of days remaining in the Interest Period applicable thereto and ending with the Eurodollar Borrowing with the most number of days remaining in the Interest Period applicable thereto. (v) Prepayments pursuant to this Section 3.04(c) shall be accompanied by accrued interest to the extent required by Section 3.02.

Mandatory Prepayments. Within five (a5) If at Business Days after the Borrower's or any time, of the aggregate principal amount Borrower's Subsidiaries' receipt of any Borrower’s Revolving Credit Outstandings exceeds such Borrower’s Revolving Credit Sublimit at such time, such Borrower shall forthwith prepay first, proceeds of sale of (i) prior to the Swingline Loans and then the Revolving Loans made to such Borrower then outstanding in an aggregate amount equal to such excess. If any such excess remains after repayment payment in full of all of the aggregate outstanding Swingline Loans and Revolving Loans made Indebtedness of the Borrower under the Other Credit Agreement, (A) a Security constituting a New Investment (other than pursuant to such Borrowera sale of UAG Stock under Section 8.12), such the Borrower shall provide cash collateral for its then outstanding Letter make a mandatory prepayment of Credit Obligations in the manner set forth in Section 8.2 (Actions in Respect of Letters of Credit) Loans in an amount equal to 105% the greater of such excess. (bI) If at any time, an amount necessary to cause the aggregate Loans to be in compliance with Regulation U and (II) an amount equal to the sum of (x) the then outstanding principal amount of Revolving the Loan (as defined in the Other Credit Outstandings exceeds Agreement) plus (y) the aggregate Revolving Credit Commitments at then outstanding principal amount of the Loans, such timesum multiplied by the applicable Prepayment Percentage and (B) UAG Stock under Section 8.12, each the Borrower shall forthwith prepay first, the Swingline Loans and then the Revolving Loans made to such Borrower then outstanding in an aggregate amount equal to (i) the percentage obtained by dividing the aggregate outstanding principal balance make a mandatory prepayment of the Revolving Credit Outstandings owing by such Borrower by the aggregate outstanding principal balance of the Revolving Credit Outstandings owing by all Borrowers multiplied by (ii) the aggregate amount of such excess. If any such excess remains after repayment in full of the aggregate outstanding Swingline Loans and Revolving Loans, each Borrower shall provide cash collateral for its then outstanding Letter of Credit Obligations in the manner set forth in Section 8.2 (Actions in Respect of Letters of Credit) in an amount equal to 105% the net proceeds of sale of such UAG Stock (after deducting therefrom any payments required under the Asset Appreciation Agreement as a result of such sale); and (ii) after the payment in full of all of the Indebtedness of the Borrower under the Other Credit Agreement, a Security (as defined in the Asset Appreciation Agreement) or a Primary Operating Asset, the Borrower shall make or cause to be made a mandatory prepayment of the Loans in an amount equal to the greater of (A) an amount necessary to cause the percentage obtained by dividing the aggregate outstanding amount of the Letter of Credit Obligations owing by such Borrower by the aggregate outstanding amount of the Letter of Credit Obligations owing by all Borrowers multiplied by Loans to be in compliance with Regulation U and (B) the aggregate amount of the Loans then outstanding multiplied by the then applicable Prepayment Percentage; provided, however, that if the applicable Prepayment Percentage cannot be determined on such excessdate of payment due to the Borrower's and the Lender's inability to agree on or prior to such date the Fair Market Value of the applicable Security (as defined in the Asset Appreciation Agreement) or Primary Operating Asset then the Borrower shall be in compliance with this clause (b) so long as on such date the Borrower makes a prepayment of the Loan in an amount equal to the Borrower's reasonable estimate of the mandatory prepayment required by this clause (b) and so long as within one (1) Business Day of the ultimate determination of such Fair Market Value pursuant to the Asset Appreciation Agreement the Borrower pays any deficiency in such actual prepayment amount; provided, further, however, that if upon a sale, exchange or other disposition of an asset of CHF that would otherwise require a prepayment of the Loan restrictions contained in Contractual Obligations of CHF existing on the Closing Date prohibit the distribution of proceeds of such transaction to the Borrower, then the Borrower shall not be required to make such a prepayment to the extent of such prohibition until the removal or termination of such restriction.

Mandatory Prepayments. (ai) If at If, after giving effect to any timetermination or reduction of the Aggregate Maximum Credit Amounts pursuant to Section 2.05(b), the aggregate principal amount of any Borrower’s total Revolving Credit Outstandings Exposures exceeds such Borrower’s the total Commitments, then the Borrower shall prepay the Revolving Credit Sublimit at Borrowings and Swing Line Loans on the date of such time, such Borrower shall forthwith prepay first, the Swingline Loans and then the Revolving Loans made to such Borrower then outstanding termination or reduction in an aggregate principal amount equal to such excess. If , and if any such excess remains after repayment in full prepaying all of the aggregate outstanding Swingline Revolving Credit Borrowings and Swing Line Loans and Revolving Loans made to such Borrower, such Borrower shall provide cash collateral for its then outstanding as a result of Letter of Credit Obligations in the manner set forth in Section 8.2 (Actions in Respect of Letters of Credit) Obligations, Cash Collateralize such excess in an amount equal to 105% the greater of (x) the amount of such excessLetter of Credit Obligations and (y) the maximum amount that may be available to be drawn at any time prior to the stated expiry of all outstanding Letters of Credit. (bii) If at Upon any timeScheduled Redetermination or Interim Redetermination, if the total Revolving Credit Exposures exceeds the redetermined or adjusted Borrowing Base, then the Borrower shall prepay the Revolving Credit Borrowings and Swing Line Loans in an aggregate principal amount of Revolving Credit Outstandings exceeds the aggregate Revolving Credit Commitments at such time, each Borrower shall forthwith prepay first, the Swingline Loans and then the Revolving Loans made equal to such Borrower then outstanding in an aggregate amount equal to (i) the percentage obtained by dividing the aggregate outstanding principal balance excess, and if any excess remains after prepaying all of the Revolving Credit Outstandings owing by Borrowings and Swing Line Loans as a result of Letter of Credit Obligations, Cash Collateralize such excess in an amount equal to the greater of (x) the amount of such Letter of Credit Obligations and (y) the maximum amount that may be available to be drawn at any time prior to the stated expiry of all outstanding Letters of Credit. The Borrower by shall be obligated to make such prepayment and/or Cash Collateralize such excess within six (6) months following the date it receives the New Borrowing Base Notice in accordance with Section 2.06(d), in six (6) equal monthly installments, the first installment being due and payable on such date and each subsequent installment being due and payable on the same day in each of the subsequent calendar months; provided that all payments required to be made pursuant to this Section 3.04(c)(ii) must be made on or prior to the Termination Date. (iii) Upon any adjustment to the Borrowing Base pursuant to Section 10.11, if the total Revolving Credit Exposures exceeds the Borrowing Base as adjusted, then the Borrower shall prepay the Revolving Credit Borrowings and Swing Line Loans in an aggregate outstanding principal balance amount equal to such excess, and if any excess remains after prepaying all of the Revolving Credit Outstandings owing Borrowings and Swing Line Loans as a result of Letter of Credit Obligations, Cash Collateralize such excess in an amount equal to the greater of (x) the amount of such Letter of Credit Obligations and (y) the maximum amount that may be available to be drawn at any time prior to the stated expiry of all outstanding Letters of Credit. The Borrower shall be obligated to make such prepayment and/or Cash Collateralize such excess on the third (3rd) Business Day after it receives the applicable New Borrowing Base Notice in accordance with Section 2.06(d); provided that all payments required to be made pursuant to this Section 3.04(c)(iii) must be made on or prior to the Termination Date. (iv) To the extent that any prepayment is due under Section 3.04(c)(ii), upon receipt by the Borrower or any of its Subsidiaries of any Net Cash Proceeds from any Transfers and proceeds from the unwinding or termination of any commodity Swap Agreements described in Section 10.11(g) in excess of $5,000,000 in the aggregate in any year, the Borrower shall prepay the Revolving Credit Borrowings and Swing Line Loans by an amount equal to the lesser of (A) the outstanding prepayment due under Section 3.04(c)(ii) and (B) one hundred percent (100%) of such Net Cash Proceeds and commodity Swap Agreement proceeds and, with respect to a prepayment under clause (B) above, if any excess remains after paying all Borrowers multiplied of the Revolving Credit Borrowings and Swing Line Loans, Cash Collateralize such excess in an amount equal to the greater of (x) the amount of Letter of Credit Obligations outstanding and (y) the maximum amount that may be available to be drawn at any time prior to the stated expiry of all outstanding Letters of Credit. (v) To the extent that any prepayment is due under Section 3.04(c)(ii), upon receipt by the Borrower or any of its Subsidiaries of any Insurance Proceeds or Condemnation Proceeds, the Borrower shall be obligated to prepay the Revolving Credit Borrowings and Swing Line Loans by an amount equal to the lesser of (iiA) the outstanding prepayment due under Section 3.04(c)(ii) and (B) one hundred percent (100%) of such Insurance Proceeds or Condemnation Proceeds, as the case may be and, with respect to a prepayment under clause (B) above, if any excess remains after paying all of the Revolving Credit Borrowings and Swing Line Loans, Cash Collateralize such excess in an amount equal to the greater of (x) the amount of Letter of Credit Obligations outstanding and (y) the maximum amount that may be available to be drawn at any time prior to the stated expiry of all outstanding Letters of Credit. (vi) Within fifty (50) days after any payment of the Restricted Payments permitted under Section 10.04(f), the Borrower shall be obligated to prepay the Revolving Credit Borrowings and Swing Line Loans by an amount equal to one hundred percent (100%) of the aggregate amount of such excess. If Restricted Payments and, if any such excess remains after repayment in full paying all of the aggregate outstanding Swingline Loans Revolving Credit Borrowings and Revolving Swing Line Loans, each Borrower shall provide cash collateral for its then outstanding Letter of Credit Obligations in the manner set forth in Section 8.2 (Actions in Respect of Letters of Credit) Cash Collateralize such excess in an amount equal to 105% the greater of (Ax) the percentage obtained by dividing the aggregate outstanding amount of the Letter of Credit Obligations owing by outstanding and (y) the maximum amount that may be available to be drawn at any time prior to the stated expiry of all outstanding Letters of Credit. (vii) Each prepayment of Revolving Credit Borrowings and Swing Line Loans pursuant to this Section 3.04(c) shall be applied, first, ratably to any ABR Revolving Credit Borrowings then outstanding, second, to any ABR Swing Line Loans then outstanding, third, to any Eurodollar Revolving Credit Borrowings then outstanding, and if more than one Eurodollar Revolving Credit Borrowing is then outstanding, to each such Eurodollar Revolving Credit Borrowing in order of priority beginning with the Eurodollar Revolving Credit Borrowing with the least number of days remaining in the Interest Period applicable thereto and ending with the Eurodollar Revolving Credit Borrowing with the most number of days remaining in the Interest Period applicable thereto, and, fourth, to Quoted Rate Loans; provided, however, if any excess remains after the prepayment of all Revolving Credit Borrowings and Swing Line Loans and after the Borrower by the aggregate outstanding amount of the Cash Collateralizes all Letter of Credit Obligations owing or outstanding Letters of Credit, such excess shall be prepaid by all Borrowers multiplied by the Borrower and applied to outstanding amounts under the Term Loan pursuant to Section 4.08. (Bviii) Each prepayment of Revolving Credit Borrowings, Swing Line Loans and the aggregate amount of such excess.Term Loan pursuant to this Section 3.04(c) shall be applied ratably to the Loans included in the prepaid Borrowings. Prepayments pursuant to this

Mandatory Prepayments. (ai) If at If, after giving effect to (A) any timetermination or reduction of the Aggregate Maximum Credit Amounts pursuant to Section 2.03(b) or (B) any termination or reduction of the Aggregate Elected Commitment Amount, the outstanding aggregate principal amount of any Borrower’s Revolving the Loans plus the LC Exposure exceeds the Aggregate Maximum Credit Outstandings exceeds such Borrower’s Revolving Credit Sublimit at such timeAmounts or the Aggregate Elected Commitment Amount, such then the Borrower shall forthwith (1) prepay first, the Swingline Loans and then on the Revolving Loans made to date of such Borrower then outstanding termination or reduction in an aggregate principal amount equal to the excess, and (2) if any excess remains after prepaying all of the Loans, pay to the Administrative Agent on behalf of the Lenders an amount equal to the excess to be held as cash collateral as provided in Section 2.10(b). (ii) Upon any redetermination of or adjustment to the amount of the Borrowing Base in accordance with Section 2.08 (other than Section 2.08(e) and (f)), if a Deficiency exists, then the Borrower shall, within thirty (30) days of the effective date of such new Borrowing Base, elect to: (A) prepay the Loans in an aggregate principal amount equal to such excess. If Deficiency, (B) pay such Deficiency in five (5) equal installments, the first such installment being due and payable by the first Business Day after such election has been made and the remaining installments due monthly thereafter until such Deficiency is paid in full, (C) provide and pledge as Mortgaged Properties additional Oil and Gas Properties acceptable to the Administrative Agent and the Lenders in their sole discretion (together with the status of title information with respect thereto) to increase the Borrowing Base by an amount at least equal to such Deficiency, or (D) effect any combination of the foregoing clauses (A), (B) and (C) in amounts necessary to eliminate such excess Deficiency; provided that all payments required to be made pursuant to this Section 2.07(b)(ii) must be made on or prior to the Termination Date. (iii) Upon any adjustment to the amount of the Borrowing Base in accordance with Section 2.08(e) or (f), Section 8.08 or Section 9.13, if a Deficiency exists, then the Borrower shall: (A) prepay the Loans in an aggregate principal amount equal to such Deficiency, and (B) if a Deficiency remains after repayment in full prepaying all of the aggregate outstanding Swingline Loans and Revolving Loans made as a result of an LC Exposure, provide to such Borrower, such Borrower shall provide cash collateral for its then outstanding Letter the Administrative Agent on behalf of Credit Obligations in the manner set forth in Section 8.2 (Actions in Respect of Letters of Credit) in Lenders an amount equal to 105% such Deficiency to be held as cash collateral as provided in Section 2.10(b). The Borrower shall be obligated to make such prepayment and/or deposit of cash collateral upon the effectuation of such excess. (b) If at any timetermination or sale in accordance with Section 2.08(e), the aggregate principal amount removal of Revolving Credit Outstandings exceeds the aggregate Revolving Credit Commitments at such time, each Borrower shall forthwith prepay first, the Swingline Loans Oil and then the Revolving Loans made to such Borrower then outstanding Gas Properties in an aggregate amount equal to (i) the percentage obtained by dividing the aggregate outstanding principal balance of the Revolving Credit Outstandings owing by such Borrower by the aggregate outstanding principal balance of the Revolving Credit Outstandings owing by all Borrowers multiplied by (ii) the aggregate amount accordance with Section 8.08 or of such excess. If any such excess remains after repayment sale made in full of accordance with Section 9.13; as applicable, provided that all payments required to be made pursuant to this Section 2.07(b)(iii) must be made on or prior to the aggregate outstanding Swingline Loans and Revolving Loans, each Borrower shall provide cash collateral for its then outstanding Letter of Credit Obligations in the manner set forth in Section 8.2 (Actions in Respect of Letters of Credit) in an amount equal to 105% of (A) the percentage obtained by dividing the aggregate outstanding amount of the Letter of Credit Obligations owing by such Borrower by the aggregate outstanding amount of the Letter of Credit Obligations owing by all Borrowers multiplied by (B) the aggregate amount of such excessTermination Date.

Mandatory Prepayments. (ai) If at If, after giving effect to any timetermination or reduction of the Aggregate Maximum Credit Amounts pursuant to Section 2.06(b), the aggregate principal amount of any Borrower’s total Revolving Credit Outstandings Exposures exceeds such Borrower’s Revolving Credit Sublimit at such timethe total Commitments, such then the Borrower shall forthwith (A) prepay first, the Swingline Loans and then Borrowings on the Revolving Loans made to date of such Borrower then outstanding termination or reduction in an aggregate principal amount equal to such excess. If , and (B) if any such excess remains after repayment in full prepaying all of the aggregate outstanding Swingline Loans and Revolving Loans made Borrowings as a result of an LC Exposure, pay to such Borrower, such Borrower shall provide cash collateral for its then outstanding Letter the Administrative Agent on behalf of Credit Obligations in the manner set forth in Section 8.2 (Actions in Respect of Letters of Credit) in Lenders an amount equal to 105% of such excessexcess to be held as Cash Collateral as provided in Section 2.08(j). (bii) If at If, other than upon any timeadjustment to the Borrowing Base pursuant to Section 2.07(e), a Borrowing Base Deficiency exists, then the Borrower shall take such actions as required by Section 2.07(f) to cure such Borrowing Base Deficiency, including making any prepayment required by such section. (iii) If, upon any adjustments to the Borrowing Base pursuant to Section 2.07(e), a Borrowing Base Deficiency exists, then the Borrower shall (A) prepay the Borrowings in an aggregate principal amount of Revolving Credit Outstandings exceeds the aggregate Revolving Credit Commitments at such time, each Borrower shall forthwith prepay first, the Swingline Loans and then the Revolving Loans made equal to such Borrower then outstanding in an aggregate amount equal to Borrowing Base Deficiency, and (iB) the percentage obtained by dividing the aggregate outstanding principal balance if any Borrowing Base Deficiency remains after prepaying all of the Revolving Credit Outstandings owing by such Borrower by Borrowings as a result of an LC Exposure, pay to the aggregate outstanding principal balance Administrative Agent on behalf of the Revolving Credit Outstandings owing by all Borrowers multiplied by (ii) the aggregate amount of such excess. If any such excess remains after repayment in full of the aggregate outstanding Swingline Loans and Revolving Loans, each Borrower shall provide cash collateral for its then outstanding Letter of Credit Obligations in the manner set forth in Section 8.2 (Actions in Respect of Letters of Credit) in Lenders an amount equal to 105% such Borrowing Base Deficiency to be held as Cash Collateral as provided in Section 2.08(j). The Borrower shall be obligated to make such prepayment and/or deposit of (A) Cash Collateral on the percentage obtained by dividing the aggregate outstanding amount of the Letter of Credit Obligations owing by such Borrower by the aggregate outstanding amount of the Letter of Credit Obligations owing by all Borrowers multiplied by (B) the aggregate amount date it or any Subsidiary receives cash proceeds as a result of such excessAsset Disposition or Swap Termination, as the case may be; provided that all payments required to be made pursuant to this Section 3.04(c)(iii) must be made on or prior to the Termination Date. (iv) Each prepayment of Borrowings pursuant to this Section 3.04(c) shall be applied, first, ratably to any ABR Borrowings then outstanding, and, second, to any Eurodollar Borrowings then outstanding, and if more than one Eurodollar Borrowing is then outstanding, to each such Eurodollar Borrowing in order of priority beginning with the Eurodollar Borrowing with the least number of days remaining in the Interest Period applicable thereto and ending with the Eurodollar Borrowing with the most number of days remaining in the Interest Period applicable thereto. (v) Each prepayment of Borrowings pursuant to this Section 3.04(c) shall be applied ratably to the Loans included in the prepaid Borrowings. Prepayments pursuant to this Section 3.04(c) shall be accompanied by accrued interest to the extent required by Section 3.02.

Mandatory Prepayments. (a) If at On each date on which the Revolver Commitments are reduced or terminated pursuant to Section 2.08 or Section 2.09, the Borrower shall repay or prepay such principal amount of the outstanding Revolver Advances, if any time(together with interest accrued thereon and any amount due under Section 8.05), as may be necessary so that after such payment the aggregate unpaid principal amount of the Revolver Advances does not exceed the aggregate amount of the Revolver Commitments as then reduced. Each such payment or prepayment shall be applied first to any Swing Advances outstanding, and then ratably to the Revolver Advances of the several Lenders outstanding on the date of payment or prepayment in the following order or priority: (i) first, to Base Rate Advances; (ii) second, to Index Euro-Dollar Advances; and (iii) lastly, to Tranche Euro-Dollar Advances. (b) In the event that the aggregate principal amount of any Borrower’s Revolving Credit Outstandings exceeds such Borrower’s Revolving Credit Sublimit at such timeall Advances, such Borrower shall forthwith prepay first, the Swingline Loans and then the Revolving Loans made to such Borrower then outstanding in an aggregate amount equal to such excess. If any such excess remains after repayment in full of the aggregate outstanding Swingline Loans and Revolving Loans made to such Borrower, such Borrower shall provide cash collateral for its then outstanding Letter of Credit Obligations in the manner set forth in Section 8.2 (Actions in Respect of Letters of Credit) in an amount equal to 105% of such excess. (b) If at any time, together with the aggregate principal amount of Revolving the Swing Line Advances and Letter of Credit Outstandings exceeds Obligations at any one time outstanding shall at any time exceed the aggregate Revolving Credit amount of the Revolver Commitments of all of the Banks at such time, each the Borrower shall forthwith prepay first, immediately repay so much of the Swingline Loans Advances and then the Revolving Loans made to such Borrower then outstanding Swing Line Advances as is necessary in an aggregate amount equal to (i) the percentage obtained by dividing order that the aggregate outstanding principal balance amount of the Revolving Credit Outstandings owing by such Borrower by Advances thereafter outstanding, together with the aggregate outstanding principal balance amount of the Revolving Swing Line Advances and Letter of Credit Outstandings owing by all Borrowers multiplied by (ii) Obligations shall not exceed the aggregate amount of such excess. If any such excess remains after repayment in full the Revolver Commitments of all of the aggregate outstanding Swingline Loans and Revolving LoansBanks at such time. (c) If at any time the ratio of Total Indebtedness to Total Asset Value is in excess of 50%, each the Borrower shall provide cash collateral for its immediately repay so much of the Revolver Advances as is necessary in order that the ratio of Total Indebtedness to Total Asset Value is, after giving effect to such repayment, no greater than 50%. Each such payment or prepayment shall be applied first to any Swing Advances outstanding, and then ratably to the Revolver Advances of the several Lenders outstanding Letter on the date of Credit Obligations payment or prepayment in the manner set forth in Section 8.2 following order or priority: (Actions in Respect of Letters of Crediti) in an amount equal first, to 105% of Base Rate Advances, (Aii) the percentage obtained by dividing the aggregate outstanding amount of the Letter of Credit Obligations owing by such Borrower by the aggregate outstanding amount of the Letter of Credit Obligations owing by all Borrowers multiplied by second, to Index Euro-Dollar Advances, and (Biii) the aggregate amount of such excesslastly to Tranche Euro-Dollar Advances.

Mandatory Prepayments. (ai) If at any timeBorrower, any other Loan Party or any Restricted Subsidiary suffers an Event of Loss or consummates an Asset Disposition, then (A) the Borrower Representative shall promptly notify the Administrative Agent of such Event of Loss or Asset Disposition (including the amount of the estimated Net Proceeds to be received by Borrowers, any other Loan Party or any Restricted Subsidiary in respect thereof) and (B) promptly upon receipt by Borrowers, such Loan Party or such Restricted Subsidiary of the Net Proceeds of such Event of Loss or Asset Disposition (unless the Borrower Representative has delivered a Reinvestment Notice to the Administrative Agent), the aggregate principal amount Borrowers shall prepay the Term Advances ratably among the Lenders; provided, however, that if, on the Reinvestment Prepayment Date in respect of any Borrower’s Revolving Credit Outstandings exceeds such Borrower’s Revolving Credit Sublimit at such time, such Borrower shall forthwith prepay firstReinvestment Event, the Swingline Loans and then Reinvestment Prepayment Amount in respect of such Reinvestment Event shall exceed zero, the Revolving Loans made to such Borrower then outstanding Borrowers shall prepay the Term Advances in an aggregate principal amount equal to such excessReinvestment Prepayment Amount. If Any Net Proceeds with respect to which a Reinvestment Notice shall have been delivered as described above shall be required, prior to the earlier of (1) the application thereof to make any such excess remains after repayment Qualified Investment and (2) the application thereof to make a prepayment under this paragraph, to be deposited into a Deposit Account that is subject to an Account Control Agreement. (ii) At any time the Outstanding Amount of Revolving Advances exceeds the Aggregate Revolving Commitments then in full of effect, the aggregate outstanding Swingline Loans and Borrowers shall immediately prepay Revolving Loans made to such BorrowerAdvances, such Borrower shall provide cash collateral for its then outstanding or if the Revolving Advances have been repaid in full, Cash Collateralize the Letter of Credit Obligations in an amount such that after giving effect to such reduction of each Lender’s Commitment the manner set forth Outstanding Amount of Revolving Advances does not exceed the Aggregate Revolving Commitments then in effect. (iii) Each prepayment pursuant to this Section 8.2 2.04(c) shall be accompanied by accrued interest on the amount prepaid to the date of such prepayment and amounts, if any, required to be paid pursuant to Section 2.11 as a result of such prepayment being made on such date. Each prepayment under this Section 2.04(c) shall be applied to the Advances as directed by the Borrower Representative or, if the Borrower Representative fails to give such direction on the date such prepayment is made, as determined by the Administrative Agent and agreed to by the Lenders in their sole discretion. Prepayments made pursuant to this Section 2.04(c) shall not result in a permanent reduction of the Commitments. (Actions iv) The Borrowers shall prepay Term Advances quarterly in Respect arrears on the last Business Day of Letters of Credit) each March, June, September and December occurring prior to the Maturity Date (each, an “Installment Date”), commencing on June 30, 2021 in an amount equal to 105% of such excess$2,000,000. (b) If at any time, the aggregate principal amount of Revolving Credit Outstandings exceeds the aggregate Revolving Credit Commitments at such time, each Borrower shall forthwith prepay first, the Swingline Loans and then the Revolving Loans made to such Borrower then outstanding in an aggregate amount equal to (i) the percentage obtained by dividing the aggregate outstanding principal balance of the Revolving Credit Outstandings owing by such Borrower by the aggregate outstanding principal balance of the Revolving Credit Outstandings owing by all Borrowers multiplied by (ii) the aggregate amount of such excess. If any such excess remains after repayment in full of the aggregate outstanding Swingline Loans and Revolving Loans, each Borrower shall provide cash collateral for its then outstanding Letter of Credit Obligations in the manner set forth in Section 8.2 (Actions in Respect of Letters of Credit) in an amount equal to 105% of (A) the percentage obtained by dividing the aggregate outstanding amount of the Letter of Credit Obligations owing by such Borrower by the aggregate outstanding amount of the Letter of Credit Obligations owing by all Borrowers multiplied by (B) the aggregate amount of such excess.

Mandatory Prepayments. (a) If at any time, the aggregate principal amount of any Borrower’s Revolving Credit Outstandings exceeds such Borrower’s Revolving Credit Sublimit at such time, such Borrower shall forthwith prepay first, the Swingline Loans and then the Revolving Loans made to such Borrower then outstanding in an aggregate amount equal to such excess. If any such excess remains after repayment in full of the aggregate outstanding Swingline Loans and Revolving Loans made to such Borrower, such Borrower shall provide cash collateral for its then outstanding Letter of Credit Obligations in the manner set forth in Section 8.2 (Actions in Respect of Letters of Credit) in an amount equal to 105% of such excess. (b) If at any time, the aggregate principal amount of Revolving Credit Outstandings exceeds the aggregate Revolving Credit Commitments at such time, each Borrower shall forthwith prepay first, the Swingline Loans and then the Revolving Loans made to such Borrower then outstanding in an aggregate amount equal to (i) In the percentage obtained by dividing event the aggregate sum of the outstanding principal balance of the Revolving Credit Outstandings owing Advances made by any Lender plus such Borrower by Lender's Pro Rata Share of the aggregate face amount of the outstanding Letters of Credit exceeds such Lender's Commitment, Borrower shall, within two (2) days after demand therefor, pay to Agent for the benefit of such Lender, the amount by which such Advances and the Lender's Pro Rata Share of the outstanding Letters of Credit exceeds such lender's Commitment. (ii) In the event the sum of the outstanding principal balance of the Revolving Credit Outstandings owing by all Borrowers multiplied by (ii) Loan plus the aggregate face amount of the outstanding Letters of Credit exceeds the Borrowing Base at any time other than by reason of a reduction of the Borrowing Base pursuant to Section 3.1(b)(ii), Borrower shall, within thirty (30) days after such date, deliver to each Lender a plan acceptable to the Lenders for bringing the Loan within the Borrowing Base within ninety (90) days after the acceptance of such plan through the payment of such excess, the admission of additional Projects into the Borrowing Base, or through other means acceptable to Lenders in their sole discretion. If Lenders agree that they will review and respond to such proposed plan in a reasonably prompt manner. In the event either (A) Borrower fails to deliver an acceptable plan to the Lenders within said thirty (30) days or (B) the Loan continues to exceed the Borrowing Base for ninety (90) days following delivery of an acceptable plan (or, if the Lenders, in their discretion, consent to a period longer than 90 days as a part of any such excess remains after repayment in full plan, beyond the end of such longer period), Borrower shall prepay the amount of the aggregate outstanding Swingline Loans and Revolving LoansLoan in excess of the Borrowing Base, each together with accrued interest thereon (collectively, the "Overadvance Amount"), as follows: (1) on such thirtieth (30th) day, ninetieth (90th) day or the last day of such longer period as the Lenders, in their discretion, have approved, as the case may be, (the "Applicable Date"), Borrower shall provide cash collateral for its then outstanding Letter of Credit Obligations in the manner set forth in Section 8.2 (Actions in Respect of Letters of Credit) in prepay an amount equal to 105% the lesser of the Overadvance Amount and the outstanding principal amount of Base Rate Advances; (A2) to the percentage obtained by dividing extent that the aggregate outstanding principal amount of Base Rate Advances are less than the Overadvance Amount, on the last day of each Interest Period to expiring after the Applicable Date, Borrower shall prepay an amount equal to the lesser of the amount of the Letter of Credit Obligations owing by LIBOR Advance to which such Borrower by Interest Period relates and the aggregate outstanding amount unpaid portion of the Letter Overadvance Amount; and (3) on thirtieth (30th) day after the Applicable Date, Borrower shall prepay the remaining portion of Credit Obligations owing the Overadvance Amount. (iii) Failure by Borrower to have complied with the foregoing in a timely manner shall constitute an Event of Default without further notice or grace period hereunder. No further Advances, or release of all Borrowers multiplied by (Bor any portion of any Eligible Project, shall be permitted so long as such excess borrowing condition shall continue to exist. Nothing in this Section 2.7(e) shall excuse Borrower's compliance with all terms, conditions, covenants and other obligations imposed upon it under the aggregate amount Loan Documents during the period of such excessexcess borrowing, nor in any manner condition or impair Agent's or Lenders' rights thereunder in respect of any such breach thereof.

Mandatory Prepayments. (ai) If at (A) after giving effect to any timetermination or reduction of the Aggregate Maximum Credit Amounts pursuant to Section 2.06(b)‎, the aggregate principal amount total Credit Exposures exceed the total Commitments or (B) after giving effect to any reduction of any Borrower’s Revolving the Borrowing Base pursuant to Section 2.07(e), the total Credit Outstandings exceeds such Borrower’s Revolving Credit Sublimit at such timeExposures exceed the Borrowing Base, such then the Borrower shall forthwith (1) prepay first, the Swingline Loans and then applicable Borrowings on the Revolving Loans made to date of such Borrower then outstanding termination or reduction in an aggregate principal amount equal to such excess. If , and (2) if any such excess remains after repayment in full prepaying all of the aggregate outstanding Swingline Loans and Revolving Loans made Borrowings as a result of an LC Exposure, pay to such Borrower, such Borrower shall provide cash collateral for its then outstanding Letter the Administrative Agent on behalf of Credit Obligations in the manner set forth in Section 8.2 (Actions in Respect of Letters of Credit) in Lenders an amount equal to 105% of such excess.excess to be held as cash collateral as provided in Section 2.08(j)‎. (bii) If at Upon any timeredetermination of or adjustment to the amount of the Borrowing Base in accordance with ‎Section 2.07 (other than Section 2.07(e)) or Section 8.13(c)‎, if the total Credit Exposures exceed the redetermined or adjusted Borrowing Base, then the Borrower shall (A) prepay the Borrowings in an aggregate principal amount of Revolving Credit Outstandings exceeds the aggregate Revolving Credit Commitments at such time, each Borrower shall forthwith prepay first, the Swingline Loans and then the Revolving Loans made equal to such Borrower then outstanding in an aggregate amount equal to excess, and (iB) the percentage obtained by dividing the aggregate outstanding principal balance of the Revolving Credit Outstandings owing by such Borrower by the aggregate outstanding principal balance of the Revolving Credit Outstandings owing by all Borrowers multiplied by (ii) the aggregate amount of such excess. If if any such excess remains after repayment in full prepaying all of the aggregate outstanding Swingline Loans and Revolving LoansBorrowings as a result of an LC Exposure, each Borrower shall provide cash collateral for its then outstanding Letter pay to the Administrative Agent on behalf of Credit Obligations in the manner set forth in Section 8.2 (Actions in Respect of Letters of Credit) in Lenders an amount equal to 105% such excess to be held as cash collateral as provided in ‎Section 2.08(j). The Borrower shall be obligated to pay all of such prepayment and/or deposit of cash collateral amount within forty-five (45) days following its receipt of the New Borrowing Base Notice in accordance with Section 2.07(d)‎ or the date the adjustment occurs; provided that all payments required to be made pursuant to this Section 3.04(c)(ii) must be made on or prior to the Termination Date. (iii) Upon any adjustments to the Borrowing Base pursuant to Section 9.11, if the total Credit Exposures exceed the Borrowing Base as adjusted, then the Borrower shall (A) prepay the percentage obtained by dividing the Borrowings in an aggregate outstanding principal amount of the Letter of Credit Obligations owing by equal to such Borrower by the aggregate outstanding amount of the Letter of Credit Obligations owing by all Borrowers multiplied by excess, and (B) if any excess remains after prepaying all of the aggregate Borrowings as a result of an LC Exposure, pay to the Administrative Agent on behalf of the Lenders an amount equal to such excess to be held as cash collateral as provided in ‎Section 2.08(j). The Borrower shall be obligated to make such prepayment and/or deposit of cash collateral on the date it receives cash proceeds as a result of such excessdisposition or such incurrence of Debt; provided that all payments required to be made pursuant to this Section 3.04(c)(iii)‎ must be made on or prior to the Termination Date. (iv) Each prepayment of Borrowings pursuant to this ‎Section 3.04(c) shall be applied to outstanding Borrowings as directed by the Borrower or, if no such direction is given, first, ratably to any ABR Borrowings then outstanding, and, second, to any Eurodollar Borrowings then outstanding, and if more than one Eurodollar Borrowing is then outstanding, to each such Eurodollar Borrowing in order of priority beginning with the Eurodollar Borrowing with the least number of days remaining in the Interest Period applicable thereto and ending with the Eurodollar Borrowing with the most number of days remaining in the Interest Period applicable thereto. (v) Each prepayment of Borrowings pursuant to this ‎Section 3.04(c) shall be applied ratably to the Loans included in the prepaid Borrowings. Prepayments pursuant to this ‎Section 3.04(c) shall be accompanied by accrued interest to the extent required by ‎Section 3.02.

Mandatory Prepayments. Except as set forth in Section 4.03(b), a prepayment of Advances shall be required, without notice or demand of any kind to the Borrower, as follows: (a) If at if on any time, date the aggregate principal amount of any Borrower’s Revolving Credit Outstandings Advances outstanding (after giving effect to all other repayments thereof on such date) exceeds such Borrower’s Revolving Credit Sublimit at such timethe lesser of (x) the Commitment or (y) the Borrowing Base, such as then in effect, the Borrower shall forthwith immediately prepay first, the Swingline Loans and then the Revolving Loans made to such Borrower then outstanding principal of Advances in an aggregate amount equal to such excess. If any such excess remains after repayment in full of the aggregate outstanding Swingline Loans and Revolving Loans made to such Borrower, such Borrower shall provide cash collateral for its then outstanding Letter of Credit Obligations in the manner set forth in Section 8.2 (Actions in Respect of Letters of Credit) in an amount equal to 105% of such excess.; (b) If at if on any time, date the aggregate principal amount outstanding of Revolving Credit Outstandings Advances secured by Mortgage-backed Securities exceeds 0% of the aggregate Revolving Credit Commitments at such timeCommitment, each the Borrower shall forthwith immediately prepay first, the Swingline Loans and then the Revolving Loans made to such Borrower then outstanding principal of Advances secured by Mortgage-backed Securities in an aggregate amount equal to such excess; (c) if on any date the aggregate principal amount outstanding of Wet Advances exceeds 30% of the Commitment, the Borrower shall immediately prepay the principal of Wet Advances in an aggregate amount equal to such excess; (d) if on any date the aggregate principal amount outstanding of Advances secured by Jumbo Loans exceeds 75% of the Commitment, the Borrower shall immediately prepay the principal of Advances secured by Jumbo Loans in an aggregate amount equal to such excess; (e) if (i) 60 calendar days shall have elapsed from the percentage obtained by dividing the aggregate outstanding principal balance date of the Revolving Credit Outstandings owing by such Borrower by the aggregate outstanding principal balance first issuance of the Revolving Credit Outstandings owing by all Borrowers multiplied by a Mortgage-backed Security in respect of which an Advance has been made hereunder, and (ii) such Mortgage-backed Security has not been sold by the Borrower and paid for by an Investor and (iii) the Advances secured by such Mortgage-backed Security have not been prepaid pursuant to any other clause of this Section 4.02, the Borrower shall immediately prepay the principal of Advances in an aggregate amount equal to the Collateral Value of such Mortgage-backed Security; (f) if the Agent shall have notified the Borrower or the Borrower otherwise becomes aware that any Mortgage Loan or Mortgage-backed Security originally included as an Eligible Mortgage Loan or an Eligible Nonconforming Mortgage Loan no longer constitutes an Eligible Mortgage Loan or an Eligible Nonconforming Mortgage Loan pursuant to the terms and standards set forth herein and in the Warehouse Security Agreement, the Borrower shall immediately prepay the principal of Advances in an aggregate amount equal to the Collateral Value of such Mortgage Loan or Mortgage-backed Security; (g) if a Mortgage Loan or a Mortgage-backed Security in respect of which an Advance has been made hereunder is sold, the Borrower shall on the date of settlement for such sale prepay the principal of Advances in an aggregate amount equal to the Collateral Value of such Mortgage Loan or Mortgage-backed Security; (h) if 21 calendar days shall have elapsed from the date a Mortgage Loan is sent from the Security Agent to an Investor or the Custodian for an Investor as provided in Section 4.04 and in the Warehouse Security Agreement and such Mortgage Loan has neither been redelivered to the Security Agent nor purchased pursuant to the letter of transmittal delivered therewith, the form of which shall be that customarily used by the Security Agent or, if appropriate, the form required by FNMA or FHLMC, the Borrower shall immediately prepay the principal of Advances in an aggregate amount equal to the Collateral Value of such Mortgage Loan; (i) if 14 calendar days shall have elapsed from the date on which the Borrower is requested by the Security Agent to obtain a corrected or completed copy of any document in connection with any Mortgage Loan or Mortgage-backed Security and the same shall not have been delivered to the Security Agent with the appropriate completion or correction, the Borrower shall immediately prepay the principal of Advances in an aggregate amount equal to the Collateral Value of such Mortgage Loan or Mortgage-backed Security; (j) if (1) there shall be a default in the payment of principal or interest by the obligor under (x) an Eligible Mortgage Loan in respect of which an Advance has been made hereunder and such default shall be continuing for 60 days or more or (y) a Mortgage- backed Security in respect of which an Advance has been made hereunder and such default shall be continuing for 3 Business Days or more or (z) an Eligible Nonconforming Mortgage Loan in respect of which an Advance has been made hereunder and such default shall be continuing for 60 days or more, (2) an Insolvency Event shall occur in respect of an obligor on any Mortgage Loan in respect of which an Advance has been made hereunder or (3) foreclosure or similar proceedings shall be commenced in respect of the premises which secure any Mortgage Loan in respect of which an Advance has been made hereunder, the Borrower shall immediately prepay the principal of Advances in an aggregate amount equal to the Collateral Value of such Mortgage Loan or Mortgage-backed Security; (k) if the Mortgage Loan to be funded with the proceeds of any Wet Advance is not funded on the date of such Wet Advance, the Borrower shall immediately prepay the full principal amount of such excess. If Wet Advance; (l) if the Mortgage Note in respect of any Mortgage Loan securing a Wet Advance is not delivered to the Lender within five Business Days following the date on which such excess remains after repayment in Wet Advance was made, the Borrower shall immediately prepay the full principal amount of such Wet Advance; (m) if on any date the aggregate principal amount of Advances outstanding Swingline at any time secured by Eligible Nonconforming Mortgage Loans and Revolving Loansexceeds the Nonconforming Commitment then in effect, each the Borrower shall provide cash collateral for its then outstanding Letter immediately prepay the principal of Credit Obligations in the manner set forth in Section 8.2 (Actions in Respect of Letters of Credit) Advances in an aggregate amount equal to 105such excess; (n) if on any date the aggregate principal amount of Advances secured b Credit A- Loans exceeds 100% of the Nonconforming Commitment, the Borrower shall immediately prepay the principal of Advances secured by Credit A- Loans in an aggregate amount equal to such excess; (Ao) the percentage obtained by dividing if on any date the aggregate outstanding principal amount of Advances secured by Credit B Loans exceeds 100% of the Letter Nonconforming Commitment, the Borrower shall immediately prepay the principal of Advances secured by Credit Obligations owing by B Loans in an aggregate amount equal to such Borrower by excess; (p) if on any date the aggregate outstanding principal amount of Advances secured by Credit C Loans exceeds 50% of the Letter Nonconforming Commitment, the Borrower shall immediately prepay the principal of Advances secured by Credit Obligations owing by all Borrowers multiplied by C Loans in an aggregate amount equal to such excess; and (Bq) if on any date the aggregate principal amount of Advances secured by Credit D Loans exceeds 0% of the Nonconforming Commitment, the Borrower shall immediately prepay the principal of Advances secured by Credit D Loans in an aggregate amount equal to such excess.

Mandatory Prepayments. (a) If On each date on which any of the Commitments are reduced or terminated pursuant to Section 2.08 or Section 2.09, the Borrower shall repay or prepay such principal amount of the outstanding Advances of such Class of Commitments (together with interest accrued thereon and any amount due under Section 8.05), if any, as may be necessary so that after such payment the aggregate unpaid principal amount of the Advances of such Class of Commitments does not exceed the aggregate amount of such Commitments as then reduced. (b) In the event that the aggregate Revolving Credit Exposure at any one time outstanding shall at any time exceed the aggregate amount of the Revolver Commitments of all of the Revolver Lenders at such time and/or the aggregate Multicurrency Credit Exposure at any one time outstanding shall at any time exceed the aggregate amount of the Multicurrency Commitments of all of the Multicurrency Lenders at such time, the Borrower shall immediately repay so much of the Advances as is necessary in order that the aggregate principal amount of any Borrower’s such Advances thereafter outstanding, shall not exceed the aggregate amount of the Revolver Commitments of all of the Revolving Credit Outstandings exceeds Lenders at such Borrower’s Revolving Credit Sublimit time and/or the Multicurrency Commitments of all of the Multicurrency Lenders at such time, such Borrower shall forthwith prepay first. (c) On each Determination Date, the Swingline Loans and then Multicurrency Agent shall determine the Revolving Loans made to such Borrower then Multicurrency Credit Exposure. For the purpose of this determination, the outstanding principal amount of any Advance that is denominated in an Agreed Foreign Currency shall be deemed to be the Dollar Equivalent of the amount in the Agreed Foreign Currency of such Advance, determined as of such Determination Date. Upon making such determination, the Multicurrency Agent shall promptly notify the Multicurrency Lenders and the Administrative Agent thereof. (d) If on any Determination Date the aggregate amount equal to such excess. If any such excess remains after repayment in full Multicurrency Credit Exposure exceeds 105% of the aggregate outstanding Swingline Loans and Revolving Loans made to such Borroweramount of the Multicurrency Commitments as then in effect, such the Borrower shall provide cash collateral for its then outstanding Letter of Credit Obligations in prepay the manner set forth in Section 8.2 (Actions in Respect of Letters of Credit) in an amount equal to 105% Multicurrency Loans within 4 Business Days following the Borrower’s receipt of such excessrequest in such amounts as shall be necessary so that after giving effect thereto the aggregate Multicurrency Credit Exposure does not exceed the Multicurrency Commitments. (be) If In the event that the aggregate Credit Exposure of all of the Lenders shall at any timetime exceed the Borrowing Base (including as a result of a change of Borrowing Base calculation to limit such calculation to Unrestricted Cash and Cash Equivalents, as contemplated by the definition of Borrowing Base), the Borrower shall immediately repay so much of the Advances as is necessary such that the aggregate Credit Exposure of all of the Lenders shall not exceed the Borrowing Base. (f) Following the Termination Date, Borrower shall ratably repay the Advances under the Revolver Commitments and Multicurrency Commitments such that (i) at least 15% of the aggregate principal amount of Revolving Credit Outstandings exceeds the Advances outstanding on the Termination Date shall be repaid by the end of the third month following the Termination Date, (ii) at least 40% of the aggregate Revolving Credit Commitments principal amount of the Advances outstanding on the Termination Date shall be repaid by the end of the sixth month following the Termination Date, (iii) at such timeleast 60% of the aggregate principal amount of Advances outstanding on the Termination Date shall be repaid by the end of the ninth month following the Termination Date, each Borrower shall forthwith prepay first, and (iv) the Swingline Loans and then the Revolving Loans made to such Borrower remaining aggregate principal amount of Advances then outstanding in an aggregate amount equal to shall be repaid on the first anniversary of the Termination Date. (g) If at any time (i) the percentage obtained by dividing the aggregate outstanding principal balance Administrative Agent on behalf of the Revolving Credit Outstandings owing by such Borrower by the aggregate outstanding principal balance of the Revolving Credit Outstandings owing by all Borrowers multiplied by Secured Parties does not own or have a valid and perfected first priority security interest in any Eligible Investment or (ii) any representation or warranty with respect to any Eligible Investment included in the aggregate amount Borrowing Base is not true and correct in all material respects (without duplication of any materiality qualifier contained therein), then upon the earlier of the Borrower’s receipt of notice from the Administrative Agent or the Borrower becoming aware thereof, the Borrower, in its sole discretion, shall either (x) repay the Advances outstanding (together with any amounts owing under Article VIII relating to such repayment) to the extent required by this Section 2.11 after giving effect to the exclusion of such excess. If any ineligible Portfolio Investment from the Borrowing Base, or (y) substitute an Eligible Investment for such excess remains ineligible Portfolio Investment; provided that no such substitution shall be permitted unless (1) such substitute Portfolio Investment is an Eligible Investment on the date of substitution, (2) after repayment in full giving effect to the inclusion of the aggregate substitute Eligible Investment, no repayment of any Advances outstanding Swingline Loans shall be required under this Section 2.11 (after giving effect to the exclusion of such ineligible Portfolio Investment from the Borrowing Base), (3) all representations and Revolving Loanswarranties of the Borrower contained in Article IV shall be true and correct, each in all material respects (without duplication of any materiality qualifier contained therein), as of the date of substitution, (4) all actions or additional actions (if any) necessary to perfect the security interest of the Administrative Agent in such substitute Portfolio Investment and related Collateral shall have been taken as of or prior to the date of substitution and (5) the Borrower shall provide cash collateral for its then outstanding Letter deliver to the Administrative Agent on the date of Credit Obligations in the manner set forth in Section 8.2 (Actions in Respect of Letters of Credit) in an amount equal to 105% of such substitution (A) the percentage obtained by dividing the aggregate outstanding amount a certificate of a Responsible Officer certifying that each of the Letter foregoing is true and correct as of Credit Obligations owing by such Borrower by the aggregate outstanding amount of the Letter of Credit Obligations owing by all Borrowers multiplied by date and (B) a Borrowing Base Certification Report (including a calculation of the aggregate amount Borrowing Base after giving effect to such substitution). (h) Any repayment or prepayment made pursuant to this Section shall not affect the Borrower’s obligation to continue to make payments under any Hedging Agreement, which shall remain in full force and effect notwithstanding such repayment or prepayment, subject to the terms of such excessHedging Agreement. (i) Any repayment or prepayment made pursuant to this Section shall be in cash without any prepayment premium or penalty (but including all breakage or similar costs) on the customary terms of the Applicable Agent. (j) Each prepayment required to be made pursuant to this Section 2.11 shall be made in Dollars, unless otherwise directed by the Borrower prior to such prepayment, until all outstanding Advances denominated in Dollars have been fully repaid, then, to the extent necessary, any additional prepayments required to be made pursuant to this Section 2.11 shall be made in such Agreed Foreign Currencies corresponding to Multicurrency Advances denominated in such Agreed Foreign Currencies. Subject to Section 2.12(f), each prepayment in Dollars pursuant to this Section 2.11, shall be applied: (i) first, to any Swing Advances outstanding; and (ii) second, ratably based upon the Applicable Outstanding Dollar Percentages of the several Lenders of such Base Rate Advances and Index Euro-Dollar Advances, as the case may be, (x) first, to Base Rate Advances and (y) second, to Index Euro-Dollar Advances. Each prepayment in an Agreed Foreign Currency shall be applied ratably among the Multicurrency Lenders based upon the Applicable Multicurrency Percentage of the several Multicurrency Lenders. In the event the Borrower is required to make any concurrent prepayments under both paragraphs (b) or (d) and also another paragraph of this Section 2.11, any such prepayments shall be applied toward a prepayment pursuant to paragraphs (b) and (d) before any prepayment pursuant to any other paragraph of this Section 2.11.

Mandatory Prepayments. The Borrower shall make the following mandatory prepayments: (ai) If at any timetime prior to the Maturity Date the Debt to Equity Ratio exceeds the Maximum Debt to Equity Ratio, then the aggregate principal amount of any Borrower’s Revolving Credit Outstandings exceeds such Borrower’s Revolving Credit Sublimit at such time, such Borrower shall forthwith prepay first, the Swingline Loans and then the Revolving Loans made have seven Business Days either (x) to such Borrower then outstanding obtain an Equity Contribution in an aggregate amount sufficient to cause the Debt to Equity Ratio to be equal to such excess. If any such excess remains after repayment or less than the Maximum Debt to Equity Ratio or (y) to prepay Loans in full of the aggregate outstanding Swingline Loans and Revolving Loans made to such Borrower, such Borrower shall provide cash collateral for its then outstanding Letter of Credit Obligations in the manner set forth in accordance with Section 8.2 (Actions in Respect of Letters of Credit2.09(b) in an amount required to cause the Debt to Equity Ratio to be equal to 105% or less than the Maximum Debt to Equity Ratio. (ii) If the Borrower is required to prepay Loans pursuant to Section 5.20 in connection with its receipt of any Loss Proceeds, then the Borrower shall apply such amount to the prepayment of Loans in accordance with Section 2.09(b). (iii) In the event of any termination of all the Revolving Commitments, the Borrower shall, on the date of such termination, repay or prepay all its outstanding Revolving Loans and terminate all its outstanding Letters of Credit or cash collateralize such Letters of Credit in accordance with Section 2.04(j). If as a result of any partial reduction of the Revolving Commitments, the aggregate Revolving Facility Exposure would exceed the aggregate Revolving Commitments of all Revolving Lenders after giving effect thereto, then the Borrower shall, on the date of such reduction, repay or prepay Revolving Loans and/or cash collateralize Letters of Credit in an amount sufficient to eliminate such excess. (biv) If at In the event of any timetermination of all the Construction Commitments, the aggregate principal amount Borrower shall, on the date of Revolving Credit Outstandings exceeds the aggregate Revolving Credit Commitments at such timetermination, each Borrower shall forthwith repay or prepay first, the Swingline Loans and then the Revolving Loans made to such Borrower then all its outstanding in an aggregate amount equal to (i) the percentage obtained by dividing the aggregate outstanding principal balance Construction Loans. If as a result of any partial reduction of the Revolving Credit Outstandings owing by such Borrower by the aggregate outstanding principal balance of the Revolving Credit Outstandings owing by all Borrowers multiplied by (ii) Construction Commitments, the aggregate amount of all Construction Loans outstanding would exceed the aggregate Construction Commitments of all Construction Lenders after giving effect thereto, then the Borrower shall, on the date of such reduction, repay or prepay Construction Loans in an amount sufficient to eliminate such excess. If . (v) The Borrower shall, on the date of receipt of any proceeds of any Permitted Refinancing, repay the Loans with all of such excess remains after repayment in full proceeds (net of the aggregate outstanding Swingline portion of such proceeds used to pay fees and other transaction costs), and if all the Loans and Revolving Loanshave been repaid, each Borrower shall provide cash collateral for its then collateralize outstanding Letter of Credit Obligations in the manner set forth in Section 8.2 (Actions in Respect of Letters of Credit) in an amount equal to 105% of (A) the percentage obtained by dividing the aggregate outstanding amount of the Letter of Credit Obligations owing by Obligations, if any, with such Borrower by the aggregate outstanding amount of the Letter of Credit Obligations owing by all Borrowers multiplied by (B) the aggregate amount of such excessnet proceeds.

Mandatory Prepayments. Except as set forth in Section --------------------- 4.03(b), a prepayment of Advances shall be required, without notice or demand of any kind to the Borrower, as follows: (a) If at if on any time, date the aggregate principal amount of any Borrower’s Revolving Credit Outstandings Advances outstanding (after giving effect to all other repayments thereof on such date) exceeds such Borrower’s Revolving Credit Sublimit at such timethe lesser of (x) the Commitment or (y) the Borrowing Base, such as then in effect, the Borrower shall forthwith immediately prepay first, the Swingline Loans and then the Revolving Loans made to such Borrower then outstanding principal of Advances in an aggregate amount equal to such excess. If any such excess remains after repayment in full of the aggregate outstanding Swingline Loans and Revolving Loans made to such Borrower, such Borrower shall provide cash collateral for its then outstanding Letter of Credit Obligations in the manner set forth in Section 8.2 (Actions in Respect of Letters of Credit) in an amount equal to 105% of such excess.; (b) If at if on any time, date the aggregate principal amount outstanding of Revolving Credit Outstandings Advances secured by Mortgage-backed Securities exceeds 0% of the aggregate Revolving Credit Commitments at such timeCommitment, each the Borrower shall forthwith immediately prepay first, the Swingline Loans and then the Revolving Loans made to such Borrower then outstanding principal of Advances secured by Mortgage-backed Securities in an aggregate amount equal to such excess; (c) if on any date the aggregate principal amount outstanding of Wet Advances exceeds 30% of the Commitment, the Borrower shall immediately prepay the principal of Wet Advances in an aggregate amount equal to such excess; (d) if on any date the aggregate principal amount outstanding of Advances secured by Jumbo Loans exceeds 75% of the Commitment, the Borrower shall immediately prepay the principal of Advances secured by Jumbo Loans in an aggregate amount equal to such excess; (e) if (i) 60 calendar days shall have elapsed from the percentage obtained by dividing the aggregate outstanding principal balance date of the Revolving Credit Outstandings owing by such Borrower by the aggregate outstanding principal balance first issuance of the Revolving Credit Outstandings owing by all Borrowers multiplied by a Mortgage-backed Security in respect of which an Advance has been made hereunder, and (ii) such Mortgage-backed Security has not been sold by the aggregate amount Borrower and paid for by an Investor and (iii) the Advances secured by such Mortgage-backed Security have not been prepaid pursuant to any other clause of such excess. If any such excess remains after repayment in full of this Section 4.02, the aggregate outstanding Swingline Loans and Revolving Loans, each Borrower shall provide cash collateral for its then outstanding Letter immediately prepay the principal of Credit Obligations in the manner set forth in Section 8.2 (Actions in Respect of Letters of Credit) Advances in an aggregate amount equal to 105% of (A) the percentage obtained by dividing the aggregate outstanding amount of the Letter of Credit Obligations owing by such Borrower by the aggregate outstanding amount of the Letter of Credit Obligations owing by all Borrowers multiplied by (B) the aggregate amount Collateral Value of such excess.Mortgage-backed Security; (f) if the Agent shall have notified the Borrower or the Borrower otherwise becomes aware that any Mortgage Loan or Mortgage-backed Security originally included as an Eligible Mortgage Loan or an Eligible Nonconforming Mortgage Loan no longer constitutes an Eligible Mortgage Loan or an Eligible Nonconforming Mortgage Loan pursuant to the terms and standards set forth herein and in the Warehouse Security

Mandatory Prepayments. (ai) If at On the Business Day that is ten (10) Business Days after the receipt by the Borrower of Net Cash Proceeds of any timeDisposition or Project Document Claim exceeding $5,000,000, in the aggregate, the aggregate principal amount of any Borrower’s Revolving Credit Outstandings exceeds such Borrower’s Revolving Credit Sublimit at such timeBorrower shall, such Borrower unless a Reinvestment Notice shall forthwith be delivered in respect thereof, prepay firstthe Term Loans then outstanding, the Swingline Loans and then the Revolving Loans made to such Borrower then outstanding in an aggregate amount equal to such excess. If any such excess remains after repayment in full of the aggregate outstanding Swingline Loans and Revolving Loans made to such Borrowertogether with accrued interest thereon, such Borrower shall provide cash collateral for its then outstanding Letter of Credit Obligations in the manner set forth in Section 8.2 (Actions in Respect of Letters of Credit) in an amount equal to 105100% of such excess. Net Cash Proceeds; provided that, notwithstanding the foregoing, (bx) If at any time, the aggregate principal amount Net Cash Proceeds of Revolving Credit Outstandings exceeds Dispositions and Project Document Claims that may be excluded from the aggregate Revolving Credit Commitments at such time, each Borrower foregoing requirement pursuant to a Reinvestment Notice shall forthwith prepay first, the Swingline Loans not exceed $20,000,000 and then the Revolving Loans made to such Borrower then outstanding in an aggregate amount equal to (i) the percentage obtained by dividing the aggregate outstanding principal balance of the Revolving Credit Outstandings owing by such Borrower by the aggregate outstanding principal balance of the Revolving Credit Outstandings owing by all Borrowers multiplied by (ii) on each Reinvestment Prepayment Date, the aggregate amount of such excess. If any such excess remains after repayment in full of the aggregate outstanding Swingline Term Loans and Revolving Loans, each Borrower shall provide cash collateral for its then outstanding Letter of Credit Obligations in the manner set forth in Section 8.2 (Actions in Respect of Letters of Credit) in be prepaid by an amount equal to 105% the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event. The provisions of this Section 2.06(b)(i) do not constitute a consent to the consummation of any Disposition not permitted by Section 6.02 or any amendment, modification, supplement, waiver or termination of any Material Project Document not otherwise permitted hereunder. Notwithstanding the foregoing, if a Reinvestment Notice pertains to a Project Document Claim the Administrative Agent may, promptly following its receipt thereof, consult with the Independent Engineer in respect thereof and reject, through a writing providing a reasonably detailed explanation for such rejection, such notice as a valid Reinvestment Notice if, based on such consultation with the Independent Engineer, the application of the subject Net Cash Proceeds in accordance therewith is not reasonably acceptable to the Administrative Agent. (Aii) With respect to any Event of Loss, the percentage obtained Borrower shall prepay the Term Loans then outstanding, together with accrued interest thereon, in accordance with and to the extent required by dividing Section 3.03(b)(iii) of the aggregate outstanding Collateral Agency Agreement on the date that is three (3) Business Days after the Borrower is required to make such prepayment pursuant to Section 3.03(b)(iii) of the Collateral Agency Agreement. (iii) If any Indebtedness shall be incurred by the Borrower (excluding any Indebtedness incurred in accordance with Section 6.04), then on the date of such issuance or incurrence, the Term Loans shall be prepaid by an amount equal to the amount of the Letter Net Cash Proceeds of Credit Obligations owing by such Borrower incurrence. The provisions of this Section 2.06(b)(iii) do not constitute a consent to the incurrence of any Indebtedness by the aggregate outstanding amount of the Letter of Credit Obligations owing by all Borrowers multiplied by (B) the aggregate amount of such excessBorrower.

Mandatory Prepayments. (a) If at Upon the occurrence of any timeof the events set forth in Section 2.1 of the Common Agreement, the aggregate principal amount of any Borrower’s Revolving Credit Outstandings exceeds such Borrower’s Revolving Credit Sublimit at such time, such Borrower shall forthwith be required to prepay firstthe Advances, the Swingline Loans and then the Revolving Loans made to such Borrower then outstanding as set forth in an aggregate amount equal to such excess. If any such excess remains after repayment in full Section 2.1 of the aggregate outstanding Swingline Loans and Revolving Loans Common Agreement. All such prepayments shall be made to such Borrower, such Borrower shall provide cash collateral for its then outstanding Letter of Credit Obligations in the manner set forth in Section 8.2 (Actions in Respect 2.1 of Letters of Credit) in an amount equal the Common Agreement, together with accrued interest to 105% the date of such excessprepayment on the principal amount prepaid, together with any amounts owing pursuant to Section 8.06(c). Amounts prepaid pursuant to this Section 2.06 and Section 2.1 of the Common Agreement may not be reborrowed. Amounts prepaid pursuant to this Section 2.06 and Section 2.1 of the Common Agreement shall be applied on a pro rata basis across maturities to the Advances held by each Lender, unless otherwise specified in Section 2.1 of the Common Agreement. (b) If at any timeOn the Test Date (as defined below), the aggregate principal amount Borrower shall notify the Administrative Agent in writing of Revolving Credit Outstandings the Gross Principal Due (as defined below) and the Cash Resources Available (as defined below), in each case as of the Test Date. If, on the Test Date, the Gross Principal Due exceeds the aggregate Revolving Credit Commitments at Cash Resources Available, as of the Test Date, the Borrower shall, no later than forty-five (45) days after the Test Date (the “Mandatory Prepayment Date”) prepay all of the Advances of all of the Lenders, provided that any Lender (each, a “Waiving Lender”) may, on or before the Mandatory Prepayment Date, by written notice to the Borrower (with a copy to the Administrative Agent) (a “Mandatory Prepayment Waiver Notice”) waive the requirement pursuant to this Section 2.06(b) for such timemandatory prepayment with respect to the Advances of such Waiving Lender, each whereupon the Borrower shall forthwith have no obligation to prepay firstthe Advances of such Waiving Lender. Immediately after receipt thereof, the Swingline Loans and then Administrative Agent shall provide a copy of each Mandatory Prepayment Waiver Notice to each Lender. On the Revolving Loans Mandatory Prepayment Date, the Borrower shall prepay the Advances of all Lenders (other than each Waiving Lender). All such prepayments shall be made to such Borrower then outstanding in an aggregate amount equal to (i) the percentage obtained by dividing the aggregate outstanding principal balance of the Revolving Credit Outstandings owing by such Borrower by the aggregate outstanding principal balance of the Revolving Credit Outstandings owing by all Borrowers multiplied by (ii) the aggregate amount of such excess. If any such excess remains after repayment in full of the aggregate outstanding Swingline Loans Lenders entitled thereto pro rata and Revolving Loans, each Borrower shall provide cash collateral for its then outstanding Letter of Credit Obligations otherwise be paid in the manner set forth in Section 8.2 (Actions in Respect of Letters of Credit) in an amount equal to 105% of (A) the percentage obtained by dividing the aggregate outstanding amount 2.1 of the Letter of Credit Obligations owing by such Borrower by Common Agreement. Such prepayments shall be made together with accrued interest to the aggregate outstanding amount of the Letter of Credit Obligations owing by all Borrowers multiplied by (B) the aggregate amount date of such excess.prepayment on the principal amount prepaid and together with any amounts owing pursuant to Section 8.06(c) as a result of such prepayment. Amounts prepaid pursuant to this Section 2.06(b) may not be reborrowed. For the purposes of this Section 2.06(b):

Mandatory Prepayments. (ai) If at If, after giving effect to any timetermination or reduction of the Aggregate Maximum Credit Amounts pursuant to Section 2.06(b), the aggregate principal amount of any Borrower’s total Revolving Credit Outstandings Exposures exceeds such Borrower’s Revolving Credit Sublimit at such timethe total Commitments, such then the Borrower shall forthwith (A) prepay first, the Swingline Loans and then Borrowings on the Revolving Loans made to date of such Borrower then outstanding termination or reduction in an aggregate principal amount equal to such excess. If , and (B) if, as a result of an LC Exposure, any such excess remains after repayment in full prepaying all of the aggregate outstanding Swingline Loans and Revolving Loans made Borrowings pay to such Borrower, such Borrower shall provide cash collateral for its then outstanding Letter the Administrative Agent on behalf of Credit Obligations in the manner set forth in Section 8.2 (Actions in Respect of Letters of Credit) in Lenders an amount equal to 105% of such excessexcess to be held as cash collateral as provided in Section 2.08(j). (bii) If at Upon any timeredetermination of or adjustment to the amount of the Borrowing Base in accordance with Section 2.07(c) or Section 8.13(c), if the total Revolving Credit Exposures exceeds the redetermined or adjusted Borrowing Base, then the Borrower shall (A) prepay the Borrowings in an aggregate principal amount of Revolving Credit Outstandings exceeds the aggregate Revolving Credit Commitments at such time, each Borrower shall forthwith prepay first, the Swingline Loans and then the Revolving Loans made equal to such Borrower then outstanding in excess, and (B) if, as a result of an aggregate amount equal to (i) the percentage obtained by dividing the aggregate outstanding principal balance of the Revolving Credit Outstandings owing by such Borrower by the aggregate outstanding principal balance of the Revolving Credit Outstandings owing by all Borrowers multiplied by (ii) the aggregate amount of such excess. If LC Exposure, any such excess remains after repayment in full prepaying all of the aggregate outstanding Swingline Loans and Revolving Loans, each Borrower shall provide cash collateral for its then outstanding Letter Borrowings pay to the Administrative Agent on behalf of Credit Obligations in the manner set forth in Section 8.2 (Actions in Respect of Letters of Credit) in Lenders an amount equal to 105% such excess to be held as cash collateral as provided in Section 2.08(j). The Borrower shall be obligated to make such prepayment and/or deposit of cash collateral within forty-five (45) days following its receipt of the New Borrowing Base Notice in accordance with Section 2.07(d) or the date the adjustment occurs; provided that all payments required to be made pursuant to this Section 3.04(c)(ii) must be made on or prior to the Termination Date. (iii) Upon any adjustments to the Borrowing Base pursuant to Section 2.07(e) or Section 9.13, if the total Revolving Credit Exposures exceeds the Borrowing Base as adjusted, then the Borrower shall (A) prepay the percentage obtained by dividing the Borrowings in an aggregate outstanding principal amount of the Letter of Credit Obligations owing by equal to such Borrower by the aggregate outstanding amount of the Letter of Credit Obligations owing by all Borrowers multiplied by excess, and (B) if, as a result of an LC Exposure, any excess remains after prepaying all of the aggregate Borrowings pay to the Administrative Agent on behalf of the Lenders an amount equal to such excess to be held as cash collateral as provided in Section 2.08(j). The Borrower shall be obligated to make such prepayment and/or deposit of cash collateral on the date it or any Subsidiary receives cash proceeds as a result of such excessdisposition or the incurrence of such Senior Notes. (iv) Each prepayment of Borrowings pursuant to this Section 3.04(c) shall be applied, first, ratably to any ABR Borrowings then outstanding, and, second, to any Eurodollar Borrowings then outstanding, and if more than one Eurodollar Borrowing is then outstanding, to each such Eurodollar Borrowing in order of priority beginning with the Eurodollar Borrowing with the least number of days remaining in the Interest Period applicable thereto and ending with the Eurodollar Borrowing with the most number of days remaining in the Interest Period applicable thereto. (v) Each prepayment of Borrowings pursuant to this Section 3.04(c) shall be applied ratably to the Loans included in the prepaid Borrowings. Prepayments pursuant to this Section 3.04(c) shall be accompanied by accrued interest to the extent required by Section 3.02.

Mandatory Prepayments. (a) If at In connection with any timeAsset Disposition, the aggregate principal amount Borrowers shall make (and, as applicable, shall cause each HUD Subsidiary, to make) a prepayment of the Loans until paid in full upon the occurrence of the following (each a “Mandatory Prepayment Event”) at the following times and in the following amounts (such applicable amounts being referred to as “Designated Proceeds”): (i) Concurrently with consummation of any Borrower’s Revolving Credit Outstandings exceeds such Borrower’s Revolving Credit Sublimit at such timeAsset Disposition, such Borrower shall forthwith prepay first, the Swingline Loans and then the Revolving Loans made to such Borrower then outstanding in an aggregate amount equal to such excess. If any such excess remains after repayment in full of the aggregate outstanding Swingline Loans and Revolving Loans made to such Borrower, such Borrower shall provide cash collateral for its then outstanding Letter of Credit Obligations in the manner set forth in Section 8.2 (Actions in Respect of Letters of Credit) in an amount equal to 105100% of the lesser of (A) Net Cash Proceeds, and (B) the appraised Value for such excessparcel of Borrower’s Real Estate set forth in the applicable Appraisal, or, as applicable, the mutually agreed upon value set forth in Schedule 6.1.2(a)(i) attached hereto for any parcel of real estate owned by any HUD Subsidiary, in either case, less (but without duplication) any Non-Borrower Payment Amounts; and (ii) Solely with respect to Asset Dispositions of Borrowers, a Senior Officer of Parent shall deliver a Compliance Certificate that shows that the Loan to Value Ratio is not greater than seventy-five percent (75%) taking into account the Asset Disposition. In the event the Loan to Value Ratio is greater than seventy-five percent (75%) Borrower may elect to prepay the Loan in order to bring the Loan to Value Ratio into compliance. (b) If The Borrowers shall remain responsible for and concurrently pay (with any such mandatory prepayment) the Administrative Agent (for the benefit of the Lenders) any amounts due or owing pursuant to Section 8.4. (c) Subject to the Administrative Agent’s written consent (which consent shall not be unreasonably delayed, withheld or conditioned), the Borrowers may have any parcel of Real Estate reappraised as reasonably requested at any timetime as long as any such new appraisal (i) is ordered by Administrative Agent, (ii) is prepared by an independent appraiser approved by the Administrative Agent, (iii) is at the sole cost and expense of the Borrowers, (iv) satisfies the requirements of FIRREA, and (v) is otherwise in form and substance reasonably satisfactory to Administrative Agent. If each of the foregoing conditions in this subsection (c) are satisfied, such new appraisal shall replace and supersede the Appraisal for the applicable parcel of Real Estate for purposes of this Agreement. (d) In connection with any refinancing of any HUD Debt of any HUD Subsidiary in which Excess Cash Flow (as defined in Section 10.15(b)) of the HUD Subsidiaries in the aggregate at such time is less than the Excess Cash Flow generated by the HUD Subsidiaries in the aggregate as of April 13, 2005, the aggregate principal Borrowers shall cause such HUD Subsidiary to make a prepayment of the Loans (until such time as the Loans have been paid in full) upon the occurrence of any such refinancing by the amount that the cash proceeds of Revolving Credit Outstandings such new financing exceeds the aggregate Revolving Credit Commitments at such time, each Borrower shall forthwith prepay first, the Swingline Loans and then the Revolving Loans made to such Borrower then outstanding in an aggregate amount equal to (i) the percentage obtained by dividing the aggregate outstanding principal balance amount of the Revolving Credit Outstandings owing by Debt to be repaid (including any prepayment premiums, yield maintenance payments or other amounts, fees or charges to be paid on such Borrower by the aggregate outstanding principal balance of the Revolving Credit Outstandings owing by all Borrowers multiplied by Debt), and (ii) the aggregate amount of transaction fees and expenses actually incurred, in connection with such excessrefinancing transaction. If Borrowers shall remain responsible for and concurrently pay (with any such excess remains after repayment in full mandatory prepayment) the Administrative Agent (for the benefit of the aggregate outstanding Swingline Loans and Revolving Loans, each Borrower shall provide cash collateral for its then outstanding Letter of Credit Obligations in the manner set forth in Lenders) any amounts due or owing pursuant to Section 8.2 (Actions in Respect of Letters of Credit) in an amount equal to 105% of (A) the percentage obtained by dividing the aggregate outstanding amount of the Letter of Credit Obligations owing by such Borrower by the aggregate outstanding amount of the Letter of Credit Obligations owing by all Borrowers multiplied by (B) the aggregate amount of such excess8.4.

Mandatory Prepayments. (ai) If at any time, time the outstanding balance of the aggregate principal amount Revolving Loan exceeds the lesser of any Borrower’s (A) the Maximum Amount and (B) the Revolving Borrowing Base, Borrower shall immediately repay the aggregate outstanding Revolving Credit Outstandings exceeds such Borrower’s Revolving Credit Sublimit at such time, such Borrower shall forthwith prepay first, Advances to the Swingline Loans and then the Revolving Loans made extent required to such Borrower then outstanding in an aggregate amount equal to eliminate such excess. If any such excess remains after repayment in full of the aggregate outstanding Swingline Loans and Revolving Loans made to such BorrowerCredit Advances, such Borrower shall provide cash collateral for its then outstanding the Letter of Credit Obligations in the manner set forth in Section 8.2 ANNEX B to the extent required to eliminate such excess. (Actions in Respect ii) Immediately upon receipt by any Credit Party of Letters proceeds of Creditany asset disposition (including condemnation proceeds, but excluding proceeds of asset dispositions permitted by SECTION 6.8 (a)) or any sale of Stock of any Subsidiary of any Credit Party, Borrower shall prepay the Loans in an amount equal to 105% all such proceeds, net of (A) commissions and other reasonable and customary transaction costs, fees and expenses properly attributable to such excesstransaction and payable by Borrower in connection therewith (in each case, paid to non-Affiliates), (B) transfer taxes, (C) amounts payable to holders of senior Liens (to the extent such Liens constitute Permitted Encumbrances hereunder), if any, and (D) an appropriate reserve for income taxes in accordance with GAAP in connection therewith. Any such prepayment shall be applied in accordance with CLAUSE (c) below. (biii) If at Holdings or Borrower issues any timeStock (other than Stock issued upon the exercise of the Borrower Warrant) or incurs any Indebtedness (other than Indebtedness permitted by SECTION 6.3), no later than the aggregate principal amount Business Day following the date of Revolving Credit Outstandings exceeds receipt of the aggregate Revolving Credit Commitments at such timeproceeds thereof, each Borrower shall forthwith prepay first, the Swingline Loans and then the Revolving Loans made to such Borrower then outstanding in an aggregate amount equal to all such proceeds, net of underwriting discounts and commissions and other reasonable costs paid to non-Affiliates in connection therewith. Any such prepayment shall be applied in accordance with CLAUSE (ic) below. (iv) Borrower shall prepay the Obligations on the earlier of the date which is ten (10) days after (A) the percentage obtained by dividing date on which Holdings' annual audited Financial Statements for the aggregate outstanding principal balance of the Revolving Credit Outstandings owing by such Borrower by the aggregate outstanding principal balance of the Revolving Credit Outstandings owing by all Borrowers multiplied by immediately preceding Fiscal Year are delivered pursuant to ANNEX E and (iiB) the aggregate amount of date on which such excess. If any such excess remains after repayment in full of the aggregate outstanding Swingline Loans and Revolving Loansannual audited Financial Statements were required to be delivered pursuant to ANNEX E, each Borrower shall provide cash collateral for its then outstanding Letter of Credit Obligations in the manner set forth in Section 8.2 (Actions in Respect of Letters of Credit) in an amount equal to 105100% of Excess Cash Flow for the immediately preceding Fiscal Year. Any prepayments from Excess Cash Flow paid pursuant to this CLAUSE (Aiv) shall be allocated to Borrower's Obligations based upon Borrower's relative contribution to Excess Cash Flow and shall be applied in accordance with CLAUSE (c) below. Each such prepayment shall be accompanied by a certificate signed by Borrower's chief financial officer certifying the percentage obtained by dividing manner in which Excess Cash Flow, the aggregate outstanding amount resulting prepayment, and the method of the Letter of Credit allocation to Borrower's Obligations owing by such Borrower by the aggregate outstanding amount of the Letter of Credit Obligations owing by all Borrowers multiplied by (B) the aggregate amount of such excesswere calculated, which certificate shall be in form and substance satisfactory to Agent.

Mandatory Prepayments. (a) If at Repayment of Revolving Loans. (i) Except with respect to Protective Advances permitted under Section 2.1(e), if on any timedate the aggregate amount of the Lenders’ Revolving Credit Exposures for any reason exceeds the Line Cap then in effect, the aggregate principal amount of any Borrower’s the Lenders’ Revolving Credit Outstandings Exposures to Swiss Borrower for any reason exceeds such Borrower’s the Swiss Line Cap then in effect or the aggregate amount of the Lenders’ Revolving Credit Sublimit at Exposures to CGI Borrower for any reason exceeds the CGI Line Cap then in effect, the applicable Borrower(s) shall forthwith repay within one (1) Business Day after the date on which the Borrower Representative receives notice of such timeexcess, Revolving Loans of such Borrower shall forthwith prepay first, the Swingline Loans and then the Revolving Loans made to such Borrower then outstanding in an aggregate amount equal to such excess; provided that Banker’s Acceptances and BA Equivalent Notes may not be repaid prior to their respective maturity or expiry dates but shall be Cash Collateralized in accordance with Section 3.7. If after giving effect to the prepayment (or Cash Collateralization) of all outstanding Revolving Loans in accordance with the foregoing, the Lenders’ Revolving Credit Exposures for any reason exceed the Line Cap then in effect, the aggregate amount of the Lenders’ Revolving Credit Exposures to Swiss Borrower for any reason exceed the Swiss Line Cap then in effect or the aggregate amount of the Lenders’ Revolving Credit Exposures to CGI Borrower for any reason exceed the CGI Line Cap then in effect, the applicable Borrower(s) shall Cash Collateralize, in accordance with Section 3.7, the Letters of Credit Outstanding (and any Banker’s Acceptances and BA Equivalent Notes outstanding) of such Borrower in relation to such Class to the extent of such excess remains within one (1) Business Day after repayment in full of the aggregate outstanding Swingline Loans and Revolving Loans made to such Borrower, such date on which the Borrower shall provide cash collateral for its then outstanding Letter of Credit Obligations in the manner set forth in Section 8.2 (Actions in Respect of Letters of Credit) in an amount equal to 105% Representative receives notice of such excess. (bii) If at any time, the aggregate principal amount of Revolving Credit Outstandings exceeds the aggregate Revolving Credit Commitments at such time, each Borrower shall forthwith prepay first, the Swingline Loans and then the The Revolving Loans made shall be repaid daily in accordance with (and to such Borrower then outstanding in an aggregate amount equal to (ithe extent required under) the percentage obtained by dividing provisions of Section 10.9, to the aggregate outstanding principal balance of the Revolving Credit Outstandings owing by such Borrower by the aggregate outstanding principal balance of the Revolving Credit Outstandings owing by all Borrowers multiplied by (ii) the aggregate amount of such excess. If any such excess remains after repayment in full of the aggregate outstanding Swingline Loans and Revolving Loans, each Borrower shall provide cash collateral for its extent then outstanding Letter of Credit Obligations in the manner set forth in Section 8.2 (Actions in Respect of Letters of Credit) in an amount equal to 105% of (A) the percentage obtained by dividing the aggregate outstanding amount of the Letter of Credit Obligations owing by such Borrower by the aggregate outstanding amount of the Letter of Credit Obligations owing by all Borrowers multiplied by (B) the aggregate amount of such excessapplicable.

Mandatory Prepayments. (a) If at any time, : (a) the aggregate principal amount Dollar Equivalent Amount of any Borrower’s Revolving Credit Outstandings exceeds such Borrower’s Revolving Credit Sublimit at such time, such Borrower shall forthwith prepay first, the Swingline sum of (i) all outstanding Loans and then the Revolving Loans made to such Borrower then outstanding denominated in an aggregate amount equal to such excess. If any such excess remains after repayment Alternate Currency, (ii) all outstanding Loans denominated in full Dollars made against the Alternate Currency Commitments, (iii) the outstanding Dollar Equivalent Amount of the aggregate outstanding Swingline Loans and Revolving Loans made to such Borrower, such Borrower shall provide cash collateral for its then outstanding Letter of Credit Obligations in the manner set forth in Section 8.2 (Actions in Respect of Usage for Alternate Currency Letters of Credit, and (iv) the Letter of Credit Usage for Letters of Credit denominated in Dollars issued against the Alternate Currency Commitments, so determined by the Administrative Agent, in the aggregate, exceeds 105% of the Alternate Currency Commitment, the Borrower shall repay (and cause the applicable Qualified Borrowers to repay) such Loans in an amount (such amount, the “Alternate Currency Excess”) equal to 105% the lesser of such excess. (b) If at any time, the aggregate principal amount of Revolving Credit Outstandings exceeds the aggregate Revolving Credit Commitments at such time, each Borrower shall forthwith prepay first, the Swingline Loans and then the Revolving Loans made to such Borrower then outstanding in an aggregate amount equal to (ix) the percentage obtained by dividing the aggregate outstanding principal balance of the Revolving Credit Outstandings owing by amount necessary to eliminate such Borrower by the aggregate outstanding principal balance of the Revolving Credit Outstandings owing by all Borrowers multiplied by excess and (iiy) the aggregate amount of such excess. If any Loans, and if such excess remains after repayment is not eliminated by reason of such prepayment the Borrower will pay to the Administrative Agent, for deposit in full of the aggregate outstanding Swingline Loans and Revolving Loans, each Borrower shall provide cash collateral for its then outstanding Letter of Credit Obligations Collateral Account, Cash Collateral with respect to the Letters of Credit issued against the Alternate Currency Commitments in the manner set forth in Section 8.2 amount necessary to eliminate such excess; or (Actions in Respect b) the Dollar Equivalent Amount of Letters of Credit) in an amount equal to 105% the sum of (Ai) all outstanding Loans and (ii) the percentage obtained by dividing the aggregate outstanding amount Dollar Equivalent Amount of the Letter of Credit Obligations owing by such Borrower Usage so determined by the aggregate outstanding amount Administrative Agent, in the aggregate, exceeds 105% of the Letter Commitments, the Borrower shall repay (and cause the applicable Qualified Borrowers to repay) such Loans in an amount (such amount, the “Commitment Excess”) equal to the lesser of Credit Obligations owing by all Borrowers multiplied by (Bx) the amount necessary to eliminate such excess and (y) the aggregate amount of such Loans, and if such excess is not eliminated by reason of such prepayment Borrower will pay to the Administrative Agent, for deposit in the Letter of Credit Collateral Account, Cash Collateral with respect to the Letters of Credit in the amount necessary to eliminate such excess.

Mandatory Prepayments. The Borrower shall make the following mandatory prepayments and associated Cash Collateralizations of the Letters of Credit, in each case as set forth in Section 2.10: (aA) If at any timeLoan Party shall receive Net Cash Proceeds in excess of $10,000,000 from any Recovery Event or any event described in Section 5.20(c)(ii) or Section 5.20(c)(iii) shall occur, the applicable Net Cash Proceeds shall be applied to the prepayment of an aggregate principal amount of the Loans in accordance with the Depositary Agreement or (B) if any Borrower’s Revolving Credit Outstandings exceeds such Borrower’s Revolving Credit Sublimit at such time, such Borrower Loan Party shall forthwith prepay firstreceive any Performance Liquidated Damages Excess Amount and any event described in Section 5.20(d)(i) or Section 5.20(d)(ii) shall occur, the Swingline applicable Net Cash Proceeds shall be applied to the prepayment of an aggregate principal amount of the Loans and then in accordance with the Revolving Depositary Agreement. (ii) If any Indebtedness shall be issued or incurred by any Loan Party (excluding any Indebtedness incurred in accordance with Section 6.02), the Borrower shall, on the date of such incurrence, prepay an aggregate principal amount of the Loans made to such Borrower then outstanding in an aggregate amount equal to such excess. If any such excess remains after repayment in full 100% of the aggregate outstanding Swingline Loans and Revolving Loans made to such Borrower, such Borrower shall provide cash collateral for its then outstanding Letter of Credit Obligations Net Cash Proceeds thereof in accordance with the Depositary Agreement. (iii) On each Quarterly Payment Date (commencing with the first Quarterly Payment Date that occurs in the manner set forth in Section 8.2 (Actions in Respect first full calendar quarter following the Term Conversion Date), the Borrower shall, on such Quarterly Payment Date, prepay an aggregate principal amount of Letters of Credit) the Term Loans in an amount equal to 105% the ECF Sweep Amount for such Quarterly Payment Date in accordance with the Depositary Agreement. (iv) In the event the Borrower receives any distribution pursuant to Section 2.11(b)(iv) of the Bolt Credit Agreement, the Borrower shall, on the date of such distribution, prepay an aggregate principal amount of the Loans in accordance with the Depositary Agreement. (v) In the event of any termination of all the Revolving Commitments, the Borrower shall, on the date of such termination, repay or prepay all its outstanding Revolving Loans and terminate all its outstanding Revolving Letters of Credit and/or Cash Collateralize such Revolving Letters of Credit in accordance with Section 2.05(j). If as a result of any partial reduction of the Revolving Commitments, the aggregate Revolving Facility Exposure would exceed the aggregate Revolving Commitments of all Revolving Lenders after giving effect thereto, then the Borrower shall, on the date of such reduction, repay or prepay the Revolving Loans and/or Cash Collateralize the Revolving Letters of Credit in an amount sufficient to eliminate such excess. (bvi) If at In the event of any timereduction or termination of the Construction Commitments, unless the requirements of Section 2.08(b)(ii)(B) are satisfied, the aggregate principal amount Borrower shall, on the date of Revolving Credit Outstandings exceeds such reduction or termination, repay or prepay all outstanding Construction Loans. (vii) In the aggregate Revolving Credit Commitments at such time, each Borrower shall forthwith prepay firstevent of any reduction or termination of the Term Commitments, the Swingline Borrower shall, on the date of such reduction or termination prepay the Construction Loans and then in the Revolving Loans made to such Borrower then outstanding in an aggregate positive amount equal to (iif any) by which the percentage obtained by dividing sum of the aggregate outstanding principal balance amount of the Revolving Credit Outstandings owing by such Borrower by the aggregate outstanding principal balance Construction Loans and any remaining Available Unused Commitments in respect of the Revolving Credit Outstandings owing by all Borrowers multiplied by (ii) Construction Commitments shall exceed the aggregate amount of such excess. If the Term Commitments after giving effect to any such excess remains after repayment in full of the aggregate outstanding Swingline Loans and Revolving Loans, each Borrower shall provide cash collateral for its then outstanding Letter of Credit Obligations in the manner set forth in Section 8.2 (Actions in Respect of Letters of Credit) in an amount equal to 105% of (A) the percentage obtained by dividing the aggregate outstanding amount of the Letter of Credit Obligations owing by such Borrower by the aggregate outstanding amount of the Letter of Credit Obligations owing by all Borrowers multiplied by (B) the aggregate amount of such excesstermination or reduction.

Mandatory Prepayments. (ai) If at If, after giving effect to any timetermination or reduction of the Aggregate Maximum Credit Amounts pursuant to Section 2.06(b), the aggregate principal amount of any Borrower’s total Revolving Credit Outstandings Exposures exceeds such Borrower’s Revolving Credit Sublimit at such timethe total Commitments, such then the Borrower shall forthwith (A) prepay first, the Swingline Loans and then Borrowings on the Revolving Loans made to date of such Borrower then outstanding termination or reduction in an aggregate principal amount equal to such excess. If , and (B) if any such excess remains after repayment in full prepaying all of the Borrowings as a result of an LC Exposure, cash collateralize such excess as provided in Section 2.08(j). (ii) Upon any Scheduled Redetermination or Interim Redetermination or adjustment to the amount of the Borrowing Base in accordance with Section 8.12(c), if the total Revolving Credit Exposures exceeds the redetermined or adjusted Borrowing Base, then the Borrower shall (A) prepay the Borrowings in an aggregate outstanding Swingline Loans and Revolving Loans made principal amount equal to such Borrowerexcess, and (B) if any excess remains after prepaying all of the Borrowings as a result of an LC Exposure, cash collateralize such excess as provided in Section 2.08(j). The Borrower shall provide be obligated to make such prepayment and/or cash collateral for its collateralize such excess within one-hundred eighty (180) days following the date it receives the New Borrowing Base Notice in accordance with Section 2.07(d) or the date the adjustment occurs pursuant to Section 8.12(c), in six (6) equal monthly installments, the first installment being due and payable on such date and each subsequent installment being due and payable on the same day in each of the subsequent calendar months; provided that all payments required to be made pursuant to this Section 3.04(c)(ii) must be made on or prior to the Termination Date. (iii) Upon any adjustment to the Borrowing Base pursuant to Section 2.07(e), Section 2.07(f) or Section 9.12(d), if the total Revolving Credit Exposures exceeds the Borrowing Base as adjusted, then outstanding Letter the Borrower shall (A) prepay the Borrowings in an aggregate principal amount equal to such excess, and (B) if any excess remains after prepaying all of Credit Obligations the Borrowings as a result of an LC Exposure, cash collateralize such excess as provided in Section 2.08(j). The Borrower shall be obligated to make such prepayment and/or cash collateralize such excess on the first (1st) Business Day after it receives the applicable New Borrowing Base Notice in accordance with Section 2.07(d); provided that all payments required to be made pursuant to this Section 3.04(c)(iii) must be made on or prior to the Termination Date. (iv) Upon the Disposition (including Casualty Events) of any Oil and Gas Property or any interest therein or any Subsidiary owning Oil and Gas Properties (other than Dispositions referred to in Section 9.12(a), (b) and (c)), which Disposition does not result in the manner set forth total Revolving Credit Exposures exceeding the Borrowing Base, as the same may be adjusted pursuant to Section 9.12(d) upon any such Disposition, then the Borrower shall prepay the Borrowings (and if any excess remains after prepaying Borrowings as a result of an LC Exposure, cash collateralize such excess as provided in Section 8.2 (Actions in Respect of Letters of Credit) 2.08(j)), together with accrued and unpaid interest thereon, in an amount equal to 105100% of the Net Cash Proceeds (which Net Cash Proceeds, for the avoidance of doubt, shall not be calculated giving effect to the payment of any Debt) received from such excessDisposition. Such payment shall be due one (1) Business Day prior to any date on which the Borrower or any Subsidiary would be required to make a mandatory prepayment of Second Lien Term Debt permitted by Section 9.02(f) or Permitted Refinancing Debt permitted by Section 9.02(g), as the case may be) with the Net Cash Proceeds from such Disposition; provided that such payment shall be reduced by the amount of such Net Cash Proceeds expended by the Borrower and the Subsidiary Guarantors, during the period from the date of such Disposition to the due date of such prepayment, to make a Qualified Investment (other than inventory and working capital) in the businesses permitted pursuant to Section 9.06. Notwithstanding the foregoing, all payments required to be made pursuant to this Section 3.04(c)(iv) must be made on or prior to the Termination Date. (bv) If at any timeEach prepayment of Borrowings pursuant to this Section 3.04(c) shall be applied, the aggregate principal amount of Revolving Credit Outstandings exceeds the aggregate Revolving Credit Commitments at such time, each Borrower shall forthwith prepay first, ratably to any ABR Borrowings then outstanding, and, second, to any Eurodollar Borrowings then outstanding, and if more than one Eurodollar Borrowing is then outstanding, to each such Eurodollar Borrowing in order of priority beginning with the Swingline Loans and then Eurodollar Borrowing with the Revolving Loans made to such Borrower then outstanding in an aggregate amount equal to (i) the percentage obtained by dividing the aggregate outstanding principal balance least number of the Revolving Credit Outstandings owing by such Borrower by the aggregate outstanding principal balance of the Revolving Credit Outstandings owing by all Borrowers multiplied by (ii) the aggregate amount of such excess. If any such excess remains after repayment in full of the aggregate outstanding Swingline Loans and Revolving Loans, each Borrower shall provide cash collateral for its then outstanding Letter of Credit Obligations days remaining in the manner set forth Interest Period applicable thereto and ending with the Eurodollar Borrowing with the most number of days remaining in the Interest Period applicable thereto. (vi) Each prepayment of Borrowings pursuant to this Section 8.2 (Actions 3.04(c) shall be applied ratably to the Loans included in Respect of Letters of Creditthe prepaid Borrowings. Prepayments pursuant to this Section 3.04(c) in an amount equal shall be accompanied by accrued interest to 105% of (A) the percentage obtained extent required by dividing the aggregate outstanding amount of the Letter of Credit Obligations owing by such Borrower by the aggregate outstanding amount of the Letter of Credit Obligations owing by all Borrowers multiplied by (B) the aggregate amount of such excessSection 3.02.

Mandatory Prepayments. (ai) If at If, on any timedate, the sum of (A) the aggregate principal amount of any Borrower’s Revolving Credit Outstandings exceeds such Borrower’s Revolving Credit Sublimit at such time, such Borrower shall forthwith prepay first, all Advances denominated in Dollars then outstanding plus (B) the Swingline Loans and then Equivalent in Dollars (determined on the Revolving Loans made third Business Day prior to such Borrower then outstanding in an aggregate amount equal to such excess. If any such excess remains after repayment in full date) of the aggregate outstanding Swingline Loans and Revolving Loans made to such Borrower, such Borrower shall provide cash collateral for its then outstanding Letter of Credit Obligations in the manner set forth in Section 8.2 (Actions in Respect of Letters of Credit) in an amount equal to 105% of such excess. (b) If at any time, the aggregate principal amount of Revolving Credit Outstandings exceeds all Advances denominated in Foreign Currencies then outstanding plus (C) the aggregate Revolving Available Amount of all Letters of Credit denominated in Dollars then outstanding plus (D) the Equivalent in Dollars (determined on the third Business Day prior to such date) of the aggregate Available Amount of all Letters of Credit denominated in Major Currencies then outstanding exceeds 103% of the aggregate Commitments at of the Lenders on such time, each Borrower shall forthwith prepay firstdate, the Swingline Loans Company and then each other Borrower, if any, shall thereupon promptly prepay the Revolving Loans made to outstanding principal amount of any Advances owing by such Borrower then outstanding in an aggregate amount equal (or deposit an amount in the L/C Cash Deposit Account) sufficient to reduce such sum (icalculated on the basis of the Available Amount of Letters of Credit being reduced by the amount in the L/C Cash Deposit Account) the percentage obtained by dividing to an amount not to exceed 100% of the aggregate outstanding principal balance Commitments of the Revolving Credit Outstandings owing by Lenders on such date, together with any interest accrued to the date of such prepayment on the principal amounts prepaid and, in the case of any prepayment of a Eurocurrency Rate Advance, a LIBO Rate Advance or a Local Rate Advance on a date other than the last day of an Interest Period or at its maturity, any additional amounts which such Borrower by shall be obligated to reimburse to the aggregate outstanding principal balance Lenders in respect thereof pursuant to Section 9.04(c). The Agent shall give prompt notice of any prepayment required under this Section 2.10(b)(i) to the Revolving Credit Outstandings owing by all Borrowers multiplied by and the Lenders. (ii) If, on any date, the aggregate amount of such excess. If any such excess remains after repayment in full of the aggregate outstanding Swingline Loans and Revolving Loans, each Borrower shall provide cash collateral for its then outstanding Letter of Credit Obligations in the manner set forth in Section 8.2 (Actions in Respect of Letters of Credit) in an amount equal to 105% sum of (A) the percentage obtained by dividing Equivalent in Dollars of the aggregate outstanding principal amount of the Letter of Credit Obligations owing by such Borrower by the aggregate all Eurocurrency Rate Advances denominated in Major Currencies then outstanding amount of the Letter of Credit Obligations owing by all Borrowers multiplied by plus (B) the Equivalent in Dollars of the aggregate principal amount of all Competitive Bid Advances denominated in Foreign Currencies then outstanding plus (C) the Equivalent in Dollars of the aggregate Available Amount of all Letters of Credit denominated in Major Currencies then outstanding (in each case, determined on the third Business Day prior to such date), shall exceed 110% of $500,000,000, the Company and each other Borrower shall prepay the outstanding principal amount of any such Eurocurrency Rate Advances or any such LIBO Rate Advances owing by such Borrower, on the last day of the Interest Periods relating to such Advances, in an aggregate amount (or deposit an amount in the L/C Cash Deposit Account) sufficient to reduce such sum (calculated on the basis of the Available Amount of Letters of Credit being reduced by the amount in the L/C Cash Deposit Account) to an amount not to exceed $500,000,000, together with any interest accrued to the date of such excessprepayment on the principal amounts prepaid. The Agent shall give prompt notice of any prepayment required under this Section 2.10(b)(ii) to the Borrowers and the Lenders.

Mandatory Prepayments. (a) If at The Borrower shall, if and to the extent required pursuant to the Chase Credit Facility, apply 100% of the Net Proceeds of any timeAsset Sale promptly upon its receipt thereof (or, if applicable, promptly upon any amounts being deemed to constitute Net Proceeds as provided in the definition of such term) to (i) prepay the term loans outstanding under the Chase Credit Facility and/or (ii) prepay revolving credit loans outstanding under the Chase Credit Facility provided that the commitment of the lenders thereunder to lend revolving credit loans shall be permanently reduced to the extent of such prepayment. To the extent not used in accordance with the preceding sentence, the Borrower shall, or shall cause its Subsidiaries to, prepay Borrowings with such Net Proceeds not later than the date which is one Business Day after the date of receipt thereof. (b) The Borrower shall apply 100% of the Net Proceeds of any Equity Issuance promptly upon its receipt thereof (or, if applicable, promptly upon any amounts being deemed to constitute Net Proceeds as provided in the definition of such term) to prepay Borrowings with such Net Proceeds not later than the date which is one Business Day after the date of receipt thereof. (c) Anything in Section 2.1 1(a) or (b) to the contrary notwithstanding, the Borrower shall not be required to make any prepayment pursuant to such Sections to the extent that, after giving effect thereto, the aggregate principal amount of any Borrower’s Revolving Credit Outstandings exceeds such Borrower’s Revolving Credit Sublimit at such time, such Borrower shall forthwith prepay first, the Swingline Loans and then the Revolving Loans made to such Borrower then outstanding in an aggregate amount equal to such excess. If any such excess remains after repayment in full of the aggregate outstanding Swingline Loans and Revolving Loans made to such Borrowerwould be less than $75,000,000 but greater than $0, such Borrower shall provide cash collateral for its then outstanding Letter of Credit Obligations in the manner set forth in Section 8.2 (Actions in Respect of Letters of Credit) in an amount equal to 105% of such excess. (b) If provided, however, that if at any time, the aggregate principal amount of Revolving Credit Outstandings exceeds the aggregate Revolving Credit Commitments at such time, each Borrower shall forthwith prepay first, the Swingline Loans and then the Revolving Loans made to such Borrower then outstanding in an aggregate amount equal to (i) the percentage obtained by dividing the aggregate outstanding principal balance of the Revolving Credit Outstandings owing by such Borrower by the aggregate outstanding principal balance of the Revolving Credit Outstandings owing by all Borrowers multiplied by (ii) time the aggregate amount of prepayments pursuant to such excess. If any such excess remains after repayment in full Sections that shall have been prevented from being made pursuant to the operation of the aggregate outstanding Swingline foregoing provisions of this paragraph shall equal or exceed $75,000,000 then such prepayments shall be required to be made at such time and, provided, further, that, until applied in accordance with the foregoing proviso, all Net Proceeds otherwise required to prepay the Loans and Revolving Loansnot applied to effect a prepayment pursuant to the operation of this paragraph shall be held in a cash collateral account established by the Administrative Agent the amounts on deposit in which shall be invested in Permitted Investments designated by the Borrower (or, each in the absence of such designation, as selected by the Administrative Agent in its sole discretion) subject to the right of the Required Lenders at any time to require that the amounts on deposit in such cash collateral account be applied to make the prepayments otherwise prevented by this paragraph. (d) The Borrower shall provide cash collateral for its then outstanding Letter deliver to the Administrative Agent (i) at the time of Credit Obligations in each prepayment required under this Section 2.11, a certificate signed by a Financial Of fleer of the manner set Borrower setting forth in Section 8.2 reasonable detail the calculation of the amount of such prepayment and (Actions in Respect of Letters of Creditii) in an amount equal to 105% not later than the later of (A) the percentage obtained by dividing the aggregate outstanding amount date on which a Responsible Officer of the Letter of Credit Obligations owing by Borrower becomes aware that such Borrower by the aggregate outstanding amount of the Letter of Credit Obligations owing by all Borrowers multiplied by prepayment will be made and (B) the aggregate amount date that is three Business Days prior to the date of such excessprepayment, a notice of such prepayment. Such certificate shall also describe in reasonable detail the facts and circumstances giving rise to the applicable prepayment event and a reasonably detailed calculation of the Net Proceeds therefrom. (e) All prepayments under this Section 2.11 shall be subject to Section 2.14 but otherwise without premium or penalty. All prepayments under this Section 2.11 shall be accompanied by accrued interest on the principal amount being prepaid to but excluding the date of payment.

Mandatory Prepayments. (a) On the day of receipt by the Borrowers or --------------------- any of their Subsidiaries of any Net Proceeds with respect to an Asset Disposition, the Borrowers shall prepay the Loans (and such prepayment shall be applied as set forth in Section 2.5(e)) and, after all Loans have been prepaid, make a Cash Collateral Deposit, in an amount equal to 100% of such Net Proceeds; provided that no prepayment shall be required with respect to an Asset -------- ---- Disposition if (i) the consummation of such Asset Disposition would not result in (x) the Operating Cash Flow attributable to the assets subject to such Asset Disposition (based on the most recent financial statements received by the Agent under Section 5.1(a) or (b) at the time of such Asset Disposition) plus (y) the ---- Operating Cash Flow attributable to the assets subject to all prior Asset Dispositions consummated since the Closing Date (based, respectively, on the most recent financial statements received by the Agent under Section 5.1(a) or (b) at the time of such Asset Disposition) exceeding 15% of the Operating Cash Flow of the Borrowers as of the date of such Asset Disposition and (ii) the Net Proceeds of any such Asset Dispositions are used, within one year of such disposition, to invest in assets of the same type and use as those disposed and with respect to which the Lenders shall have a first-priority perfected Lien (subject to Section 6.3). On or prior to the date of any Asset Disposition, the Borrowers agree to provide the Agent with calculations used by the Borrowers in determining the amount of any such prepayment (or in determining that a prepayment is not required) under this Section 2.5(a). (b) In the event that at the end of any fiscal year of the Borrowers ending on and after December 31, 1999 there shall exist Excess Cash Flow with respect to such fiscal year, then on the date which is ten Business Days after the earlier to occur of (i) the date upon which the audited financial statements of the Borrowers with respect to such fiscal year become available and (ii) the 120th day after the end of such fiscal year, the Borrowers shall prepay the Loans (and such prepayment shall be applied as set forth in Section 2.5(e)) and, after all Loans have been prepaid, make a Cash Collateral Deposit, in an amount equal to 50% of such Excess Cash Flow; provided that no such prepayment shall -------- ---- be required if the Maximum Total Debt Ratio as of the end of such fiscal year is less than 4.50:1. On or prior to the date of any prepayment required by this Section 2.5(b), the Borrowers agree to provide the Agent with the calculations, substantially in the form of Exhibit H hereto, used by the Borrowers in determining the amount of any such prepayment. (c) If the Borrowers or any of their Subsidiaries receive insurance proceeds or condemnation proceeds with respect to any of their Properties which are not fully applied (or contractually committed pursuant to contract(s) approved by the Agent in its reasonable discretion) toward the repair or replacement of such damaged or condemned Property within 90 days of the receipt thereof, the Borrowers shall, on such 90th day prepay the Loans and, after all Loans have been prepaid, make a Cash Collateral Deposit, in an amount equal to the amount of such proceeds not so applied (and such prepayment shall be applied as set forth in Section 2.5(e)). (d) In the event that the Borrowers or any of their Subsidiaries makes an Equity Offering during any period in which a Default has occurred and is continuing, the Borrowers shall immediately prepay the Loans and, after all Loans have been prepaid, make a Cash Collateral Deposit, in an amount equal to the Net Proceeds of such Equity Offering (and such prepayment shall be applied as the Agent shall elect in its sole discretion). No such prepayment shall limit or restrict the rights and remedies of the Lenders under the Loan Documents upon the occurrence and during the continuance of a Default. (i) Each prepayment of the Loans pursuant to this Section 2.5 shall be applied to the outstanding amounts of Incremental Loans and Revolving Loans on a pro rata basis determined on the basis of the amount of Incremental Loans, on the one hand, and Revolving Loans, on the other hand, outstanding at the time of such prepayment. Each prepayment shall be accompanied by payment in full of all accrued interest and accrued commitment fees thereon to and including the date of such prepayment, together with any additional amounts owing pursuant to Section 2.15. (i) If, at any time, the aggregate principal amount of any Borrower’s Revolving Credit Outstandings exceeds such Borrower’s Revolving Credit Sublimit at such timeLoans are repaid in full, such Borrower additional prepayments hereunder shall forthwith prepay be applied first, the Swingline Loans and then the Revolving Loans made to such Borrower then outstanding in an aggregate amount equal to such excess. If any such excess remains after repayment in full of the aggregate outstanding Swingline Loans and Revolving Loans made to such Borrower, such Borrower shall provide cash collateral for its then outstanding Letter of Credit Obligations in the manner set forth in Section 8.2 (Actions in Respect of Letters of Credit) in an amount equal to 105% of such excess. (b) If at any time, the aggregate principal amount of Revolving Credit Outstandings exceeds the aggregate Revolving Credit Commitments at such time, each Borrower shall forthwith prepay first, the Swingline Loans and then the Revolving Loans made to such Borrower then outstanding in an aggregate amount equal to (i) the percentage obtained by dividing the aggregate outstanding principal balance of the Revolving Credit Outstandings owing by such Borrower by the aggregate outstanding principal balance of the Revolving Credit Outstandings owing by all Borrowers multiplied by (ii) the aggregate amount of such excess. If any such excess remains after repayment in full of the aggregate outstanding Swingline Loans and Revolving Loans, each Borrower shall provide cash collateral for its then outstanding Letter of Credit Obligations in the manner set forth in Section 8.2 (Actions in Respect of Letters of Credit) in an amount equal to 105% of (A) the percentage obtained by dividing the aggregate outstanding amount of the Letter of Credit Obligations owing by such Borrower by the aggregate outstanding amount of the Letter of Credit Obligations owing by all Borrowers multiplied by (B) the aggregate amount of such excess.make a Cash ----- Collateral Deposit and

Mandatory Prepayments. 3.4.1 Subject to section 3.4.2, in addition to any other principal repayments required hereunder, the Borrower shall make the following mandatory prepayments: (ai) If if the Borrower or any Subsidiary has provided a Guarantee Obligation to any Person or Persons (other than a Guarantee Obligation to the Lender) which is not limited in amount, or if limited in amount at any time such limit when added to both the total outstanding Debt included in section 1.1.79(b) and the total outstanding Debt otherwise included in section 1.1.79(d) herein exceeds $50,000,000, then the Borrower shall forthwith repay in full all Obligations, interest, fees and any other amounts owing to the Lender hereunder at the time of or prior to the issuance of such Guarantee Obligation; (ii) if the Borrower has provided any Lien on its Intellectual Property in favour of any Person or Persons (other than the Lender) securing an outstanding principal amount exceeding $35,000,000 in the aggregate at any time, then the aggregate principal amount Borrower shall, within 30 days of the incurrence of such Lien, repay in full all Obligations due, interest, fees and any Borrower’s Revolving Credit Outstandings exceeds such Borrower’s Revolving Credit Sublimit other amounts owing to the Lender at such time, such ; provided that the Borrower shall forthwith not be obliged to prepay firstthe Obligations pursuant to this clause (ii) if the amount so secured is reduced below $35,000,000 within 30 days of request by the Lender; (iii) Within 10 Business Days after any Disposition by the Borrower of Assets where the value of such Assets Disposed of exceeds $10,000,000 or the value of all Assets Disposed of in any Fiscal Year by the Borrower exceeds $10,000,000, the Swingline Loans and then the Revolving Loans made to such Borrower then outstanding in an aggregate amount equal to such excess. If any such excess remains after repayment in full of the aggregate outstanding Swingline Loans and Revolving Loans made to such Borrower, such Borrower shall provide cash collateral for its then outstanding Letter of Credit Obligations in the manner set forth in Section 8.2 (Actions in Respect of Letters of Credit) in an amount equal to 105% the amount by which the Net Proceeds of such excess. (b) If at any timeDisposition together with the Net Proceeds of all prior Dispositions made in such Fiscal Year, exceeds $10,000,000 shall to the aggregate principal amount extent there are Obligations outstanding as that time be paid by the Borrower to the Lender and shall be applied in repayment of Revolving outstanding Advances under the Credit Outstandings exceeds Facility; provided that the aggregate Revolving Credit Commitments at such time, each Borrower shall forthwith prepay first, not be required to make such payment to the Swingline Loans and then the Revolving Loans made to such Borrower then outstanding Lender in an aggregate amount equal to (i) the percentage obtained by dividing the aggregate outstanding principal balance of the Revolving Credit Outstandings owing by such Borrower by the aggregate outstanding principal balance of the Revolving Credit Outstandings owing by all Borrowers multiplied by (ii) the aggregate amount of such excess. If any such excess remains after repayment in full of the aggregate outstanding Swingline Loans and Revolving Loans, each Borrower shall provide cash collateral for its then outstanding Letter of Credit Obligations in the manner set forth in Section 8.2 (Actions in Respect of Letters of Credit) in an amount equal to 105% of (A) the percentage obtained by dividing the aggregate outstanding amount of the Letter of Credit Obligations owing by such Borrower by the aggregate outstanding amount of the Letter of Credit Obligations owing by all Borrowers multiplied by (B) the aggregate amount of such excess.accordance with this section 3.4.1

Mandatory Prepayments. Except (ax) If at to the extent the Loan Parties are permitted to use any timeNet Cash Proceeds or Extraordinary Receipts as cash collateral (i) in accordance with the Approved Budget and (ii) as permitted by the DIP Orders and (y) as provided in the last paragraph of this Section 2.11(b): (i) within 2 Business Days after the date of the consummation of any Disposition (other than Dispositions from a Loan Party to another Loan Party) by any Borrower or any of its Subsidiaries, the aggregate principal Borrowers shall prepay the Loans in an amount equal to 100% of the Net Cash Proceeds from such Dispositions; (ii) within 2 Business Days after the date of receipt by any Borrower or any of its Subsidiaries, or Administrative Agent as loss payee, of any Borrower’s Revolving Credit Outstandings exceeds such Borrower’s Revolving Credit Sublimit at such timeNet Cash Proceeds from insurance or any condemnation, such Borrower taking or other casualty, Borrowers shall forthwith prepay first, the Swingline Loans and then the Revolving Loans made to such Borrower then outstanding in an aggregate amount equal to such excess. If any such excess remains after repayment in full of the aggregate outstanding Swingline Loans and Revolving Loans made to such Borrower, such Borrower shall provide cash collateral for its then outstanding Letter of Credit Obligations in the manner set forth in Section 8.2 (Actions in Respect of Letters of Credit) in an amount equal to 105100% of such excess.Net Cash Proceeds; and (biii) If at within 2 Business Days after the date of receipt by any timeBorrower or any of its Subsidiaries of any Extraordinary Receipts, Borrowers shall prepay the aggregate principal amount of Revolving Credit Outstandings exceeds the aggregate Revolving Credit Commitments at such time, each Borrower shall forthwith prepay first, the Swingline Loans and then the Revolving Loans made to such Borrower then outstanding in an aggregate amount equal to 100% of such Extraordinary Receipts. (iiv) the percentage obtained by dividing the aggregate outstanding principal balance Each prepayment of the Revolving Loan pursuant to this Section 2.11(a) or (b) shall be applied in accordance with Section 2.18(b); provided, that, to the extent any Net Cash Proceeds or Extraordinary Receipts required to prepay the Loans pursuant to Sections 2.11(b)(i), (b)(ii) or (b)(iii) constitute Specified Priority Collateral, such Net Cash Proceeds or Extraordinary Receipts shall be applied in accordance with the Prepetition Credit Outstandings owing by Agreement and the DIP Orders (except to the extent that the Loan Parties are permitted to use such Borrower by the aggregate outstanding principal balance of the Revolving Credit Outstandings owing by all Borrowers multiplied by (ii) the aggregate amount of such excess. If any such excess remains after repayment in full of the aggregate outstanding Swingline Loans and Revolving Loans, each Borrower shall provide Net Cash Proceeds or Extraordinary Receipts as cash collateral for its then outstanding Letter of in accordance with the Approved Budget pursuant to the DIP Orders in which case the Loan Parties shall not be required to apply such Net Cash Proceeds or Extraordinary Receipts so applied in accordance with the Prepetition Credit Obligations in Agreement and the manner set forth in Section 8.2 (Actions in Respect of Letters of Credit) in an amount equal DIP Orders to 105% of (A) prepay the percentage obtained by dividing the aggregate outstanding amount of the Letter of Credit Obligations owing by such Borrower by the aggregate outstanding amount of the Letter of Credit Obligations owing by all Borrowers multiplied by (B) the aggregate amount of such excessLoans).

Mandatory Prepayments. (ai) If If, at any time, the aggregate principal amount Agent notifies the Borrowers that the Agent has determined that the Aggregate Loan Value of any Borrower’s Revolving Credit Outstandings exceeds Eligible Collateral is less than the Pro-Forma Exposure, then ▇▇. ▇▇▇▇▇▇ shall, within [***] Banking Days after such Borrower’s Revolving Credit Sublimit at such timenotification, such Borrower shall forthwith prepay firsteither (A) provide additional Eligible Collateral, satisfactory to the Swingline Loans and then Required Banks, sufficient to increase the Revolving Loans made Aggregate Loan Value of Eligible Collateral to such Borrower then outstanding in an aggregate amount equal to such excess. If any such excess remains after repayment in full of the aggregate outstanding Swingline Loans and Revolving Loans made to such Borrower, such Borrower shall provide cash collateral for its then outstanding Letter of Credit Obligations in the manner set forth in Section 8.2 (Actions in Respect of Letters of Credit) in an amount equal to 105% or greater than the Pro-Forma Exposure, or (B) immediately repay, and/or cause [***] to repay, the principal amount of outstanding Loans such excessthat the Pro-Forma Exposure does not exceed the Aggregate Loan Value of Eligible Collateral, or (C) any combination of the options provided by (A) or (B) above which will result in the Aggregate Loan Value of Eligible Collateral being equal to or greater than the Pro-Forma Exposure. (bii) If at any timeprepayment or additional Eligible Collateral is due under Section 2.5(b)(i), then ▇▇. ▇▇▇▇▇▇ shall have the aggregate right, prior to the end of the period of [***] Banking Days within which such prepayment is to be made and/or additional Eligible Collateral is to be provided in accordance therewith, to furnish to the Agent a certificate of ▇▇. ▇▇▇▇▇▇ or his employee who functions as ▇▇. ▇▇▇▇▇▇’▇ chief financial officer, itemizing the Swap Exposure as to each Interest Rate Protection Agreement then in effect as of a date that is later than the previous date that the amount of the Swap Exposure was most recently provided under Section 4.2(b) or 6.1(d) (or this Section 2.5(b)(i) in connection with a prior prepayment or additional Eligible Collateral requirement), but not more than [***] Banking Days prior to the date of such certificate. If such certificate is furnished to the Agent, then the Pro-Forma Exposure applicable under Section 2.5(b)(i) shall be recalculated using such later calculation of Swap Exposure, and the amount of any such required prepayment or additional Eligible Collateral shall be adjusted accordingly. (iii) Each prepayment or repayment in accordance with Section 2.5(b)(i) shall be applied first to any expenses incurred by the Agent and the Banks, second to any interest due on the amount prepaid, third to the outstanding principal amount of Revolving Credit Outstandings exceeds the aggregate Revolving Credit Commitments at Variable Rate Loans, and last to the outstanding principal amount of Fixed Rate Loans, in each case in such time, each Borrower manner as the Agent in its discretion shall forthwith prepay firstdetermine. (iv) If ▇▇. ▇▇▇▇▇▇ fails to provide additional Eligible Collateral and/or make any principal payment when due in accordance with the terms of Section 2.5(b)(i), the Swingline Loans and then the Revolving Loans made to such Borrower then outstanding in an aggregate amount equal to (i) the percentage obtained by dividing the aggregate outstanding principal balance Agent may immediately sell a portion of the Revolving Credit Outstandings owing by Common Stock Collateral such Borrower by that the aggregate outstanding principal balance of the Revolving Credit Outstandings owing by all Borrowers multiplied by (ii) the aggregate amount net proceeds of such excess. If any such excess remains after repayment in full of sale, when applied to the aggregate outstanding Swingline Loans (and Revolving Loansinterest thereon), each Borrower shall provide cash collateral for its then outstanding Letter of Credit Obligations in the manner set forth in Section 8.2 (Actions in Respect of Letters of Credit) will be in an amount sufficient to ensure that, after giving effect to such application, the Pro-Forma Exposure will be equal to 105% or less than the Aggregate Loan Value of (A) Eligible Collateral, and the percentage obtained by dividing Agent will promptly give ▇▇. ▇▇▇▇▇▇ and the aggregate outstanding amount Banks notice of any such sale and application; provided that the Letter of Credit Obligations owing by Agent’s failure to give such Borrower by notice shall not affect the aggregate outstanding amount of the Letter of Credit Obligations owing by all Borrowers multiplied by (B) the aggregate amount of such excessvalidity thereof.

Mandatory Prepayments. (a) If at any time, time the sum of (A) the aggregate principal amount of all Revolving Loans outstanding, (B) the aggregate Letter of Credit Amount of all Letters of Credit outstanding and (C) the aggregate amount of unreimbursed drawings under all Letters of Credit exceeds the Aggregate Revolving Loan Commitment, then the Borrower shall, within two Business Days after any Borrower’s Revolving Credit Outstandings exceeds Responsible Officer shall have knowledge of such Borrower’s Revolving Credit Sublimit at such timeoveradvance, such Borrower shall forthwith without notice or request by the Agent, prepay first, the Swingline Loans and then the Revolving Loans made and/or, if one or more Letters of Credit are outstanding, pledge cash collateral to such Borrower then outstanding the Agent to secure reimbursement of amounts available to be drawn thereunder, in an aggregate amount equal to such excess. If . (b) Within two Business Days after receipt by the Borrower or any such excess remains after repayment in full of its Subsidiaries of any Net Proceeds with respect to an Asset Disposition, the aggregate outstanding Swingline Loans and Revolving Loans made to such Borrower, such Borrower shall provide cash collateral for its then outstanding Letter of Credit Obligations in prepay the manner set forth Loans (and such prepayment shall be applied as specified in Section 8.2 (Actions in Respect of Letters of Credit2.5(d)) in an amount equal to 105100% of such excessNet Proceeds; provided that, so long as no Event of Default has occurred and is continuing, no prepayment shall be required with respect to an Asset Disposition to the extent that, within 90 days following such disposition, such Net Proceeds are used to invest in assets of the same or similar type and use as those disposed of and provided that the Agent shall have a first-priority Lien thereon (subject to Section 6.3). On or prior to the date of any Asset Disposition, the Borrower agrees to provide the Agent with calculations used by the Borrower in determining the amount of any such prepayment under this Section 2.5(b). (bc) If the Borrower or any Subsidiary receives insurance proceeds or condemnation proceeds aggregating more than $200,000 (or in any amount after the occurrence and during the continuance of an Event of Default) at any timetime after the Closing Date with respect to any Property which are not fully applied (or contractually committed pursuant to contract(s), which contracts must be reasonably approved by the aggregate principal amount Agent if such proceeds equal or exceed $500,000) toward the repair or replacement of Revolving Credit Outstandings exceeds such damaged or condemned Property by the aggregate Revolving Credit Commitments at such time, each Borrower shall forthwith prepay first, the Swingline Loans and then the Revolving Loans made to such Borrower then outstanding in an aggregate amount equal to earlier of (i) 90 days after the percentage obtained by dividing the aggregate outstanding principal balance of the Revolving Credit Outstandings owing by such Borrower by the aggregate outstanding principal balance of the Revolving Credit Outstandings owing by all Borrowers multiplied by receipt thereof and (ii) the aggregate amount occurrence of such excess. If any such excess remains after repayment in full of a Default, the aggregate outstanding Swingline Loans and Revolving Loans, each Borrower shall provide cash collateral for its then outstanding Letter of Credit Obligations in prepay the manner set forth Loans (and such prepayment shall be applied as specified in Section 8.2 (Actions in Respect of Letters of Credit2.5(d)) in an amount equal to 105% of (A) the percentage obtained by dividing the aggregate outstanding amount of the Letter of Credit Obligations owing by such Borrower by the aggregate outstanding amount of the Letter of Credit Obligations owing by all Borrowers multiplied by (B) the aggregate amount of such excessproceeds not so applied. The Borrower shall give the Agent prompt written notice of all insurance and condemnation proceeds received by it or any Subsidiary on or after the Closing Date in excess of $200,000 per occurrence. (d) Each prepayment of the Loans pursuant to Section 2.5(b)-(c) shall be applied to the outstanding principal balance of the Term Loans. Each prepayment shall be accompanied by payment in full of all accrued interest thereon to and including the date of such prepayment, together with any additional amounts owing pursuant to Section 2.15. Each prepayment of the Term Loans pursuant to this Section 2.5(d) shall be applied to the outstanding principal balance thereof in inverse order of maturity, and no such amounts shall be available for reborrowing.

Mandatory Prepayments. (ai) If at If, as a result of, and after giving effect to, any timetermination or reduction of the Aggregate Maximum Credit Amount pursuant to Section 2.06(b), the aggregate principal amount of any Borrower’s Revolving total Credit Outstandings Exposures exceeds such Borrower’s Revolving Credit Sublimit at such timethe total Commitments, such then the Borrower shall forthwith (A) prepay first, the Swingline Loans and then Borrowings on the Revolving Loans made to date of such Borrower then outstanding termination or reduction in an aggregate principal amount equal to such excess. If , and (B) if any such excess remains after repayment in full prepaying all of the aggregate outstanding Swingline Loans and Revolving Loans made Borrowings as a result of an LC Exposure, pay to such Borrower, such Borrower shall provide cash collateral for its then outstanding Letter the Administrative Agent on behalf of Credit Obligations in the manner set forth in Section 8.2 (Actions in Respect of Letters of Credit) in Lenders an amount equal to 105% of such excessexcess to be held as cash collateral as provided in Section 2.08(j). (bii) If Upon any redetermination of or adjustment to the amount of the Borrowing Base in accordance with Section 2.07 (other than Section 2.07(d)) or Section 8.13(c), if the total Credit Exposure exceeds the redetermined or adjusted Borrowing Base, then the Borrower shall, within 30 days following receipt of the New Borrowing Base Notice in accordance with Section 2.07(d) or the date the adjustment occurs, provide written notice (the "Election Notice") to the Administrative Agent stating the action which the Borrower proposes to take to remedy such excess, and the Borrower shall thereafter, at any timeits option, either (A) within 60 days following the delivery of the Election Notice, prepay the Borrowings in an aggregate principal amount of Revolving Credit Outstandings exceeds the aggregate Revolving Credit Commitments at such time, each Borrower shall forthwith prepay first, the Swingline Loans and then the Revolving Loans made equal to such Borrower then outstanding in an aggregate amount equal to excess, (iB) within 60 days following the percentage obtained by dividing the aggregate outstanding principal balance delivery of the Revolving Credit Outstandings owing by such Borrower Election Notice, submit (and pledge as collateral) additional Oil and Gas Properties owned by the aggregate outstanding principal balance Borrower or its Subsidiaries for consideration in connection with the determination of the Revolving Credit Outstandings owing by all Borrowers multiplied by (ii) Borrowing Base which the aggregate amount of Administrative Agent and the Lenders deem sufficient in their sole discretion to eliminate such excess, or (C) within 60 days following the delivery of the Election Notice, eliminate such excess through a combination of prepayments and submission of additional Oil and Gas Properties as set forth in subclauses (A) and (B) above. If any such excess remains after repayment in full prepaying all of the aggregate outstanding Swingline Loans and Revolving LoansBorrowings as a result of an LC Exposure, each then the Borrower shall provide cash collateral for its then outstanding Letter pay to the Administrative Agent on behalf of Credit Obligations in the manner set forth in Section 8.2 (Actions in Respect of Letters of Credit) in Lenders an amount equal to 105% such excess to be held as cash collateral as provided in Section 2.08(j). All payments required to be made pursuant to this Section 3.04(c)(ii) must be made on or prior to the Termination Date. (iii) Upon the Mandatory Redetermination of the Borrowing Base pursuant to Section 2.07(d), if the total Credit Exposure exceeds the Borrowing Base as redetermined, then the Borrower shall (A) prepay the percentage obtained by dividing the Borrowings in an aggregate outstanding principal amount of the Letter of Credit Obligations owing by equal to such Borrower by the aggregate outstanding amount of the Letter of Credit Obligations owing by all Borrowers multiplied by excess, and (B) if any excess remains after prepaying all of the Borrowings as a result of an LC Exposure, pay to the Administrative Agent on behalf of the Lenders an amount equal to such excess to be held as cash collateral as provided in Section 2.08(j). (iv) Upon any adjustments to the Borrowing Base pursuant to Section 9.12, if the total Credit Exposures exceeds the Borrowing Base as adjusted, then the Borrower shall (A) prepay the Borrowings in an aggregate principal amount equal to such excess, and (B) if any excess remains after prepaying all of the Borrowings as a result of an LC Exposure, pay to the Administrative Agent on behalf of the Lenders an amount equal to such excess to be held as cash collateral as provided in Section 2.08(j). The Borrower shall be obligated to make such prepayment and/or deposit of cash collateral within one Business Day after the date it receives cash proceeds as a result of such excessdisposition or such incurrence of Debt; provided that all payments required to be made pursuant to this Section 3.04(c)(iv) must be made on or prior to the Termination Date. (v) Each prepayment of Borrowings pursuant to this Section 3.04(c) shall be applied, first, ratably to any ABR Borrowings then outstanding, and, second, to any Eurodollar Borrowings then outstanding, and if more than one Eurodollar Borrowing is then outstanding, to each such Eurodollar Borrowing in order of priority beginning with the Eurodollar Borrowing with the least number of days remaining in the Interest Period applicable thereto and ending with the Eurodollar Borrowing with the most number of days remaining in the Interest Period applicable thereto. (vi) Each prepayment of Borrowings pursuant to this Section 3.04(c) shall be applied ratably to the Loans included in the prepaid Borrowings. Prepayments pursuant to this Section 3.04(c) shall be accompanied by accrued interest to the extent required by Section 3.02.

Mandatory Prepayments. (ai) No later than the second Business Day following the receipt of Net Proceeds in respect of Extraordinary Receipts in excess of $500,000 in the aggregate for all such Extraordinary Receipts during the term of this Agreement, the Borrowers shall apply an amount equal to 100% of the Net Proceeds received with respect thereto to prepay outstanding Term Loans; provided that no such prepayment shall be required under this clause (i) if the Net Proceeds received are applied, reinvested or otherwise used pursuant to and as contemplated by the Approved Budget (including pursuant to an Approved Budget for a future period). (ii) No later than the second Business Day following the receipt of Net Proceeds in respect of any Prepayment Asset Sale or Net Insurance/Condemnation Proceeds in excess of $500,000 in the aggregate for all such proceeds during the term of this Agreement, the Borrowers shall apply an amount equal to 100% of the Net Proceeds or Net Insurance/Condemnation Proceeds received with respect thereto to prepay outstanding Term Loans; provided that no such prepayment shall be required under this clause (ii) if the Net Proceeds received are applied, reinvested or otherwise used pursuant to and as contemplated by the Approved Budget (including pursuant to an Approved Budget for a future period). (iii) If at Holdings or any timeSubsidiary incurs or issues any Indebtedness after the Closing Date (other than Indebtedness permitted under Section 6.01) or any Capital Stock (other than issuances of Capital Stock of any Subsidiary of the Borrower Agent to any other Subsidiary of the Borrower Agent, or to the Borrower Agent), the aggregate principal Borrowers shall apply an amount equal to 100% of all Net Proceeds received therefrom on or prior to the date that is two (2) Business Days after the receipt thereof. (iv) Notwithstanding any provision under this Section 2.11(b) to the contrary, (A) any amounts that would otherwise be required to be paid by the Borrowers pursuant to Section 2.11(b)(i) or (ii) above shall not be required to be so prepaid to the extent any such Prepayment Asset Sale is consummated by a Foreign Subsidiary or such Net Insurance/Condemnation Proceeds or Extraordinary Receipts are received by a Foreign Subsidiary, as the case may be, for so long as the repatriation to the United States of any Borrower’s Revolving Credit Outstandings exceeds such Borrower’s Revolving Credit Sublimit at amounts would be prohibited under any Requirement of Law (the Borrower Agent hereby agreeing to cause the applicable Foreign Subsidiary to promptly take all actions commercially reasonably required by the applicable local law to permit such timerepatriation), and once such repatriation of any of such affected Net Proceeds or Net Insurance/Condemnation Proceeds is permitted under the applicable Requirement of Law, such repatriation will be immediately effected and such repatriated Net Proceeds or Net Insurance/Condemnation Proceeds will be promptly (and in any event not later than two (2) Business Days after such repatriation) applied (net of additional Taxes payable or reserved against as a result thereof) to the repayment of the Term Loans pursuant to this Section 2.11(b) to the extent provided herein; and (B) if the Borrowers or the Subsidiaries determine in good faith that the repatriation to the United States of any amounts required to mandatorily prepay the Term Loans pursuant to Section 2.11(b)(i) or (ii) above would result in materially adverse Tax consequences, taking into account any foreign tax credit or benefit expected to be realized in connection with such repatriation (such amount, a “Restricted Amount”), as reasonably determined by the Borrower shall forthwith prepay firstAgent, the Swingline Loans and then amount the Revolving Loans made Borrowers shall be required to mandatorily prepay pursuant to Section 2.11(b)(i) or (ii) above shall be reduced by the Restricted Amount until such Borrower then outstanding time as it may repatriate to the United States such Restricted Amount without incurring such materially adverse Tax liability; provided that, in the case of this clause (B), on or before the date on which any Net Proceeds or Net Insurance/Condemnation Proceeds so retained would otherwise have been required to be applied to prepayments pursuant to this Section 2.11(b), the Borrowers shall apply an aggregate amount equal to such excess. If any such excess remains after repayment in full of the aggregate outstanding Swingline Loans and Revolving Loans made Net Proceeds or Net Insurance/Condemnation Proceeds to such Borrowerprepayments as if such Net Proceeds or Net Insurance/Condemnation Proceeds had been received by the Borrower Agent rather than such Foreign Subsidiary, less the amount of additional Taxes that would have been payable or reserved against it if such Borrower shall provide cash collateral for its then outstanding Letter Net Proceeds or Net Insurance/Condemnation Proceeds had been repatriated to the United States by such Foreign Subsidiary; provided, further, that to the extent that the repatriation of Credit Obligations in the manner set forth in Section 8.2 (Actions in Respect of Letters of Credit) in any Net Proceeds or Net Insurance/Condemnation Proceeds from such Foreign Subsidiary would no longer have a materially adverse Tax consequence, an amount equal to 105% the Net Proceeds or Net Insurance/Condemnation Proceeds, as applicable, not previously applied pursuant to this immediately preceding clause, shall be promptly applied to the repayment of such excessthe Term Loans pursuant to Section 2.11(b) as otherwise required above (without regard to this clause (iv)). (bv) If at Notwithstanding any of the other provisions of this Section 2.11, the Required Lenders may elect to waive any mandatory prepayment of Term Loans required to be made pursuant to clauses (i) and (ii) of this Section 2.11(b) by providing written notice to the Administrative Agent and the Borrower Agent. (vi) All prepayments under this Section 2.11(b) shall be accompanied by all accrued and unpaid interest on the amount prepaid and, in the case of a prepayment of a SOFR Term Loan only, any additional amounts required pursuant to Section 2.16. In addition, each prepayment of Term Loans pursuant to Section 2.10 and 2.11 shall be applied by Administrative Agent, in accordance with Section 2.18(b) unless prior to such prepayment the Administrative Agent receives a certification from the Required Lenders that the one or more of the Orders specifies otherwise, which certification includes a direction from the Required Lenders as to how the Administrative Agent should apply such prepayment. (vii) Notwithstanding any of the other provisions of this Section 2.11, each Lender may elect not to accept all (but not less than all) of its pro rata percentage of any mandatory prepayment (any such Lender, a “Declining Lender”, and any such declined amounts, the “Declined Amounts”) of Term Loans required to be made pursuant to clauses (i) and (ii) of this Section 2.11(b) by providing written notice (each, a “Rejection Notice”) to the Administrative Agent no later than 5:00 p.m., New York City time, on the aggregate Business Day of such ▇▇▇▇▇▇’s receipt of notice from the Administrative Agent regarding such prepayment. If a Lender fails to deliver a Rejection Notice to the Administrative Agent within the time frame specified above such failure will be deemed an acceptance of the total amount of such mandatory prepayment of Term Loans. Any Declined Amounts shall be offered to Lenders that are not Declining Lenders on a pro rata basis, and any Declined Amounts remaining thereafter shall be applied to prepay other Indebtedness to the extent required by the terms thereof as determined by the Borrower Agent and, after giving effect thereto, any remaining amounts may be retained by the Borrower. (viii) The Borrower Agent shall deliver to the Administrative Agent, at the time of each prepayment required under this Section 2.11(b), a certificate signed by a Responsible Officer of the Borrower Agent setting forth in reasonable detail the calculation of the amount of such prepayment. Each such certificate shall specify the principal amount of Revolving Credit Outstandings exceeds each Borrowing (or portion thereof) to be prepaid. Prepayments shall be accompanied by accrued interest on the aggregate Revolving Credit Commitments at such timeamount to prepaid. All prepayments of Borrowings under this Section 2.11(b) shall be subject to Section 2.12 and Section 2.16, each Borrower but shall forthwith prepay first, the Swingline Loans and then the Revolving Loans made to such Borrower then outstanding in an aggregate amount equal to (i) the percentage obtained by dividing the aggregate outstanding principal balance of the Revolving Credit Outstandings owing by such Borrower by the aggregate outstanding principal balance of the Revolving Credit Outstandings owing by all Borrowers multiplied by (ii) the aggregate amount of such excess. If any such excess remains after repayment in full of the aggregate outstanding Swingline Loans and Revolving Loans, each Borrower shall provide cash collateral for its then outstanding Letter of Credit Obligations in the manner set forth in Section 8.2 (Actions in Respect of Letters of Credit) in an amount equal to 105% of (A) the percentage obtained by dividing the aggregate outstanding amount of the Letter of Credit Obligations owing by such Borrower by the aggregate outstanding amount of the Letter of Credit Obligations owing by all Borrowers multiplied by (B) the aggregate amount of such excessotherwise be without premium or penalty.

Mandatory Prepayments. (ai) If at If, after giving effect to any timetermination or reduction of the Aggregate Maximum Credit Amounts pursuant to Section 2.06(b), the aggregate principal amount of any Borrower’s total Revolving Credit Outstandings Exposures exceeds such Borrower’s Revolving Credit Sublimit at such timethe total Commitments, such then the Borrower shall forthwith (A) prepay first, the Swingline Loans and then Borrowings on the Revolving Loans made to date of such Borrower then outstanding termination or reduction in an aggregate principal amount equal to such excess. If , and (B) if any such excess remains after repayment in full prepaying all of the aggregate outstanding Swingline Loans and Revolving Loans made Borrowings as a result of an LC Exposure, pay to such Borrower, such Borrower shall provide cash collateral for its then outstanding Letter the Administrative Agent on behalf of Credit Obligations in the manner set forth in Section 8.2 (Actions in Respect of Letters of Credit) in Lenders an amount equal to 105% of such excessexcess to be held as cash collateral as provided in Section 2.08(j). (bii) If Upon any redetermination of the amount of the Borrowing Base in accordance with Section 2.07 (other than Section 2.07(e) or Section 2.07(f)) or adjustment to the amount of the Borrowing Base in accordance with Section 8.13(c), if a Borrowing Base Deficiency exists, then the Borrower shall within 30 days following receipt of the New Borrowing Base Notice in accordance with Section 2.07(d) or the date the adjustment occurs, as applicable, provide written notice (the “Election Notice”) to the Administrative Agent stating the action which the Borrower proposes to remedy such Borrowing Base Deficiency, and the Borrower shall thereafter, at any timeits option, either (A) on the date of delivery of the Election Notice, prepay the Borrowings in an aggregate principal amount sufficient to eliminate such Borrowing Base Deficiency, (B) eliminate such Borrowing Base Deficiency by making five consecutive mandatory prepayments of Revolving Credit Outstandings exceeds principal on the aggregate Revolving Credit Commitments at such timeBorrowings, each Borrower of which shall forthwith prepay first, be in the Swingline Loans and then the Revolving Loans made to such Borrower then outstanding in an aggregate amount equal to (i) the percentage obtained by dividing the aggregate outstanding principal balance of 1/5th of the Revolving Credit Outstandings owing by such Borrower by the aggregate outstanding principal balance of the Revolving Credit Outstandings owing by all Borrowers multiplied by (ii) the aggregate amount of such excessBorrowing Base Deficiency, with each such payment being due on the date that is 30 days, 60 days, 90 days, 120 days and 150 days, respectively, following the Borrower’s receipt of the New Borrowing Base Notice in accordance with Section 2.07(d) or the date the adjustment occurs, as applicable, (C) within 30 days following the delivery of the Election Notice, submit (and pledge as Mortgaged Properties) additional Oil and Gas Properties owned by the Loan Parties for consideration in connection with the determination of the Borrowing Base which the Administrative Agent and the Lenders deem sufficient in their sole discretion to eliminate such Borrowing Base Deficiency, or (D) within 30 days following the delivery of the Election Notice, eliminate such excess through a combination of prepayments and submission of additional Oil and Gas Properties as set forth in subclauses (A) and (C) above. If any such excess Borrowing Base Deficiency remains after repayment in full prepaying all of the aggregate outstanding Swingline Loans and Revolving LoansBorrowings as a result of LC Exposure, each then the Borrower shall provide cash collateral for its then outstanding Letter pay to the Administrative Agent on behalf of Credit Obligations in the manner set forth in Section 8.2 (Actions in Respect of Letters of Credit) in Lenders an amount equal to 105% such remaining Borrowing Base Deficiency to be held as cash collateral as provided in Section 2.08(j). The Borrower shall be obligated to deposit such cash collateral amount within five Business Days following its receipt of the New Borrowing Base Notice in accordance with Section 2.07(d) or the date the adjustment occurs, as applicable; provided that all payments required to be made pursuant to this Section 3.04(c)(ii) must be made on or prior to the Termination Date. (iii) Upon any adjustments to the Borrowing Base pursuant to Section 2.07(e) or Section 2.07(f), if the total Revolving Credit Exposures exceeds the Borrowing Base as adjusted, then the Borrower shall (A) prepay the percentage obtained by dividing the Borrowings in an aggregate outstanding principal amount of the Letter of Credit Obligations owing by equal to such Borrower by the aggregate outstanding amount of the Letter of Credit Obligations owing by all Borrowers multiplied by excess, and (B) if any excess remains after prepaying all of the aggregate Borrowings as a result of an LC Exposure, pay to the Administrative Agent on behalf of the Lenders an amount equal to such excess to be held as cash collateral as provided in Section 2.08(j). The Borrower shall be obligated to make such prepayment and/or deposit of cash collateral on the date it or any Subsidiary receives proceeds as a result of such excessissuance of Permitted Senior Unsecured Notes or disposition; provided that all payments required to be made pursuant to this Section 3.04(c)(iii) must be made on or prior to the Termination Date. (iv) Each prepayment of Borrowings pursuant to this Section 3.04(c) shall be applied, first, ratably to any ABR Borrowings then outstanding, and, second, to any Eurodollar Borrowings then outstanding, and if more than one Eurodollar Borrowing is then outstanding, to such Eurodollar Borrowing in such order as the Borrower may direct. (v) Each prepayment of Borrowings pursuant to this Section 3.04(c) shall be applied ratably to the Loans included in the prepaid Borrowings. Prepayments pursuant to this Section 3.04(c) shall be accompanied by accrued interest to the extent required by Section 3.02.

Mandatory Prepayments. (a) If at any timeIndebtedness shall be issued or incurred by any Group Member (excluding any Indebtedness incurred in accordance with Section 7.2, the aggregate principal amount of any Borrower’s Revolving Credit Outstandings exceeds such Borrower’s Revolving Credit Sublimit at such timeother than paragraph (l) thereof), such Borrower shall forthwith prepay first, the Swingline Loans and then the Revolving Loans made to such Borrower then outstanding in an aggregate amount equal to such excess. If any such excess remains after repayment in full 100% of the aggregate outstanding Swingline Net Cash Proceeds thereof shall be applied on the date of such issuance or incurrence toward the prepayment of the Loans and Revolving Loans made to such Borrower, such Borrower shall provide cash collateral for its then outstanding Letter of Credit Obligations in the manner as set forth in Section 8.2 (Actions in Respect of Letters of Credit) in an amount equal to 105% of such excess2.11(d). (b) If at on any timedate any Group Member shall receive Net Cash Proceeds from any Asset Sale or Recovery Event then, unless a Reinvestment Notice shall be delivered in respect thereof, such Net Cash Proceeds shall be applied on such date toward the prepayment of the Loans as set forth in Section 2.11(d); provided, that, notwithstanding the foregoing, (i) the aggregate Net Cash Proceeds of Asset Sales that may be excluded from the foregoing requirement pursuant to a Reinvestment Notice shall not exceed $2,500,000 in any fiscal year of the Borrower and (ii) on each Reinvestment Prepayment Date, an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied toward the prepayment of the Loans as set forth in Section 2.11(d). (c) If, for any fiscal year of the Borrower commencing with the fiscal year ending December 31, 2015, there shall be Excess Cash Flow, the Borrower shall, on the relevant Excess Cash Flow Application Date, prepay an aggregate principal amount of Revolving Credit Outstandings exceeds the aggregate Revolving Credit Commitments at such time, each Borrower shall forthwith prepay first, the Swingline Loans and then the Revolving Loans made to such Borrower then outstanding in an aggregate amount equal to (iA) the percentage obtained by dividing ECF Percentage of Excess Cash Flow for the aggregate outstanding principal balance of the Revolving Credit Outstandings owing by such Borrower fiscal year covered by the aggregate outstanding principal balance financial statements for such fiscal year (such prepayment to be applied as set forth in Section 2.11(d) below), minus (B) solely to the extent not funded with the proceeds of the Revolving Credit Outstandings owing by all Borrowers multiplied by Indebtedness, (iix) the aggregate amount of such excess. If any such excess remains after repayment in full all optional prepayments of the aggregate outstanding Swingline Loans pursuant to Section 2.10 made during such fiscal year and Revolving Loans, each Borrower shall provide cash collateral for its then outstanding Letter of Credit Obligations in the manner set forth in Section 8.2 (Actions in Respect of Letters of Credit) in an amount equal to 105% of (A) the percentage obtained by dividing the aggregate outstanding amount of the Letter of Credit Obligations owing by such Borrower by the aggregate outstanding amount of the Letter of Credit Obligations owing by all Borrowers multiplied by (By) the aggregate amount of all optional prepayments of the First Lien Term Loans and any term loans under any First Lien Incremental Facility pursuant to Section 2.10 of the First Lien Credit Agreement made during such excessfiscal year. Each such prepayment and commitment reduction shall be made on a date (an “Excess Cash Flow Application Date”) no later than five days after the earlier of (i) the date on which the financial statements of the Borrower referred to in Section 6.1(a), for the fiscal year with respect to which such prepayment is made, are required to be delivered to the Lenders and (ii) the date such financial statements are actually delivered. (d) Amounts to be applied pursuant to Section 2.11 shall be applied to the prepayment of the Loans in accordance with Section 2.17(b). The application of any prepayment pursuant to Section 2.11 shall be made, first, to ABR Loans and, second, to Eurodollar Loans. Each prepayment of the Loans under Section 2.11 shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid. (e) Notwithstanding any other provisions of Section 2.11, to the extent any or all of the Net Cash Proceeds of any Asset Sale by a Foreign Subsidiary, the Net Cash Proceeds of any Recovery Event received by a Foreign Subsidiary or Excess Cash Flow attributable to Foreign Subsidiaries, are prohibited or delayed by any applicable local law (including, without limitation, financial assistance, corporate benefit restrictions on upstreaming of cash intra group and the fiduciary and statutory duties of the directors of such Foreign Subsidiary) from being repatriated or passed on to or used for the benefit of the Borrower or any applicable Domestic Subsidiary or if the Borrower has determined in good faith that repatriation of any such amount to the Borrower or any applicable Domestic Subsidiary would have material adverse tax consequences (including a material acceleration of the point in time when such earnings would otherwise be taxed) with respect to such amount, the portion of such Net Cash Proceeds or Excess Cash Flow so affected will not be required to be applied to prepay the Loans at the times provided in this Section 2.11 but may be retained by the applicable Foreign Subsidiary so long, but only so long, as the applicable local law will not permit repatriation or the passing on to or otherwise using for the benefit of the Borrower or the applicable Domestic Subsidiary, or the Borrower believes in good faith that such material adverse tax consequence would result, and once such repatriation of any of such affected Net Cash Proceeds or Excess Cash Flow is permitted under the applicable local law or the Borrower determines in good faith such repatriation would no longer have such material adverse tax consequences, such repatriation will be promptly effected and such repatriated Net Cash Proceeds or Excess Cash Flow will be promptly (and in any event not later than five Business Days after such repatriation) applied (net of additional taxes payable or reasonably estimated to be payable as a result thereof) to the prepayment of the Loans pursuant to Section 2.11; provided, that no such prepayment of the Loans pursuant to Section 2.11 shall be required in the case of any such Net Cash Proceeds or Excess Cash Flow the repatriation of which the Borrower believes in good faith would result in material adverse tax consequences, if on or before the date on which such Net Cash Proceeds so retained would otherwise have been required to be applied to reinvestments or prepayments pursuant to a Reinvestment Notice (or such Excess Cash Flow would have been so required if it were Net Cash Proceeds), the Borrower applies an amount equal to the amount of such Net Cash Proceeds or Excess Cash Flow to such reinvestments or prepayments as if such Net Cash Proceeds or Excess Cash Flow had been received by the Borrower rather than such Foreign Subsidiary, less the amount of additional taxes that would have been payable or reserved against if such Net Cash Proceeds or Excess Cash Flow had been repatriated (or, if less, the Net Cash Proceeds or Excess Cash Flow that would be calculated if received by such Foreign Subsidiary). (f) Notwithstanding anything to the contrary contained in this Section 2.11, if any Lender shall notify the Administrative Agent (i) on the date of such prepayment, with respect to any prepayment under Section 2.11(a) or (b) or (ii) at least one Business Day prior to the date of a prepayment under Section 2.11(c) that it wishes to decline its share of such prepayment, such share (the “Declined Prepayment Amount”) may be retained by the Borrower. (g) Notwithstanding anything to the contrary contained in this Section 2.11, any prepayments required by this Section 2.11 shall be reduced on a dollar-for-dollar basis by any mandatory prepayments of the First Lien Term Loans and any term loans under First Lien Incremental Facility made by the Borrower under Section 2.11 of the First Lien Credit Agreement (as in effect on the date hereof).

Mandatory Prepayments. (ai) If at If, after giving effect to any timetermination or reduction of the Aggregate Commitment pursuant to Section 2.06(b), the aggregate principal amount of any Borrower’s Aggregate Revolving Credit Outstandings Exposures exceeds such Borrower’s Revolving Credit Sublimit at such timethe Aggregate Commitments, such then the Borrower shall forthwith A. prepay first, the Swingline Loans and then the Revolving Loans made to such Borrower then outstanding Borrowings in an aggregate principal amount equal to such excess. If , or add to the Mortgaged Property, Oil and Gas Properties, having value, as determined by the Administrative Agent and the Majority Lenders, equal to or greater than such excess, or a combination thereof and B. if any such excess remains after repayment in full prepaying all of the aggregate outstanding Swingline Loans and Revolving Loans made Borrowings as a result of an LC Exposure, pay to such Borrower, such Borrower shall provide cash collateral for its then outstanding Letter the Administrative Agent on behalf of Credit Obligations in the manner set forth in Section 8.2 (Actions in Respect of Letters of Credit) in Lenders an amount equal to 105% such excess to be held as cash collateral as provided in Section 2.08(k). The Borrower will be obligated to make such prepayment, provide such collateral and/or deposit of cash collateral within ninety (90) days following such excesstermination or reduction of the Aggregate Commitment; provided that all payments required to be made pursuant to this Section 3.04(c)(i) must be made on or prior to the Termination Date. (bii) If at Upon any timeredetermination of or adjustment to the amount of the Borrowing Base in accordance with Section 2.07 or Section 8.13(c), if the Aggregate Revolving Credit Exposures exceeds the redetermined or adjusted Borrowing Base, then the Borrower shall A. prepay the Borrowings in an aggregate principal amount of Revolving Credit Outstandings exceeds the aggregate Revolving Credit Commitments at such time, each Borrower shall forthwith prepay first, the Swingline Loans and then the Revolving Loans made equal to such Borrower then outstanding in an aggregate amount excess, or add to the Mortgaged Property, Oil and Gas Properties, having value, as determined by the Administrative Agent and the Majority Lenders, equal to (i) the percentage obtained by dividing the aggregate outstanding principal balance of the Revolving Credit Outstandings owing by such Borrower by the aggregate outstanding principal balance of the Revolving Credit Outstandings owing by all Borrowers multiplied by (ii) the aggregate amount of or greater than such excess. If , or a combination thereof and B. if any such excess remains after repayment in full prepaying all of the aggregate outstanding Swingline Loans and Revolving LoansBorrowings as a result of an LC Exposure, each Borrower shall provide cash collateral for its then outstanding Letter pay to the Administrative Agent on behalf of Credit Obligations in the manner set forth in Section 8.2 (Actions in Respect of Letters of Credit) in Lenders an amount equal to 105% such excess to be held as cash collateral as provided in Section 2.08(k). The Borrower shall be obligated to make such prepayment, provide such collateral and/or deposit of cash collateral within ninety (A90) the percentage obtained by dividing the aggregate outstanding amount days following its receipt of the Letter of New Borrowing Base Notice in accordance with Section 2.07(d) or the date the adjustment occurs; provided that all payments required to be made pursuant to this Section 3.04(c)(ii) must be made on or prior to the Termination Date. (iii) Upon any adjustments to the Borrowing Base pursuant to Section 9.12(a), Section 9.13 or Section 9.21, if the Aggregate Revolving Credit Obligations owing by Exposures exceeds the Borrowing Base as adjusted, then the Borrower shall A. prepay the Borrowings in an aggregate principal amount equal to such Borrower excess, or add to the Mortgaged Property, Oil and Gas Properties, having value, as determined by the aggregate outstanding amount Administrative Agent and the Majority Lenders, equal to or greater than such excess, or a combination thereof and B. if any excess remains after prepaying all of the Letter Borrowings as a result of Credit Obligations owing an LC Exposure, pay to the Administrative Agent on behalf of the Lenders an amount equal to such excess to be held as cash collateral as provided in Section 2.08(k). The Borrower shall be obligated to make such prepayment, provide such collateral and/or deposit of cash collateral within ninety (90) days following such adjustment to the Borrowing Base (or, if sooner, on the date the Borrower receives cash proceeds as a result of a disposition pursuant to Section 9.13); provided that all payments required to be made pursuant to this Section 3.04(c)(iii) must be made on or prior to the Termination Date. (iv) Each prepayment of Borrowings pursuant to this Section 3.04(c) shall be applied, first, ratably to any ABR Borrowings then outstanding, and, second, to any Eurodollar Borrowings then outstanding, and if more than one Eurodollar Borrowing is then outstanding, to each such Eurodollar Borrowing in order of priority beginning with the Eurodollar Borrowing with the least number of days remaining in the Interest Period applicable thereto and ending with the Eurodollar Borrowing with the most number of days remaining in the Interest Period applicable thereto. (v) Each prepayment of Borrowings pursuant to this Section 3.04(c) shall be applied ratably to the Loans included in the prepaid Borrowings. Prepayments pursuant to this Section 3.04(c) shall be accompanied by all Borrowers multiplied accrued interest to the extent required by (B) the aggregate amount of such excessSection 3.02.

Mandatory Prepayments. (ai) If at If, after giving effect to any timetermination or reduction of the Aggregate Maximum Credit Amounts pursuant to Section 2.06(b), the aggregate principal amount of any Borrower’s total Revolving Credit Outstandings Exposures exceeds such Borrower’s Revolving Credit Sublimit at such timethe total Commitments, such then the Borrower shall forthwith (A) prepay first, the Swingline Loans and then Borrowings on the Revolving Loans made to date of such Borrower then outstanding termination or reduction in an aggregate principal amount equal to such excess. If , and (B) if any such excess remains after repayment in full prepaying all of the aggregate outstanding Swingline Loans and Revolving Loans made Borrowings as a result of an LC Exposure, pay to the Administrative Agent on behalf of the Lenders an amount equal to such Borrowerexcess to be held as cash collateral as provided in Section 2.08(j). 65 Section 3.04(b) amended by the 3rd Amendment. (ii) Upon any redetermination of or adjustment to the amount of the Borrowing Base in accordance with Section 2.07(b) or Section 8.13(c) at any time, such if the total Revolving Credit Exposures exceeds the redetermined or adjusted Borrowing Base, then the Borrower shall provide (A) prepay the Borrowings in an aggregate principal amount equal to such excess, and (B) if any excess remains after prepaying all of the Borrowings as a result of an LC Exposure, pay to the Administrative Agent on behalf of the Lenders an amount equal to such excess to be held as cash collateral for as provided in Section 2.08(j). The Borrower shall be obligated to make such prepayment and/or deposit of cash collateral within sixty (60) days following its receipt of the New Borrowing Base Notice in accordance with Section 2.07(d) or the date the adjustment occurs; provided that all payments required to be made pursuant to this Section 3.04(c)(ii) must be made on or prior to the Termination Date. (iii) Upon any adjustments to the Borrowing Base pursuant to Section 2.07(e), Section 9.12 or Section 9.19, if the total Revolving Credit Exposures exceeds the Borrowing Base as adjusted, then outstanding Letter the Borrower shall (A) prepay the Borrowings in an aggregate principal amount equal to such excess, and (B) if any excess remains after prepaying all of Credit Obligations the Borrowings as a result of an LC Exposure, pay to the Administrative Agent on behalf of the Lenders an amount equal to such excess to be held as cash collateral as provided in Section 2.08(j). The Borrower shall be obligated to make such prepayment and/or deposit of cash collateral on the date it receives cash proceeds as a result of such disposition or such incurrence of Debt; provided that all payments required to be made pursuant to this Section 3.04(c)(iii) must be made on or prior to the Termination Date. (iv) Each prepayment of Borrowings pursuant to this Section 3.04(c) shall be applied, first, ratably to any ABR Borrowings then outstanding, and, second, to any Eurodollar Borrowings then outstanding, and if more than one Eurodollar Borrowing is then outstanding, to each such Eurodollar Borrowing in order of priority beginning with the Eurodollar Borrowing with the least number of days remaining in the manner set forth Interest Period applicable thereto and ending with the Eurodollar Borrowing with the most number of days remaining in the Interest Period applicable thereto. (v) Each prepayment of Borrowings pursuant to this Section 8.2 3.04(c) shall be applied ratably to the Loans included in the prepaid Borrowings. Prepayments pursuant to this Section 3.04(c) shall be accompanied by accrued interest to the extent required by Section 3.02. (Actions vi) If, at any time, after the receipt by Holdings, the Borrower or any Subsidiary of net cash proceeds from any disposition of property which disposition would require (whether or not such requirement is waived) the Borrower or such Subsidiary to make a mandatory prepayment or an offer to repurchase or redeem in Respect respect of Letters any Permitted Debt in an amount equal to all or a portion of Creditsuch net cash proceeds, then, on the Business Day immediately prior to the date on which such mandatory prepayment or offer in respect of the Permitted Debt would otherwise become due and payable, the Borrower or such Subsidiary shall make a prepayment (and the Aggregate Maximum Credit Amounts of the Lenders shall automatically and permanently reduce) in an amount equal to 105% the lesser of such excess. (b) If at any timeportion of such net cash proceeds, or, if less, the aggregate principal amount of Revolving Credit Outstandings exceeds the aggregate Revolving Credit Commitments at such time, each Borrower shall forthwith prepay first, the Swingline Loans and then the Revolving Loans made to such Borrower then outstanding in an aggregate amount equal to (i) the percentage obtained by dividing the aggregate outstanding principal balance of the Revolving Credit Outstandings owing by such Borrower by the aggregate outstanding principal balance of the Revolving Credit Outstandings owing by all Borrowers multiplied by (ii) the aggregate amount of such excess. If any such excess remains after repayment in full of the aggregate outstanding Swingline Loans and Revolving Loans, each Borrower shall provide cash collateral for its then outstanding Letter of Credit Obligations in the manner set forth in Section 8.2 (Actions in Respect of Letters of Credit) in an amount equal to 105% of (A) the percentage obtained by dividing the aggregate outstanding amount of the Letter of Credit Obligations owing by such Borrower by the aggregate outstanding amount of the Letter of Credit Obligations owing by all Borrowers multiplied by (B) the aggregate amount of such excess.Borrowings.66

Mandatory Prepayments. (ai) If at on any time, date (A) the aggregate unpaid principal amount of any Borrower’s all outstanding Revolving Credit Outstandings exceeds such Borrower’s Revolving Credit Sublimit at such time, such Borrower shall forthwith prepay first, the Loans and Swingline Loans and then plus the Revolving Loans made to such Borrower then outstanding in an aggregate amount equal to such excess. If any such excess remains after repayment in full of the aggregate outstanding Swingline Loans and Revolving Loans made to such Borrower, such Borrower shall provide cash collateral for its then outstanding Letter of Credit Obligations in (to the manner set forth extent not Cash Collateralized pursuant to clause (ii) below or as provided for in Section 8.2 3.07) exceeds the Aggregate Revolving Commitment or (Actions B) the aggregate unpaid principal amount of Swingline Loans exceeds the Swingline Amount, in Respect each such case the Borrower shall immediately prepay the amount of such excess. (ii) If on any date the aggregate amount of all Letter of Credit Obligations shall exceed either (x) the Letter of Credit Commitment or (y) the Aggregate Revolving Commitment, the Borrower shall Cash Collateralize on such date its obligations in respect of Letters of Credit) Credit in an amount equal to 105% of such excess. (b) If at On each date upon which Holdings or any timeof its Subsidiaries receives any proceeds from any incurrence by Holdings or any of its Subsidiaries of Indebtedness for borrowed money (other than Indebtedness for borrowed money permitted to be incurred under Section 8.04 as in effect on the Closing Date), an amount equal to 100% of the Net Debt Proceeds of the respective incurrence of Indebtedness shall be applied on such date as a mandatory repayment of principal of outstanding Term Loans and/or reduction to the Aggregate Revolving Commitment pursuant to Section 2.07(i). Nothing in this paragraph (b) shall be deemed to permit the issuance of any Indebtedness not otherwise permitted under this Agreement. (c) Within two Business Days after Holdings or any of its Subsidiaries receives any proceeds from any Asset Sale, an amount equal to 100% of the Net Sale Proceeds from such Asset Sale shall be applied on such date as a mandatory repayment of principal of outstanding Term Loans and/or as a reduction to the Aggregate Revolving Commitment pursuant to Section 2.07(i), provided that with respect to no more than $2,000,000 in the aggregate of such Net Sale Proceeds in any fiscal year of Holdings, such Net Sale Proceeds shall not give rise to a repayment and/or reduction pursuant to this paragraph (c) to the extent that no Default or Event of Default then exists and Holdings has delivered a certificate to the Administrative Agent on or prior to such date stating that such Net Sale Proceeds shall be used to purchase assets used or to be used in the Borrower's or any of its Subsidiaries' business within 270 days following the date of receipt of the Net Sale Proceeds from such Asset Sale (which certificate shall set forth the estimates of the proceeds to be so expended), and provided further, that if all or any portion of such Net Sale Proceeds are not so reinvested within such 270-day period (or such earlier date, if any, as Holdings or the Borrower determines not to so reinvest such Net Sale Proceeds), such remaining portion shall be applied on the last day of such period (or such earlier date, as the case may be) as a mandatory repayment of principal of outstanding Term Loans and/or as a reduction to the Aggregate Revolving Commitment pursuant to Section 2.07(i). Nothing in this paragraph (c) shall be deemed to permit any Asset Sale not otherwise permitted under this Agreement. (d) Within 10 days following each date upon which Holdings or any of its Subsidiaries receives any cash proceeds from any Recovery Event, an amount equal to 100% of the Net Insurance Proceeds from such Recovery Event shall be applied on such date as a mandatory repayment of principal of outstanding Term Loans and/or as a reduction to the Aggregate Revolving Commitment pursuant to Section 2.07(i), provided that so long as no Default or Event of Default then exists and such Net Insurance Proceeds from such Recovery Event do not exceed $10,000,000, such Net Insurance Proceeds shall not give rise to a repayment and/or reduction pursuant to this paragraph (d) on such date to the extent that Holdings has delivered a certificate to the Administrative Agent on or prior to such date stating that such Net Insurance Proceeds shall be used to replace or restore any properties or assets in respect of which such Net Insurance Proceeds were paid within 365 days following the date of receipt of such Net Insurance Proceeds (which certificate shall set forth the estimates of the Net Insurance Proceeds to be so expended), and provided further, that (i) if the amount of such Net Insurance Proceeds exceeds $10,000,000, then the entire amount of such Net Insurance Proceeds and not just the portion in excess of $10,000,000 shall be applied as provided above in this paragraph (d), and (ii) if all or any portion of such Net Insurance Proceeds are not contractually committed to be used within 280 days after the date of receipt of such Net Insurance Proceeds and are not actually used within 365 days after the date of receipt of such Net Insurance Proceeds to effect such restoration or replacement (or such earlier date, if any, as Holdings or the Borrower determines not to reinvest such Net Insurance Proceeds, such remaining portion shall be applied on the last day of such 280-day or 365-day period, as the case may be (or such earlier date as the case may be), as provided above in this paragraph (d). (e) On each date after the Closing Date upon which Holdings or any of its Subsidiaries receives any cash proceeds from any capital contribution or any sale or issuance of its equity (other than (i) proceeds received by any Subsidiary of the Borrower from equity contributions made by the Borrower or any Subsidiary of the Borrower, (ii) up to $2,000,000 of proceeds in the aggregate in any fiscal year of Holdings from the issuance of shares of Holding Common Stock (including as a result of the exercise of any options to purchase such shares) to officers and employees of Holdings or any of its Subsidiaries, (iii) up to $10,000,000 of proceeds in the aggregate (other than from a registered public equity offering) the proceeds of which are used to fund a Permitted Retained Equity Transaction and (iv) up to $20,000,000 of additional proceeds in the aggregate to the extent made by one or more Permitted Holders and/or other shareholders of Holdings on the Closing Date the proceeds of which are used to fund a Permitted Retained Equity Transaction), an amount equal to 50% of the Net Equity Proceeds of such capital contribution or sale or issuance of equity shall be applied as a mandatory repayment of principal of outstanding Term Loans and/or as a reduction to the Aggregate Revolving Commitment pursuant to Section 2.07(i). (f) On each Excess Cash Payment Date, an amount equal to 75% of the Excess Cash Flow for the relevant Excess Cash Payment Period shall be applied as a mandatory repayment of principal of outstanding Term Loans and/or as a reduction to the Aggregate Revolving Commitment pursuant to Section 2.07(i); provided, however, that the foregoing percentage shall be reduced to 50% if the Consolidated Leverage Ratio is less than 3.75:1.00 on the last day of the Measurement Period for the relevant Excess Cash Payment Period (after giving effect to any repayment of Term Loans on such date). (g) The Borrower shall pay, together with each prepayment made by the Borrower under this Section 2.07, accrued interest on the amount prepaid and any amounts required pursuant to Section 4.04; provided that interest shall be paid in connection with any such prepayment of Base Rate Loans (other than a prepayment in full) on the next occurring Interest Payment Date. (h) Any prepayments pursuant to this Section 2.07 made on a day other than an Interest Payment Date for any Loan shall be applied first to any Base Rate Loans then outstanding and then to Eurodollar Loans with the shortest Interest Periods remaining. (i) Subject to paragraph (j) of this Section 2.07, each repayment of Term Loans pursuant to this Section 2.07 shall be applied to the Tranche A Term Loans and the Tranche B Term Loans on a pro rata basis (based upon the then outstanding principal amount of Tranche A Term Loans and Tranche B Term Loans). Each repayment of principal of any Tranche of Term Loans pursuant to this Section 2.07 shall be applied to reduce the then remaining Scheduled Repayments of the respective Tranche of Term Loans pro rata based upon the then remaining principal amounts of the Scheduled Repayments of the respective Tranche after giving effect to all prior reductions thereto. After all Term Loans have been repaid in full, any amounts required to be applied pursuant to this Section 2.07(i) shall be applied to reduce the Aggregate Revolving Credit Outstandings exceeds Commitment. (j) Notwithstanding anything to the aggregate Revolving Credit Commitments at such timecontrary contained in this Section 2.07, each so long as any Tranche A Term Loans remain outstanding the Borrower shall forthwith prepay firsthave the option, in its sole discretion, to give the B Lenders the option to waive their pro rata share of a mandatory repayment of Tranche B Term Loans which is to be made pursuant to Section 2.07(b), (c), (d), (e) or (f) (each such repayment, a "Waivable Mandatory Repayment") upon the terms and provisions set forth in this Section 2.07(j). If the Borrower elects to exercise the option referred to in the immediately preceding sentence, the Swingline Loans and then Borrower shall give to the Revolving Loans made to such Borrower then outstanding in an aggregate amount equal to (i) the percentage obtained by dividing the aggregate outstanding principal balance Administrative Agent written notice of the Revolving Credit Outstandings owing by Borrower's intention to give the B Lenders the right to waive a Waivable Mandatory Repayment (including in such Borrower by the aggregate outstanding principal balance of the Revolving Credit Outstandings owing by all Borrowers multiplied by (ii) notice, the aggregate amount of such excessproposed repayment) at least five Business Days prior to the date of the proposed repayment, which notice the Administrative Agent shall promptly forward to all B Lenders (indicating in such notice the amount of such repayment to be applied to each such B Lender's outstanding Tranche B Term Loans). The Borrower's offer to permit the B Lenders to waive any such Waivable Mandatory Repayment may apply to all or part of such repayment, provided that any offer to waive part of such repayment must be made ratably to the B Lenders on the basis of their outstanding Tranche B Term Loans. In the event that any such B Lender desires to waive its pro rata share of such B Lender's right to receive any such Waivable Mandatory Repayment in whole or in part, such B Lender shall so advise the Administrative Agent no later than 5:00 P.M. (New York City time) on the date which is two Business Days after the date of such notice from the Administrative Agent, which notice shall also include the amount such B Lender desires to receive in respect of such repayment. If any B Lender does not reply to the Administrative Agent within the two Business Days, such excess B Lender will be deemed not to have waived any part of such repayment. If any B Lender does not specify an amount it wishes to receive, such B Lender will be deemed to have accepted 100% of its share of such repayment. In the event that any such B Lender waives all or any part of its share of any such Waivable Mandatory Repayment, the Administrative Agent shall apply 100% of the amount so waived by such B Lender (1) first, to the outstanding Tranche A Term Loans in accordance with Section 2.07(i) and (2) second, to the extent that any amount remains after repayment the application pursuant to preceding clause (1), to permanently reduce the Aggregate Revolving Commitment. (k) The Borrower shall repay in full all outstanding Loans on the date on which a Change of the aggregate outstanding Swingline Loans and Revolving Loans, each Borrower shall provide cash collateral for its then outstanding Letter of Credit Obligations in the manner set forth in Section 8.2 (Actions in Respect of Letters of Credit) in an amount equal to 105% of (A) the percentage obtained by dividing the aggregate outstanding amount of the Letter of Credit Obligations owing by such Borrower by the aggregate outstanding amount of the Letter of Credit Obligations owing by all Borrowers multiplied by (B) the aggregate amount of such excessControl occurs.

Mandatory Prepayments. (a) If at On such date that is 180 days after the date any timeRestricted Person has Excess Sale Proceeds, to the extent such Excess Sale Proceeds have not been applied in accordance with clause (iii)(x) of Section 7.5(d), the aggregate Borrower will (i) first, prepay a principal amount of any Borrower’s Revolving Credit Outstandings exceeds such Borrower’s Revolving Credit Sublimit at such time, such Borrower shall forthwith prepay first, the Swingline outstanding Term Loans and then the Revolving Loans made to such Borrower then outstanding in an aggregate amount equal to the Excess Sale Proceeds and (ii) next, to the extent such excess. If any such excess remains after repayment in full Excess Sale Proceeds exceed the principal amount of the aggregate outstanding Swingline Loans and Revolving Loans made to such BorrowerTerm Loans, such Borrower shall provide cash collateral for its then outstanding Letter of Credit Obligations permanently reduce the Maximum Revolver Facility Amount in the manner amount of such remaining Excess Sale Proceeds, and if the outstanding principal amount of the Revolver Facility Usage exceeds the resulting Maximum Revolver Facility Amount, repay the Revolver Loans (or provide LC Collateral in the circumstances set forth in Section 8.2 (Actions in Respect of Letters of Credit2.11) in an amount equal to 105% the extent of such excess. (b) If at any timetime any Restricted Person shall incur any Senior Indebtedness, the aggregate Borrower will (i) first, prepay a principal amount of Revolving Credit Outstandings exceeds the aggregate Revolving Credit Commitments at such time, each Borrower shall forthwith prepay first, the Swingline outstanding Term Loans and then the Revolving Loans made to such Borrower then outstanding in an aggregate amount equal to the net cash proceeds (i) the percentage obtained by dividing the aggregate outstanding principal balance net of the Revolving Credit Outstandings owing by underwriters' or purchasers' discounts and commissions, legal, accountancy, registration, or printing fees and expenses and other fees and expenses incurred in connection with such Borrower offering to be paid or reimbursed by the aggregate outstanding principal balance issuer and net of the Revolving Credit Outstandings owing by all Borrowers multiplied by any taxes, if any, paid or payable as a result thereof) of such Senior Indebtedness and (ii) next, to the aggregate extent such net cash proceeds exceed the principal amount of the Term Loans, permanently reduce the Maximum Revolver Facility Amount in the amount of such excess. If any such excess remains after repayment in full remaining net cash proceeds, and if the outstanding principal amount of the aggregate outstanding Swingline Revolver Usage exceeds the resulting Maximum Revolver Facility Amount, repay the Revolver Loans and Revolving Loans, each Borrower shall (or provide cash collateral for its then outstanding Letter of Credit Obligations LC Collateral in the manner circumstances set forth in Section 8.2 (Actions in Respect of Letters of Credit2.11) in an amount equal to 105% of (A) the percentage obtained by dividing the aggregate outstanding amount of the Letter of Credit Obligations owing by such Borrower by the aggregate outstanding amount of the Letter of Credit Obligations owing by all Borrowers multiplied by (B) the aggregate amount extent of such excess. (c) Each partial prepayment of the Term Loans under this Section 2.6 shall be applied to the regular installments of principal due under the Term Notes in the inverse order of their maturities.

Mandatory Prepayments. (a) If at On the next occurring Payment Date following the date on which Lender actually receives any timeNet Proceeds, if Lender is not obligated to make such Net Proceeds available to Borrower or CPLV Tenant for the aggregate principal amount of any Borrower’s Revolving Credit Outstandings exceeds such Borrower’s Revolving Credit Sublimit at such time, such Borrower shall forthwith prepay first, the Swingline Loans and then the Revolving Loans made to such Borrower then outstanding in an aggregate amount equal to such excess. If any such excess remains after repayment in full Restoration of the aggregate Property or otherwise remit such Net Proceeds to Borrower or CPLV Tenant pursuant to Section 6.4 hereof, Borrower authorizes Lender, to apply such Net Proceeds as a prepayment of all or a portion of the outstanding Swingline Loans principal balance of the Loan together with accrued interest and Revolving Loans made to such Borrower, such Borrower shall provide cash collateral for its then outstanding Letter of Credit Obligations in the manner set forth in Section 8.2 (Actions in Respect of Letters of Credit) any other sums due hereunder in an amount equal to 105% one hundred percent (100%) of such excess. Net Proceeds (b) If at any timecollectively, the aggregate principal amount “Mortgage Mandatory Prepayment Amount”); provided, however, if an Event of Revolving Credit Outstandings exceeds Default has occurred and is continuing, Lender may apply such Net Proceeds to the aggregate Revolving Credit Commitments at such timeDebt (until paid in full) in any order or priority in its sole discretion. Other than during the continuance of an Event of Default, each Borrower no Yield Maintenance or other premium shall forthwith prepay firstbe due in connection with any prepayment made pursuant to this Section 2.4.2. Except during the continuance of an Event of Default, any Net Proceeds applied pursuant to this Section 2.4.2 in excess of the Swingline Loans and then the Revolving Loans made to such Borrower then outstanding in an aggregate amount equal to Mortgage Mandatory Prepayment Amount shall be applied as follows: (i) first, to the percentage obtained by dividing the aggregate outstanding principal balance of the Revolving Credit Outstandings owing by such Borrower by the aggregate outstanding principal balance of the Revolving Credit Outstandings owing by all Borrowers multiplied by (ii) the aggregate amount of such excess. If any such excess remains after repayment in full of the aggregate outstanding Swingline Loans and Revolving LoansMezzanine A Lender, each Borrower shall provide cash collateral for its then outstanding Letter of Credit Obligations in the manner set forth in Section 8.2 (Actions in Respect of Letters of Credit) in an amount equal to 105% the Mezzanine A Mandatory Prepayment Amount, to be applied in accordance with the Mezzanine A Loan Documents, (ii) second, to the Mezzanine B Lender, in an amount equal to the Mezzanine B Mandatory Prepayment Amount, to be applied in accordance with the Mezzanine B Loan Documents, (iii) third, to the Mezzanine C Lender, in an amount equal to the Mezzanine C Mandatory Prepayment Amount, to be applied in accordance with the Mezzanine C Loan Documents and (iii) fourth, to Borrower. After the occurrence of and during the continuance of an Event of Default, Lender may apply such Net Proceeds to the Debt (Auntil paid in full) in any order or priority in its sole discretion. Any Net Proceeds remaining after the percentage obtained by dividing Debt has been repaid in full shall be disbursed to Mezzanine A Lender to be applied in accordance with the aggregate outstanding amount of the Letter of Credit Obligations owing by such Borrower by the aggregate outstanding amount of the Letter of Credit Obligations owing by all Borrowers multiplied by (B) the aggregate amount of such excessMezzanine A Loan Agreement.

Mandatory Prepayments. (a) If at [Reserved]. (b) In addition to any timeother mandatory repayments pursuant to this Section 2.13, on each date on or after the aggregate principal amount Closing Date upon which the Borrower or any Restricted Subsidiary receives any cash proceeds from any issuance or incurrence by the Borrower or any Restricted Subsidiary of any Borrower’s Revolving Credit Outstandings exceeds such Borrower’s Revolving Credit Sublimit at such timeIndebtedness for borrowed money (other than Indebtedness permitted to be incurred pursuant to Section 6.04, such Borrower shall forthwith prepay firstother than Permitted External Refinancing Indebtedness and Refinancing Term Loans), the Swingline Loans and then the Revolving Loans made to such Borrower then outstanding in an aggregate amount equal to 100% of the Net Cash Proceeds of the respective issuance or incurrence of such excess. If Indebtedness shall be applied on such date as a mandatory repayment in accordance with the requirements of Section 2.13(g). (c) Unless otherwise agreed by the Required Lenders, in addition to any other mandatory repayments pursuant to this Section 2.13, on each date upon which the Borrower or any Restricted Subsidiary receives (other than in connection with any Disposition to the Borrower or a Subsidiary Guarantor) any cash proceeds from (i) any Non-Core Asset Sale, an amount equal to 100% of the Net Sale Proceeds therefrom shall be applied on such date as a mandatory repayment in accordance with the requirements of Section 2.13(g), (ii) any Disposition of (A) any Bulk MSR (other than any such excess remains after repayment Disposition required by the following clause (iii) hereof) and/or (B) any Asset Sale, in full of the aggregate outstanding Swingline Loans and Revolving Loans made to such Borrowereach case, such Borrower shall provide cash collateral for its then outstanding Letter of Credit Obligations in the manner set forth in Section 8.2 (Actions in Respect of Letters of Credit) in an amount equal to 10580% of the Net Sale Proceeds therefrom shall be applied on such excessdate as a mandatory repayment in accordance with the requirements of Section 2.13(g), or (iii) any Disposition on or prior to February 15, 2018 of Government Sponsored Entity-related Bulk MSR, an amount equal to the sum of (A) 80% of the gross proceeds therefrom (excluding the proceeds of the Disposition of any related Servicing Advances) and (B) 80% of the Net Sale Proceeds of the Servicing Advances related to the Bulk MSR subject to such Disposition shall be applied on such date as a mandatory repayment in accordance with the requirements of Section 2.13(g). (bd) If at In addition to any timeother mandatory repayments pursuant to this Section 2.13, the aggregate principal amount of Revolving Credit Outstandings exceeds the aggregate Revolving Credit Commitments at such timeon each Excess Cash Flow Payment Date, each Borrower shall forthwith prepay first, the Swingline Loans and then the Revolving Loans made to such Borrower then outstanding in an aggregate amount equal to the remainder of (if positive) (i) the percentage obtained by dividing the aggregate outstanding principal balance Applicable Excess Cash Flow Prepayment Percentage of the Revolving Credit Outstandings owing by such Borrower by Excess Cash Flow for the aggregate outstanding principal balance of the Revolving Credit Outstandings owing by all Borrowers multiplied by related Excess Cash Flow Payment Period minus (ii) the aggregate amount of principal prepayments of Loans to the extent (and only to the extent) that such excess. If any such excess remains after prepayments were made as a voluntary prepayment pursuant to Section 2.12(a) other than with proceeds of asset sales (other than from sales of inventory in the ordinary course of business), sales or issuances of Equity Interests, capital contributions, insurance or condemnation events or Indebtedness or other proceeds that would not be included in Adjusted Consolidated Net Income during the relevant Excess Cash Flow Payment Period minus (iii) the face value of Term Loans assigned to or purchased by the Borrower pursuant to Section 9.04(l) during the relevant Excess Cash Flow Payment Period, shall be applied as a mandatory repayment in full accordance with the requirements of Section 2.13(g); provided that the aggregate outstanding Swingline Loans and Revolving Loans, each Borrower amount required to be applied as a mandatory prepayment pursuant to this Section 2.13(d) for any Excess Cash Flow Payment Period shall provide cash collateral for its then outstanding Letter of Credit Obligations in the manner set forth in Section 8.2 (Actions in Respect of Letters of Credit) in not exceed an amount equal to 105(x) 75% of the Excess Cash Flow for such Excess Cash Flow Payment Period minus (Ay) the percentage obtained by dividing the aggregate outstanding amount scheduled installments of principal due in respect of the Letter of Credit Obligations owing by such Borrower by Term Loans under Section 2.11(a) paid during the aggregate outstanding amount of the Letter of Credit Obligations owing by all Borrowers multiplied by (B) the aggregate amount of such excess.related

Mandatory Prepayments. (ai) If Subject to the provisions of the Intercreditor Agreement and any pro rata payment treatment therein, unless otherwise instructed in writing by the DOE, the Borrower shall prepay the Advances upon the occurrence of any of the following events (each, a "Mandatory Prepayment Event") and in the prepayment amounts set forth below (such amounts, the "Mandatory Prepayment Amounts"): (A) with the amounts received by the Borrower of any performance liquidated damages paid under any Major Project Document that exceed the amount required, as reasonably determined by DOE, to pay to construct, repair or restore the Project, to the extent required to achieve the Debt Service Coverage Ratio set forth in the Execution Date Base Case Financial Model; (B) with the amounts received by the Borrower in respect of any of delay liquidated damages paid under any Major Project Document that exceed the amount required, as reasonably determined by the Borrower and agreed by DOE, to pay Project Costs, Operating Costs or Capital Expenditures during the period of the applicable delay, such excess amount, but solely to the extent such excess amount is greater than one million Dollars ($1,000,000) individually or five million Dollars ($5,000,000) in the aggregate in any Fiscal Year; (C) with the amounts received by the Borrower constituting Loss Proceeds, to the extent (and promptly following determination that) prepayment is required in accordance with Section 7.04 (Event of Loss), such required amount; (D) with the amounts received by the Borrower of any amount as a result of the termination or repudiation of any Major Project Document that exceeds the reasonable out-of-pocket costs incurred by the Borrower to replace such Major Project Document, such excess amount, but solely to the extent such excess amount is greater than one million Dollars ($1,000,000); (E) with the amounts received by the Borrower of any amount as a result of a breach of any Project Document (other than termination or repudiation) that exceeds the amount reasonably necessary to remedy the breach, such excess amount, but solely to the extent such excess amount is greater than one million Dollars ($1,000,000); (F) with the amounts received by the Borrower in respect of any Permitted Disposition in a single transaction or a series of related transactions, that portion of the Net Amount of the proceeds of such Permitted Disposition that is not applied (or reasonably expected to be applied) to the acquisition of replacement assets, but solely to the extent such excess amount is greater than one million Dollars ($1,000,000) individually or five million Dollars ($5,000,000) in the aggregate in any Fiscal Year; (G) at the discretion of DOE, on any Payment Date, all funds on deposit in the Restricted Payment Suspense Account if no transfer or distribution of such funds has occurred in the preceding four (4) consecutive Payment Dates; (H) on each Payment Date following the First Principal Payment Date, the percentage specified below of all funds on deposit in the Excess Cash Account prior to any transfers to the Restricted Payment Suspense Account as of such Payment Date (such funds, "Excess Cash" and such prepayment, the "Cash Sweep Mandatory Prepayment"), calculated as of each Payment Date as follows and after giving effect to all other withdrawals and transfers required to be made on such Payment Date pursuant to the Accounts Agreement: (i) if the Debt Service Coverage Ratio is equal to or greater than 1.70:1.00, 25%; (ii) if the Debt Service Coverage Ratio is equal to or greater than 1.50:1.00 and less than 1.70:1.00, 50%; (I) on the Project Completion Date, in the event that upon (I) the specified pre-completion performance levels set forth in the Reliability Testing Plan have not been achieved in accordance with the Project Milestone Schedule; or (II) any specified long-term performance levels have not been achieved by the corresponding longstop dates, the amount required such that the Debt Service Coverage Ratio is equal to or greater than 1.70:1.00; (J) a sum equal to any Excess Advance Amount as of any Quarterly Reporting Date; (K) a sum equal to any Excess Guaranteed Loan Amount as of any date; (L) a sum equal to such Issuance Proceeds received by the Borrower as of any date; (M) upon the determination by DOE that any Applicable Law has made it unlawful or impossible for FFB to make Advances or maintain the Guaranteed Loan or any portion thereof, or DOE to guarantee or commit to guarantee FFB the amount of any Advance or to reimburse FFB pursuant to the FFB Documents, or otherwise renders unlawful the performance by DOE or FFB of their respective obligations under the Financing Documents, a sum equal to all outstanding Advances and all other Secured Obligations under the Guaranteed Loan; (N) one hundred percent (100%) of any Extraordinary Amount received by the Borrower in excess of five million Dollars ($5,000,000) during any Fiscal Year, a sum equal to such Extraordinary Amount; (O) if the Base Case Financial Model shows that a portion of the Guaranteed Loan is required to be prepaid in order for the Debt Sizing Parameters to be satisfied immediately upon Project Completion, the Borrower shall prepay such portion of the Guaranteed Loan in the amount necessary to satisfy such parameters; provided, however that (i) the Project Completion Date shall not occur until the Borrower has made this prepayment; and (ii) any prepayment pursuant to this clause (i) will reduce the Base Equity Commitment (other than to the extent of pre-completion costs projected to become due and payable up to the Project Completion Date) and, to the extent that the available amount of the Base Equity Commitment is not sufficient to make the required prepayment, the Contingent Equity Commitment, in each case, to the extent of the funds actually contributed to the Borrower to fund such prepayment; and (P) upon the occurrence or non-occurrence of any event the result of which is that a project that was previously an Eligible Project no longer qualified as an Eligible Project the Borrower shall prepay such portion of the Guaranteed Loan in the amount equal to the sum of the disbursements to the Borrower related to such project plus any capitalized interest related to such amount plus fees and costs incurred by DOE related to such project. (ii) Any Mandatory Prepayments shall be made on the Intended Prepayment Date set forth in the relevant Prepayment Election Notice delivered pursuant to this Section 3.05 (Prepayments), which Intended Prepayment Dates shall be the date required for such Mandatory Prepayment pursuant to this Section 3.05(c) (Mandatory Prepayments) but in no event later than fifteen (15) Business Days after the occurrence of such Mandatory Prepayment Event (unless DOE otherwise consents). (iii) With respect to any Mandatory Prepayment Event, at any time prior to Project Completion or, following Project Completion, to the extent that the Restricted Payment Conditions are not satisfied as of the immediately preceding Payment Date or are not expected to be satisfied as of the next Payment Date, during the period commencing on the date DOE received notice of such Mandatory Prepayment Event and ending on the Intended Prepayment Date, DOE may direct the Borrower in writing to transfer funds equal to the corresponding Mandatory Prepayment Amount due and owing to the Prepayment Reserve Account to be utilized in accordance with the Accounts Agreement, and upon such transfer the obligation of the Borrower to make such prepayment shall be waived up to the amount of such transferred funds. DOE may at any time, in its discretion, elect to apply funds on deposit in the aggregate principal amount of any Borrower’s Revolving Credit Outstandings exceeds such Borrower’s Revolving Credit Sublimit at such time, such Borrower shall forthwith prepay first, the Swingline Loans and then the Revolving Loans made Prepayment Reserve Account to such Borrower then outstanding in an aggregate amount equal to such excess. If any such excess remains after repayment in full prepayment of the aggregate outstanding Swingline Loans and Revolving Loans made to such Borrower, such Borrower shall provide cash collateral for its then outstanding Letter of Credit Obligations Guaranteed Loan in accordance with the manner set forth in Section 8.2 (Actions in Respect of Letters of Credit) in an amount equal to 105% of such excessAccounts Agreement. (b) If at any time, the aggregate principal amount of Revolving Credit Outstandings exceeds the aggregate Revolving Credit Commitments at such time, each Borrower shall forthwith prepay first, the Swingline Loans and then the Revolving Loans made to such Borrower then outstanding in an aggregate amount equal to (i) the percentage obtained by dividing the aggregate outstanding principal balance of the Revolving Credit Outstandings owing by such Borrower by the aggregate outstanding principal balance of the Revolving Credit Outstandings owing by all Borrowers multiplied by (ii) the aggregate amount of such excess. If any such excess remains after repayment in full of the aggregate outstanding Swingline Loans and Revolving Loans, each Borrower shall provide cash collateral for its then outstanding Letter of Credit Obligations in the manner set forth in Section 8.2 (Actions in Respect of Letters of Credit) in an amount equal to 105% of (A) the percentage obtained by dividing the aggregate outstanding amount of the Letter of Credit Obligations owing by such Borrower by the aggregate outstanding amount of the Letter of Credit Obligations owing by all Borrowers multiplied by (B) the aggregate amount of such excess.

Mandatory Prepayments. (ai) [Reserved]. (ii) [Reserved]. (iii) [Reserved]. (iv) [Reserved]. (v) [Reserved]. (vi) [Reserved]. (vii) If the Administrative Agent notifies the Borrower that the Revolving Credit Exposure at any timesuch time exceeds an amount equal to 100% of the Revolving Credit Commitments then in effect within two (2) Business Days after receipt of such notice, the aggregate principal amount of any Borrower’s Borrower shall prepay Revolving Credit Outstandings exceeds such Borrower’s Revolving Credit Sublimit at such time, such Borrower shall forthwith prepay first, the Swingline Loans and then the Revolving Loans made to such Borrower then outstanding in an aggregate amount equal sufficient to reduce such excess. If any amount outstanding as of such excess remains after repayment in full date of payment to an amount not to exceed 100% of the aggregate outstanding Swingline Loans and Revolving Loans made to Credit Commitments. (viii) If the Administrative Agent notifies the Borrower that the Revolving Credit Exposure denominated in Alternative Currencies at such Borrower, such Borrower shall provide cash collateral for its then outstanding Letter of Credit Obligations in the manner set forth in Section 8.2 (Actions in Respect of Letters of Credit) in time exceeds an amount equal to 105100% of the Alternative Currency Sublimit then in effect then within two (2) Business Days after receipt of such excess. (b) If at any timenotice, the aggregate principal amount of Borrower shall prepay Revolving Credit Outstandings exceeds the aggregate Revolving Credit Commitments at such time, each Borrower shall forthwith prepay first, the Swingline Loans and then the Revolving Loans made to such Borrower then outstanding in an aggregate amount equal sufficient to reduce such amount outstanding as of such date of payment to an amount not to exceed 100% of the Alternative Currency Sublimit. (ix) With respect to each prepayment of Revolving Credit Loans and Extended Revolving Credit Loans elected by the Borrower pursuant to Section 2.05(a), the Borrower may designate (i) the percentage obtained by dividing Class and Types of Loans that are to be prepaid and the aggregate outstanding principal balance of the Revolving Credit Outstandings owing by such Borrower by the aggregate outstanding principal balance of the Revolving Credit Outstandings owing by all Borrowers multiplied by specific Borrowing(s) pursuant to which made and (ii) the aggregate amount Revolving Credit Loans or Extended Revolving Credit Loans to be prepaid; provided that (x) Eurocurrency Rate Loans may be designated for prepayment pursuant to this Section 2.05(b) only on the last day of an Interest Period applicable thereto unless all Eurocurrency Rate Loans with Interest Periods ending on such date of required prepayment and all Base Rate Loans have been paid in full; (y) each prepayment of any Loans made pursuant to a Borrowing shall be applied pro rata among such Loans of such excess. If Class (except that any such excess remains after repayment prepayment made in full connection with a reduction of the aggregate outstanding Swingline Loans and Revolving Loans, each Borrower Commitments of such Class pursuant to Section 2.06 shall provide cash collateral for its then outstanding Letter of Credit Obligations in be applied pro rata based on the manner set forth in Section 8.2 (Actions in Respect of Letters of Credit) in an amount equal to 105% of (A) the percentage obtained by dividing the aggregate outstanding amount of the Letter reduction in the Commitments of such Class of each applicable Lender); and (z) notwithstanding the provisions of the preceding clause (y), at the option of the Borrower, no prepayment made pursuant to Section 2.05(a) of Revolving Credit Obligations owing by such Borrower Loans or Extended Revolving Credit Loans shall be applied to the Loans of any Defaulting Lender. In the absence of a designation by the aggregate outstanding Borrower as described in the preceding sentence, the Administrative Agent shall, subject to the above, make such designation in a manner that minimizes the amount of any payments required to be made by the Letter of Credit Obligations owing by all Borrowers multiplied by (B) the aggregate amount of such excessBorrower pursuant to Section 3.05.

Mandatory Prepayments. (a) If at any time, the aggregate principal amount Paragraph (d) of any Borrower’s Revolving Credit Outstandings exceeds such Borrower’s Revolving Credit Sublimit at such time, such Borrower shall forthwith prepay first, the Swingline Loans and then the Revolving Loans made to such Borrower then outstanding in an aggregate amount equal to such excess. If any such excess remains after repayment in full Clause 8.3 (Mandatory Prepayments from Receipts) of the aggregate outstanding Swingline Loans Senior Facilities Agreement shall be amended so that a semicolon is inserted at the end of paragraph (iii) and Revolving Loans made after paragraph (iii) the following is inserted: “provided that, notwithstanding sub-paragraphs (i), (ii) and (iii) above, in relation to such Borrower, such Borrower shall provide cash collateral for its then outstanding Letter a Listing of Credit Obligations the Parent as contemplated in the manner set forth in Section 8.2 (Actions in Respect Consent Letter the only obligation of Letters Bidco is to procure a prepayment of Credit) in the Facilities within 5 Business Days of the receipt of the proceeds of such Listing of an amount equal equivalent to 105% the lesser of: (i) EUR 150,000,000; or (ii) an amount applied in prepayment of the Facilities so that immediately following such prepayment the Total Leverage Ratio as at the last day of the Quarter Period immediately preceding the date of the Listing (but after giving effect to the application of the proceeds of such excessListing) for the 12 month period on such date would be 2.5:1, in each case, with any proceeds in excess thereof being, at Bidco’s option, applied in prepayment of the Facilities or retained on the balance sheet of the Parent up to an amount so that immediately following such prepayment or application the Total Leverage Ratio as at the last day of the Quarter Period immediately preceding the date of the Listing (but after giving effect to the prepayment and any cash or Cash Equivalents that remain on the balance sheet of the Parent from the proceeds of such Listing) for the 12 month period ending on such date would be 2.5:1 or, at Bidco’s discretion, less.” (b) If at any timeIn respect of paragraph (d) of Clause 8.3 (Mandatory Prepayments from Receipts) of the Senior Facilities Agreement, the aggregate principal amount of Revolving Credit Outstandings exceeds paragraph immediately following sub-paragraph (iii) shall be deleted and replaced with the aggregate Revolving Credit Commitments at such time, each Borrower shall forthwith prepay first, the Swingline Loans and then the Revolving Loans made to such Borrower then outstanding in an aggregate amount equal to (i) the percentage obtained by dividing the aggregate outstanding principal following: “Any balance of the Revolving Credit Outstandings owing by such Borrower proceeds not required to be prepaid or retained on the balance sheet in accordance with the above shall be available for use by the aggregate outstanding principal balance of the Revolving Credit Outstandings owing Group for purposes not prohibited by all Borrowers multiplied by (ii) the aggregate amount of such excess. If this Agreement or to prepay any such excess remains after repayment in full of the aggregate outstanding Swingline Loans cash pay debt and Revolving Loans, each Borrower shall provide cash collateral for its then outstanding Letter of Credit Obligations in the manner set forth in Section 8.2 (Actions in Respect of Letters of Credit) in an amount equal to 105% of (A) the percentage obtained by dividing the aggregate outstanding amount of the Letter of Credit Obligations owing by such Borrower by the aggregate outstanding amount of the Letter of Credit Obligations owing by all Borrowers multiplied by (B) the aggregate amount of such excesssubordinated debt.”

Mandatory Prepayments. (ai) If Subject to Section 5 and Section 7, if, at any time, the aggregate principal amount Asset Coverage Ratio as stated on the most recent Valuation Statement is less than 200% or if a Responsible Officer of any Borrower’s Revolving Credit Outstandings exceeds such Borrower’s Revolving Credit Sublimit at such timethe Borrower becomes aware intra-month that the Asset Coverage Ratio is less than 200%, such the Borrower shall forthwith prepay first, immediately apply in accordance with the Swingline Loans and then the Revolving Loans made to such Borrower then outstanding in an aggregate amount equal to such excess. If any such excess remains after repayment in full of the aggregate outstanding Swingline Loans and Revolving Loans made to such Borrower, such Borrower shall provide cash collateral for its then outstanding Letter of Credit Obligations in the manner procedures set forth in Section 8.2 2(l) all of the Collections in the Custody Account or any Subsidiary Custody Account to repay the outstanding Loans until the Asset Coverage Ratio after such payments exceeds 215%; provided that (Actions x) the Borrower may retain no more than $250,000 in Respect the Custody Account and all Subsidiary Accounts, taken together, to be used exclusively for the payment of Letters the Borrower’s and any Permitted Subsidiary’s operating expenses and (y) for administrative convenience only, the Borrower shall not be obligated to make payments to the Lenders under this Section unless the aggregate amount of Creditthe payments being made on a given date exceeds $50,000. Any amounts paid in accordance with this Section 2(f)(i) shall be applied first, to reduce the outstanding Revolving Loans, and then, to reduce the Term Loans. (ii) Subject to Section 5 and Section 7, if at any time, the Modified Asset Coverage Ratio as stated on the most recent Valuation Statement or if a Responsible Officer of the Borrower becomes aware intra-month that the Modified Asset Coverage Ratio is less than 150%, the Borrower shall immediately apply in accordance with the procedures set forth in Section 2(l) all of the Collections in the Custody Account or any Subsidiary Custody Account to repay the outstanding Loans until the Modified Asset Coverage Ratio after such payments exceeds 165%; provided that (x) the Borrower may retain no more than $250,000 in the Custody Account and all Subsidiary Accounts, taken together, to be used exclusively for the payment of the Borrower’s and any Permitted Subsidiary’s operating expenses and (y) for administrative convenience only, the Borrower shall not be obligated to make payments to the Lenders under this Section unless the aggregate amount of the payments being made on a given date exceeds $50,000. Any amounts paid in accordance with this Section 2(f)(ii) shall be applied first, to reduce the outstanding Revolving Loans, and then, to reduce the Term Loans. (iii) The Borrower will give written notice to the Agent at least thirty (30) days prior to the occurrence of a Change of Control, which notice shall (A) state the expected effective date of such Change of Control, (B) contain an offer to repay the Loans and all other Obligations hereunder in full as of the effective date of such Change of Control in an amount equal to 105% the sum of (x) the product of (1) 101%, times (2) the principal amount of the outstanding Loans, plus (y) all accrued but unpaid interest on the principal amount of the outstanding Loans, and (C) set forth the calculation of the payment described under the preceding subclause (B). Notwithstanding the foregoing, any notice of a Change of Control may state that the offer to repay the Loans in accordance with this Section 2(f)(iii) is conditioned upon the effectiveness of the Change of Control, in which case such notice may be revoked by the Borrower (by notice to the Agent on or prior to the specified effective date) if such condition is not satisfied. Within ten (10) days following the receipt of such excessnotice, the Agent, on behalf of the Lenders, shall notify the Borrower in writing whether the Lenders accept the offer of repayment of the Loans as set forth herein and, to the extent necessary, provide the Borrower with the Agent’s calculation of the repayment amount due under this Section 2(f)(iii), which calculations shall be conclusive absent manifest error. In the event the Lenders accept the Borrower’s offer to repay the Loans in accordance with this Section 2(f)(iii), the Borrower shall so repay the Loans and all other Obligations in full in accordance with the agreed upon calculations on the effective date of such Change of Control. In the event the Lenders reject the Borrower’s offer to repay the Loans in accordance with Section 2(f)(iii), the Loans and all other Obligations shall remain outstanding and the Transaction Documents shall remain in full force and effect. Each Lender’s determination to accept or reject the Borrower’s offer to repay the Loans as set forth herein shall be made in such ▇▇▇▇▇▇’s sole discretion. (biv) If at any time, the aggregate principal amount of Revolving Credit Outstandings exceeds the aggregate Revolving Credit Commitments at such time, each The Borrower shall forthwith prepay first, repay any Temporary Revolving Loan within sixty (60) days following the Swingline Loans and then the Revolving Loans made to such Borrower then outstanding in an aggregate amount equal to (i) the percentage obtained by dividing the aggregate outstanding principal balance of the Revolving Credit Outstandings owing by such Borrower by the aggregate outstanding principal balance of the Revolving Credit Outstandings owing by all Borrowers multiplied by (ii) the aggregate amount of such excess. If any such excess remains after repayment in full of the aggregate outstanding Swingline Loans and Revolving Loans, each Borrower shall provide cash collateral for its then outstanding Letter of Credit Obligations in the manner set forth in Section 8.2 (Actions in Respect of Letters of Credit) in an amount equal to 105% of (A) the percentage obtained by dividing the aggregate outstanding amount of the Letter of Credit Obligations owing by such Borrower by the aggregate outstanding amount of the Letter of Credit Obligations owing by all Borrowers multiplied by (B) the aggregate amount of such excessapplicable Borrowing Date.

Mandatory Prepayments. (ai) If at If, after giving effect to any timetermination or reduction of the Aggregate Maximum Credit Amounts pursuant to Section 2.06(b), the aggregate principal amount of any Borrower’s total Revolving Credit Outstandings Exposures exceeds such Borrower’s Revolving Credit Sublimit at such timethe total Commitments, such then the Borrower shall forthwith prepay first, the Swingline Loans and then Borrowings on the Revolving Loans made to date of such Borrower then outstanding termination or reduction in an aggregate principal amount equal to such excess. If , and if any such excess remains after repayment in full prepaying all of the aggregate outstanding Swingline Loans and Borrowings as a result of an LC Exposure, Cash Collateralize such excess as provided in Section 2.08(i). (ii) Upon any redetermination of or adjustment to the amount of the Borrowing Base in accordance with Section 2.07 or Section 8.13(c), if the total Revolving Loans made to such BorrowerCredit Exposures exceeds the redetermined or adjusted Borrowing Base, such then the Borrower shall provide cash collateral for its then outstanding Letter of Credit Obligations in either: (A) prepay the manner set forth in Section 8.2 (Actions in Respect of Letters of Credit) Borrowings in an aggregate principal amount equal to 105% such excess and if any excess remains after prepaying all of the Borrowings as a result of an LC Exposure, Cash Collateralized such excessexcess as provided in Section 2.08(i); or (B) pledge additional collateral not included in the most recent Reserve Report to the Administrative Agent having a fair market value equal to at least the amount of the deficiency or otherwise satisfactory to the Administrative Agent such that the total Revolving Credit Exposures are less than or equal to the Borrowing Base as redetermined or adjusted; or (C) prepay the Borrowings in an aggregate principal amount equal to such excess (and if any excess remains after prepaying all of the Borrowings as a result of an LC Exposure, Cash Collateralize such excess as provided in Section 2.08(i)) in not more than six (6) equal monthly installments plus accrued interest thereon. The Borrower shall be obligated to make such prepayment and/or Cash Collateralize such excess pursuant to clause (A), pledge of collateral pursuant to clause (B) or first monthly prepayment pursuant to clause (C) within thirty (30) days following its receipt of the New Borrowing Base Notice in accordance with Section 2.07(d) or the date the adjustment occurs; provided that all payments required to be made pursuant to this Section 3.04(c)(ii) must be made on or prior to the Termination Date. (biii) If at Upon any timeadjustments to the Borrowing Base pursuant to Section 9.12, if the total Revolving Credit Exposures exceeds the Borrowing Base as adjusted, then the Borrower shall (a) prepay the Borrowings in an aggregate principal amount of Revolving Credit Outstandings exceeds the aggregate Revolving Credit Commitments at such time, each Borrower shall forthwith prepay first, the Swingline Loans and then the Revolving Loans made equal to such Borrower then outstanding in an aggregate amount equal to excess, and (ib) the percentage obtained by dividing the aggregate outstanding principal balance of the Revolving Credit Outstandings owing by such Borrower by the aggregate outstanding principal balance of the Revolving Credit Outstandings owing by all Borrowers multiplied by (ii) the aggregate amount of such excess. If if any such excess remains after repayment in full prepaying all of the aggregate outstanding Swingline Loans and Revolving LoansBorrowings as a result of an LC Exposure, each Cash Collateralize such excess as provided in Section 2.08(i). The Borrower shall provide be obligated to make such prepayment and/or Cash Collateralize such excess on the date it or any Subsidiary receives proceeds as a result of such disposition; provided that all payments required to be made pursuant to this Section 3.04(c)(iii) must be made on or prior to the Termination Date. (iv) If a Borrowing Base Deficiency exists, or during an Event of Default, the Borrower shall prepay the Borrowings with all net cash collateral for its proceeds received from sales and other dispositions of Properties. (v) Each prepayment of Borrowings pursuant to this Section 3.04(c) shall be applied, first, ratably to any ABR Borrowings then outstanding Letter outstanding, and, second, to any Eurodollar Borrowings then outstanding, and if more than one Eurodollar Borrowing is then outstanding, to each such Eurodollar Borrowing in order of Credit Obligations priority beginning with the Eurodollar Borrowing with the least number of days remaining in the manner set forth Interest Period applicable thereto and ending with the Eurodollar Borrowing with the most number of days remaining in the Interest Period applicable thereto. (vi) Each prepayment of Borrowings shall be applied ratably to the Loans of each Lender included in the prepaid Borrowings. Prepayment pursuant to this Section 8.2 (Actions in Respect of Letters of Credit3.04(c) in an amount equal shall be accompanied by accrued interest to 105% of (A) the percentage obtained extent required by dividing the aggregate outstanding amount of the Letter of Credit Obligations owing by such Borrower by the aggregate outstanding amount of the Letter of Credit Obligations owing by all Borrowers multiplied by (B) the aggregate amount of such excessSection 3.02.

Mandatory Prepayments. (ai) If at If, after giving effect to any timetermination or reduction of the Aggregate Maximum Credit Amounts pursuant to Section 2.06(b), the aggregate principal amount of any Borrower’s total Revolving Credit Outstandings Exposures exceeds such Borrower’s Revolving Credit Sublimit at such timethe total Commitments, such then the Borrower shall forthwith (A) prepay first, the Swingline Loans and then Borrowings on the Revolving Loans made to date of such Borrower then outstanding termination or reduction in an aggregate principal amount equal to such excess. If , and (B) if any such excess remains after repayment in full prepaying all of the aggregate outstanding Swingline Loans and Borrowings as a result of an LC Exposure, Cash Collateralize such excess as provided in Section 2.08(i). (ii) Upon any redetermination of or adjustment to the amount of the Borrowing Base in accordance with Section 2.07 (other than pursuant to Section 2.07(e)) or Section 8.13, if the total Revolving Loans made to such BorrowerCredit Exposures exceeds the redetermined or adjusted Borrowing Base, such then the Borrower shall provide cash collateral for its then outstanding Letter of Credit Obligations in (A) prepay the manner set forth in Section 8.2 (Actions in Respect of Letters of Credit) Borrowings in an aggregate principal amount equal to 105% of such excess, and (B) if any excess remains after prepaying all of the Borrowings as a result of an LC Exposure, Cash Collateralize such excess as provided in Section 2.08(i). The Borrower shall be obligated to make such prepayment and/or Cash Collateralize such excess (A) in the case of a redetermination pursuant to Section 2.07 (other than pursuant to Section 2.07(e)), no later than the date that is 90 days following the date it receives the New Borrowing Base Notice in accordance with Section 2.07(d); and (B) in the case of adjustment pursuant to Section 8.13, on the date the adjustment occurs; provided that all payments required to be made pursuant to this Section 3.04(c)(ii) must be made on or prior to the Termination Date. (biii) If at Upon any timeadjustments to the Borrowing Base pursuant to Section 2.07(e) or Section 9.11(d), if the total Revolving Credit Exposures exceeds the Borrowing Base as adjusted, then the Borrower shall (A) prepay the Borrowings in an aggregate principal amount of Revolving Credit Outstandings exceeds the aggregate Revolving Credit Commitments at such time, each Borrower shall forthwith prepay first, the Swingline Loans and then the Revolving Loans made equal to such Borrower then outstanding in an aggregate amount equal to excess, and (iB) the percentage obtained by dividing the aggregate outstanding principal balance of the Revolving Credit Outstandings owing by such Borrower by the aggregate outstanding principal balance of the Revolving Credit Outstandings owing by all Borrowers multiplied by (ii) the aggregate amount of such excess. If if any such excess remains after repayment in full prepaying all of the aggregate outstanding Swingline Loans and Revolving LoansBorrowings as a result of an LC Exposure, each Cash Collateralize such excess as provided in Section 2.08(i). The Borrower shall provide cash collateral for its then outstanding Letter of Credit Obligations in the manner set forth in Section 8.2 (Actions in Respect of Letters of Credit) in an amount equal be obligated to 105% of make such prepayment and/or Cash Collateralize such excess (A) in the percentage obtained by dividing case of an adjustment to the aggregate outstanding amount of Borrowing Base pursuant to Section 2.07(e), on the Letter of Credit Obligations owing by such Borrower by date the aggregate outstanding amount of the Letter of Credit Obligations owing by all Borrowers multiplied by adjustment occurs and (B) in the aggregate amount case of an adjustment to the Borrowing Base pursuant to Section 9.11(d), on the date that the relevant sale or other disposition occurs; provided that all payments required to be made pursuant to this Section 3.04(c)(iii) must be made on or prior to the Termination Date. (iv) Each prepayment of Borrowings pursuant to this Section 3.04(c) shall be applied, first, ratably to any ABR Borrowings then outstanding, and, second, to any Eurodollar Borrowings then outstanding, and if more than one Eurodollar Borrowing is then outstanding, to each such excessEurodollar Borrowing in order of priority beginning with the Eurodollar Borrowing with the least number of days remaining in the Interest Period applicable thereto and ending with the Eurodollar Borrowing with the most number of days remaining in the Interest Period applicable thereto. (v) Each prepayment of Borrowings pursuant to this Section 3.04(c) shall be applied ratably to the Loans included in the prepaid Borrowings. Prepayments pursuant to this Section 3.04(c) shall be accompanied by accrued interest to the extent required by Section 3.02.

Mandatory Prepayments. (a) If at any timetime (whether as a result of a temporary or permanent reduction in Commitments pursuant to Section 2.7, a change in the Consolidated Borrowing Base or otherwise), (i) the aggregate principal amount of any Borrower’s all Revolving Credit Outstandings Loans outstanding exceeds such Borrower’s the lesser of (x) the Consolidated Borrowing Base then in effect and (y) the aggregate amount of the Revolving Credit Sublimit at such timeCommitments of all Banks, such Borrower Operating Subsidiary shall forthwith immediately prepay first, the Swingline Loans and then the Revolving Loans made in an amount at least equal to such Borrower then excess, or (ii) the aggregate principal amount of all Term A Loans outstanding exceeds the aggregate amount of the Term A Commitments of all Banks, Operating Subsidiary shall immediately prepay the Term A Loans in an amount at least equal to such excess, or (iii) the aggregate principal amount of all Term B Loans outstanding exceeds the aggregate amount of the Term B Commitments of all Banks, Mexico Subsidiary shall immediately prepay the Term B Loans in an amount at least equal to such excess. If any All such excess remains after repayment in full mandatory prepayments shall be accompanied by, and such Borrower shall pay, interest thereon which has accrued until the date of payment thereof. (b) By 11:00 A.M. (San Antonio time) on the aggregate outstanding Swingline Loans and Revolving Loans made to such Borrowerdate that a mandatory prepayment is required under Section 2.8(a), such Borrower shall provide cash collateral for its then select which outstanding Letter Loans (indicating the Class and Type) are to be prepaid and shall notify the Agent thereof. Such notice shall not be revocable by such Borrower. By 12:00 noon (San Antonio time) on the date of Credit Obligations in the manner set forth in Section 8.2 (Actions in Respect of Letters of Credit) in an amount equal to 105% receipt of such excessnotice, the Agent shall notify each Bank of the contents thereof and of such Bank's ratable share of such prepayment. Each such prepayment shall be applied to prepay ratably the respective Loans so selected. (bc) As provided in Section 2.2(d), such Borrower shall immediately prepay the principal of, and accrued interest on, portions of Borrowings funded by the Agent as to which and to the extent a Bank has not funded its pro rata portion. (d) If at any time, Parent Company issues or sells any Indebtedness permitted under Section 6.2(y), Operating Subsidiary shall immediately prepay the aggregate principal amount of Revolving Credit Outstandings exceeds Term A Loans in amounts equal to, in the aggregate Revolving Credit Commitments at such time, each Borrower shall forthwith prepay firstaggregate, the Swingline Loans and then net cash proceeds received for such issuance or sale. Such prepayment shall be applied to the Revolving Loans made to such Borrower then outstanding in an aggregate amount equal to (i) the percentage obtained by dividing the aggregate outstanding payment of principal balance of the Revolving Credit Outstandings owing by Term A Notes. Each such Borrower by the aggregate outstanding principal balance prepayment with respect of the Revolving Credit Outstandings owing by all Borrowers multiplied by (ii) Term A Loans shall be applied, to the aggregate amount unpaid scheduled principal installments of such excess. If any such excess remains after repayment in full of the aggregate outstanding Swingline Loans and Revolving Loans, each Borrower shall provide cash collateral for its then outstanding Letter of Credit Obligations in the manner set forth in Section 8.2 (Actions in Respect inverse order of Letters of Credit) in an amount equal to 105% of (A) the percentage obtained by dividing the aggregate outstanding amount of the Letter of Credit Obligations owing by such Borrower by the aggregate outstanding amount of the Letter of Credit Obligations owing by all Borrowers multiplied by (B) the aggregate amount of such excessmaturity thereof.

Mandatory Prepayments. (a) If In the event that the aggregate amount of the Loans and the Letter of Credit Accommodations made or provided to any Borrower outstanding at any time, time shall exceed the aggregate principal amount Borrowing Base of any Borrower’s Revolving Credit Outstandings exceeds such Borrower’s Revolving Credit Sublimit at such time, such Borrower shall forthwith prepay first, the Swingline Loans and then the Revolving Loans made to such Borrower then outstanding in an aggregate amount equal to such excess. If any such excess remains after repayment in full of the aggregate outstanding Swingline Loans and Revolving Loans made to such Borrower, such Borrower shall provide cash collateral for its then or the aggregate amount of the outstanding Letter of Credit Obligations in Accommodations exceed the manner sublimit for Letter of Credit Accommodations set forth in Section 8.2 (Actions 2.2(d), or the aggregate amount of the Loans and the Letter of Credit Accommodations outstanding at any time shall exceed the Maximum Credit, such event shall not limit, waive or otherwise affect any rights of Agent and Lenders in Respect that circumstance or on any future occasions and Borrowers shall, upon demand by Agent, which may be made at any time or from time to time, immediately pay to Agent, for the ratable benefit of Letters Lenders, the entire amount of Creditany such excess(es) in an for which payment is demanded or provide cash collateral up to such amount equal to 105% of such excessas may be required by Agent. (b) If at On each date when any timereduction to the lending formula with respect to Eligible Inventory set forth in the definition of the Borrowing Base becomes effective, regardless of the amounts of Eligible Inventory, Borrowers shall absolutely and unconditionally, automatically and without demand, pay to Agent, for the ratable benefit of Lenders, in respect of the Loans an amount equal to the excess, if any, of the aggregate unpaid principal amount of Revolving Credit Outstandings exceeds the aggregate Revolving Credit Commitments at such timeLoans with respect to Eligible Inventory over the amount of the Borrowing Base calculated using the applicable percentage with respect to Eligible Inventory as so reduced. (c) Without limiting the obligations of Borrowers or Guarantors to obtain the consent of Agent and Lenders to any Asset Sale, each Borrower or any right of Agent and Lenders to receive any payments hereunder, upon the date of the transfer of any interest in any assets or properties of any Borrower, Guarantor or other subsidiary of Huffy pursuant to a Business Unit Sale, Borrowers and Guarantors shall forthwith prepay firstabsolutely and unconditionally, automatically and without demand, pay to Agent, for the Swingline Loans and then the Revolving Loans made to such Borrower then outstanding in ratable benefit of Lenders, an aggregate amount equal to the sum of: (i) the percentage obtained all expenses of Agent and any Lender related to such sale, including all expenses, liabilities and advances incurred or made by dividing the aggregate outstanding principal balance of the Revolving Credit Outstandings owing by such Borrower by the aggregate outstanding principal balance of the Revolving Credit Outstandings owing by all Borrowers multiplied by Agent or any Lender in connection therewith (including attorneys' fees and legal expenses), plus (ii) the aggregate amount equal to the greater of the Loans and Letter of Credit Accommodations based on the assets subject to such Asset Sale or the Borrowing Base of the Borrower whose assets or Capital Stock is subject to such Asset Sale or if the assets or Capital Stock subject to such Asset Sale are not assets or Capital Stock of a Borrower, then the amount of the payment shall be up to an amount equal to the Collateral (other than the Term Loan Priority Collateral and the Term Lender Lease Priority) of such excessGuarantor or other Subsidiary, plus (iii) the amount equal to twenty-five (25%) percent of the Net Available Proceeds from such Asset Sale remaining after application of certain amounts to the Obligations and Term Loan Senior Debt as set forth below. If Borrowers and Guarantors shall cause the proceeds from any such excess remains after repayment Asset Sale in the amount of the prepayment required hereunder to be paid by the purchaser pursuant to such Asset Sale directly to Agent for application to the Obligations in accordance with the terms hereof. Upon the date of the transfer of any interest in any assets or properties pursuant to an Asset Sale described herein, Agent may, at its option, establish a reserve pursuant to Section 1.11(c) hereof in an amount up to twenty-five (25%) percent of the Net Available Proceeds referred to in clause (c)(iii) above. (d) The Net Available Proceeds of any Business Unit Sale shall be applied as follows: (i) first, to the payment in full of the aggregate outstanding Swingline Loans expenses of such sale of Agent or any Lender, including all expenses, liabilities and Revolving Loans, each Borrower shall provide advances incurred or made by Agent or such Lender in connection therewith (including reasonable attorneys' fees and legal expenses); (ii) second, (A) to the payment of the Obligations in whatever manner and order Agent chooses in accordance with the provisions of this Agreement and applicable law (or to be held as cash collateral for its then outstanding Letter in respect of Credit the Obligations in the manner set forth in Section 8.2 (Actions in Respect constituting contingent obligations of Letters of CreditDebtors) in up to an amount equal to 105% the greater of (A1) the percentage obtained by dividing Borrowing Base of the aggregate outstanding Division or Borrower whose assets or Capital Stock is subject to such Asset Sale or (2) the amount of the Letter of Credit Obligations owing by such Borrower by (and including for this purpose any Division of any Borrower); provided, that, if the aggregate outstanding Person whose assets or Capital Stock are sold shall not be a Borrower, then the amount of the Letter payment to be applied to the Obligations shall be up to an amount equal to the Collateral (other than Term Lender Priority Collateral or Term Lender Lease Priority Collateral) of Credit Obligations owing by all Borrowers multiplied by such Person, and (B) to the aggregate amount extent the assets subject to such Asset Sale include any of the Term Lender Lease Priority Collateral, to the payment in full of the Term Lender Lease Debt arising pursuant to the Term Lender Lease with respect to such assets; (iii) third, to the payment in full of the Term Loan Senior Debt in accordance with the provisions of the Term Loan Agreement and applicable law; and (iv) fourth, as to any proceeds then remaining (A) seventy-five (75%) percent of such excessremaining proceeds, to the payment of the Term Loan Subordinated Debt in accordance with the provisions of the Restructuring Agreement and applicable law; provided, that, as of the date of any such payment and after giving effect thereto, (1) the condition set forth in Sections 9.9(c)(xvi)(C)(1) of this Agreement shall be satisfied, and (2) in the event such condition is not satisfied, then such proceeds shall be applied to such of the Obligations as Agent may determine until such condition is satisfied and thereafter, any balance shall be applied to the Term Loan Subordinated Debt as provided herein) and (B) twenty-five (25%) percent of such remaining proceeds, to the payment of the Obligations in whatever manner and order Agent chooses in accordance with the provisions hereof. (e) Nothing contained in this Section 6.5 shall be construed as a consent to any Asset Sale or waiver of any conditions to or limitations on any Asset Sale set forth herein or in any of the other Financing Agreements.

Mandatory Prepayments. If not sooner paid, the principal Indebtedness evidenced by the Notes shall be payable as follows: (ai) If the amount, if any, by which the principal Indebtedness evidenced by the Revolving Credit Notes (after giving effect to all amounts disbursed thereunder) plus the Letter of Credit Exposure plus the aggregate amount of Swing Loans outstanding, at any timetime exceeds the Total Commitment Amount shall be payable immediately; (ii) the amount, if any, by which the aggregate outstanding principal amount of any Borrower’s the Revolving Credit Outstandings exceeds such Borrower’s Revolving Credit Sublimit at such time, such Borrower shall forthwith prepay first, Loans plus the Swingline Loans and then the Revolving Loans made to such Borrower then outstanding in an aggregate amount equal to such excess. If any such excess remains after repayment in full of the aggregate outstanding Swingline Loans and Revolving Loans made to such Borrower, such Borrower shall provide cash collateral for its then outstanding Letter of Credit Obligations Exposure plus the aggregate amount of Swing Loans outstanding, at any time exceeds the Total Commitment Amount shall be payable immediately; (iii) the amount, if any which the outstanding principal amount of the Revolving Credit Loans plus the Letter of Credit Exposure plus the aggregate amount of Swing Loans outstanding, at any time following the Trigger Date exceeds the amount of liability of the Centro Parties under the Centro Party Guaranty as determined in accordance with Section 1.1(c) thereof; provided, that any prepayment made pursuant to this clause (iii) shall be accompanied by a permanent reduction in the manner set forth in Section 8.2 (Actions in Respect of Letters of Credit) in Commitments hereunder by an amount equal to 105% the difference between $350 million and the amount of liability of the Centro Parties under the Centro Party Guaranty as determined in accordance with Section 1.1(c) thereof; and (iv) the principal Indebtedness evidenced by the Notes shall in any event be payable on the Maturity Date. Upon the occurrence of an event described in Section 2.7(b)(i) or (ii) above, Borrower shall immediately upon demand from Administrative Agent pay the amount of such excess. (b) If at any time, excess to the aggregate principal amount Administrative Agent first for the account of Revolving Credit Outstandings exceeds Swing Loan Lender for application to outstanding Swing Loans and second for the aggregate Revolving Credit Commitments at such time, each Borrower shall forthwith prepay first, respective accounts of the Swingline Lenders for application first to Prime Rate Loans and then the Revolving Loans made to such Borrower then outstanding in an aggregate amount equal to (i) the percentage obtained by dividing the aggregate outstanding principal balance of the Revolving Credit Outstandings owing by such Borrower by the aggregate outstanding principal balance of the Revolving Credit Outstandings owing by all Borrowers multiplied by (ii) the aggregate amount of such excess. If any such excess remains after repayment in full of the aggregate outstanding Swingline Loans and Revolving LIBOR Loans, each Borrower shall provide cash collateral for its then outstanding Letter of Credit Obligations in the manner set forth in Section 8.2 (Actions in Respect of Letters of Credit) in an amount equal to 105% of (A) the percentage obtained by dividing the aggregate outstanding amount of the Letter of Credit Obligations owing by such Borrower by the aggregate outstanding amount of the Letter of Credit Obligations owing by all Borrowers multiplied by (B) the aggregate amount of such excess.

Mandatory Prepayments. The Borrower shall prepay (or Cash Collateralize, as applicable) the Obligations as follows: (i) On the date of any Change of Control under clause (a), (b), (c), (d), (e), (f) If at any timeor (g) of the definition of Change of Control, the aggregate principal amount of any Borrower’s Revolving Credit Outstandings exceeds such Borrower’s Revolving Credit Sublimit at such time, such Borrower shall forthwith prepay firstall Obligations (including, without limitation, all Loans, L/C Borrowings, all unpaid interest, fees, costs and expenses) and Cash Collateralize the Swingline Loans and then the Revolving Loans made to such Borrower then outstanding Obligations in an aggregate amount equal to such excess. If any such excess remains after repayment in full the then Effective Amount of the aggregate outstanding Swingline L/C Obligations. (ii) If, at any time after the Original Closing Date, the Effective Amount of all Revolving Loans and L/C Obligations then outstanding exceeds the lesser of (i) the Total Revolving Loans made Loan Commitment at such time and (ii) the Adjusted Borrowing Base Availability at such time (including after any reduction in the Applicable Advance Rate pursuant to Section 2.17(a)); provided, that the portion of any mandatory prepayment under this Section 2.06(c)(ii) attributable to a reduction in the Applicable Advance Rate pursuant to Section 2.17(a) (each a “Stub Amount”) shall not be required to be repaid from then existing funds in the Borrower’s Operating Accounts so long as no Event of Default has occurred and is continuing; provided, further, that such BorrowerStub Amount shall be deemed Obligations due and payable for purposes of Section 2.05(c) and shall in any event be subject to Section 2.06(d)(v)), such the Borrower shall provide cash collateral for its then outstanding Letter of Credit immediately prepay the Obligations in the manner set forth in Section 8.2 (Actions in Respect of Letters of Credit) 2.06(e), in an aggregate principal amount equal to 105% of such excess. (biii) If If, at any timetime after the Original Closing Date, the aggregate principal amount Borrower sells or otherwise disposes of Revolving Credit Outstandings a Inbound Distribution Agreement or an Outbound Distribution Agreement and the Net Proceeds from such sale or other disposition exceeds $10,000,000, then the aggregate Revolving Credit Commitments at such time, each Borrower shall forthwith prepay first, within three (3) Business Days after the Swingline Loans and then the Revolving Loans made to such Borrower then outstanding in an aggregate amount equal to (i) the percentage obtained by dividing the aggregate outstanding principal balance of the Revolving Credit Outstandings owing by such Borrower by the aggregate outstanding principal balance of the Revolving Credit Outstandings owing by all Borrowers multiplied by (ii) the aggregate amount completion of such excess. If any such excess remains after repayment in full of sale or disposition, prepay the aggregate outstanding Swingline Loans and Revolving Loans, each Borrower shall provide cash collateral for its then outstanding Letter of Credit Obligations in the manner set forth in Section 8.2 2.06(e), in an aggregate principal amount equal to one hundred percent (Actions 100%) of the Net Proceeds from such sale or other disposition. (iv) If, at any time after the Original Closing Date, any Loan Party issues or incurs any Indebtedness for borrowed money, including Indebtedness evidenced by notes, bonds, debentures or other similar instruments but excluding Permitted Indebtedness, the Borrower shall, immediately after such issuance or incurrence, prepay the outstanding Obligations in Respect the manner set forth in Section 2.06(e), in each case, in an aggregate principal amount equal to one hundred percent (100%) of Letters the Net Proceeds of Creditsuch Indebtedness. (v) If, at any time after the Original Closing Date, any Loan Party issues or sells any Equity Securities, the Borrower shall, immediately after such issuance or sale, prepay the outstanding Obligations in the manner set forth in Section 2.06(e), in each case, in an aggregate principal amount equal to one hundred percent (100%) of the Net Proceeds of such Equity Securities; provided, if, at any time after the Original Closing Date, any Loan Party issues or sells any Equity Securities that take the form of common units or common shares, as applicable, that do not have any mandatory redemption, preferred or cumulative dividend obligations or other rights typically given to preferred units or shares, the Borrower shall have no obligation to prepay the Net Proceeds arising therefrom; provided further, that if, at any time after the Original Closing Date, any Loan Party issues or sells any Equity Securities that contain repurchase obligations or obligations to pay preferred or cumulative dividends that do not arise until at least 6 months after the Maturity Date (and do not have any other mandatory redemption, preferred or cumulative dividend obligations or other rights typically given to preferred units or shares), the Borrower shall, immediately after such issuance or sale, prepay the outstanding Obligations in the manner set forth in Section 2.06(e), in each case, in an aggregate principal amount equal to fifty percent (50%) of the Net Proceeds of such Equity Securities. (vi) Not later than four (4) Business Days following the date of receipt by a Loan Party (or the Administrative Agent or the Collateral Agent) of any Impairment Proceeds from the assets comprising inventory of the Loan Parties and Collateral the proceeds of which are not required to be applied to the “▇▇▇▇▇▇▇▇▇ Secured Obligations” under and as defined in the Intercreditor Agreement prior to the Obligations, the Borrower shall prepay the outstanding Obligations in the manner set forth in Section 2.06(e) and in an amount equal to the aggregate amount of the sum of such Impairment Proceeds; provided that if the Borrower notifies the Collateral Agent within such four (4) Business Day period that it intends to repair, replace or restore the damage resulting from such casualty or condemnation, the Borrower shall prepay the outstanding Obligations within 180 days, or such longer period as the Administrative Agent in its reasonable discretion agrees, of receipt of such Impairment Proceeds by such Loan Party, in the manner set forth in Section 2.06(e) and in an amount equal to the aggregate amount of the sum of such Impairment Proceeds less the aggregate amount of paid invoices and receipts provided to the Collateral Agent for reasonable out-of-pocket costs and expenses for such repair, replacement or restoration. (vii) The Borrower shall deliver to the Administrative Agent, at the time of each prepayment required under this Section 2.06(c), (A) a certificate signed by the chief financial officer of the Borrower setting forth in reasonable detail the calculation of the amount of such prepayment and (B) to the extent practicable, at least three days prior written notice of such prepayment. Each notice of prepayment shall specify the prepayment date and the Type and principal amount of each Loan (or portion thereof) to be prepaid. In the event that the Borrower shall subsequently determine that the actual amount required to be prepaid was greater than the amount set forth in such certificate, the Borrower shall promptly make an additional prepayment of the Loans (and/or, if applicable, the Revolving Loan Commitments shall be permanently reduced) in an amount equal to 105% of (A) the percentage obtained by dividing the aggregate outstanding amount of the Letter of Credit Obligations owing by such Borrower by the aggregate outstanding amount of the Letter of Credit Obligations owing by all Borrowers multiplied by (B) the aggregate amount of such excess, and the Borrower shall concurrently therewith deliver to the Administrative Agent a certificate signed by the chief financial officer of the Borrower demonstrating the derivation of the additional amount resulting in such excess.

Mandatory Prepayments. (ai) If at (A) after giving effect to any timetermination or reduction of the Aggregate Maximum Credit Amounts pursuant to Section 2.06(b)‎, the aggregate principal amount total Credit Exposures exceed the total Commitments, (B) after giving effect to any reduction of the Tranche B Portion pursuant to Section 2.07(e) or 2.07(f), the total Tranche B Loans exceed the Tranche B Portion or (C) after giving effect to any Borrower’s Revolving termination or reduction of the Tranche A Portion or the Tranche B Portion pursuant to Section 2.07(g), the total Tranche A Credit Outstandings exceeds such Borrower’s Revolving Credit Sublimit at such timeExposures exceed the Tranche A Portion or the total Tranche B Loans exceed the Tranche B Portion, such then the Borrower shall forthwith (1) prepay first, the Swingline Loans and then applicable Borrowings on the Revolving Loans made to date of such Borrower then outstanding termination or reduction in an aggregate principal amount equal to such excess. If , and (2) if any such excess remains after repayment in full prepaying all of the aggregate outstanding Swingline Loans and Revolving Loans made Borrowings as a result of an LC Exposure, pay to such Borrower, such Borrower shall provide cash collateral for its then outstanding Letter the Administrative Agent on behalf of Credit Obligations in the manner set forth in Section 8.2 (Actions in Respect of Letters of Credit) in Lenders an amount equal to 105% of such excess.excess to be held as cash collateral as provided in Section 2.08(j)‎. (bii) If at Upon any timeredetermination of or adjustment to the amount of the Borrowing Base or the Tranche A Portion in accordance with ‎Section 2.07 or Section 8.13(c)‎, if the total Tranche A Credit Exposures exceed the redetermined or adjusted Tranche A Portion, then the Borrower shall (A) prepay the Tranche A Borrowings in an aggregate principal amount of Revolving Credit Outstandings exceeds the aggregate Revolving Credit Commitments at such time, each Borrower shall forthwith prepay first, the Swingline Loans and then the Revolving Loans made equal to such Borrower then outstanding in an aggregate amount equal to excess, and (iB) the percentage obtained by dividing the aggregate outstanding principal balance of the Revolving Credit Outstandings owing by such Borrower by the aggregate outstanding principal balance of the Revolving Credit Outstandings owing by all Borrowers multiplied by (ii) the aggregate amount of such excess. If if any such excess remains after repayment in full prepaying all of the aggregate outstanding Swingline Loans and Revolving LoansTranche A Borrowings as a result of an LC Exposure, each Borrower shall provide cash collateral for its then outstanding Letter pay to the Administrative Agent on behalf of Credit Obligations in the manner set forth in Section 8.2 (Actions in Respect of Letters of Credit) in Lenders an amount equal to 105% such excess to be held as cash collateral as provided in ‎Section 2.08(j). The Borrower shall be obligated to pay all of such prepayment and/or deposit of cash collateral amount within forty-five (45) days following its receipt of the New Borrowing Base Notice in accordance with Section 2.07(d)‎ or the date the adjustment occurs; provided that all payments required to be made pursuant to this Section 3.04(c)(ii) must be made on or prior to the Termination Date. (iii) Upon any adjustments to the Borrowing Base or the Tranche A Portion pursuant to Section 9.11, if the total Tranche A Credit Exposures exceed the Tranche A Portion as adjusted, then the Borrower shall (A) prepay the percentage obtained by dividing the Tranche A Borrowings in an aggregate outstanding principal amount of the Letter of Credit Obligations owing by equal to such Borrower by the aggregate outstanding amount of the Letter of Credit Obligations owing by all Borrowers multiplied by excess, and (B) if any excess remains after prepaying all of the aggregate Tranche A Borrowings as a result of an LC Exposure, pay to the Administrative Agent on behalf of the Lenders an amount equal to such excess to be held as cash collateral as provided in ‎Section 2.08(j). The Borrower shall be obligated to make such prepayment and/or deposit of cash collateral on the date it receives cash proceeds as a result of such excessdisposition or such incurrence of Debt; provided that all payments required to be made pursuant to this Section 3.04(c)(iii)‎ must be made on or prior to the Termination Date. (iv) Each prepayment of Borrowings pursuant to this ‎Section 3.04(c) shall be applied to outstanding Borrowings as directed by the Borrower or, if no such direction is given, first, ratably to any ABR Borrowings then outstanding, and, second, to any Eurodollar Borrowings then outstanding, and if more than one Eurodollar Borrowing is then outstanding, to each such Eurodollar Borrowing in order of priority beginning with the Eurodollar Borrowing with the least number of days remaining in the Interest Period applicable thereto and ending with the Eurodollar Borrowing with the most number of days remaining in the Interest Period applicable thereto. (v) Each prepayment of Borrowings pursuant to this ‎Section 3.04(c) shall be applied ratably to the Loans included in the prepaid Borrowings. Prepayments pursuant to this ‎Section 3.04(c) shall be accompanied by accrued interest to the extent required by ‎Section 3.02.

Mandatory Prepayments. (a) If at any timeOn each date on which the Revolving Loan Commitments are reduced pursuant to SECTION 2.08 or SECTION 2.09, the aggregate Borrowers shall repay or prepay such principal amount of the outstanding Revolving Loans, if any Borrower’s Revolving Credit Outstandings exceeds (together with interest accrued thereon and any amount due under SECTION 8.05(a)), as may be necessary so that after such Borrower’s Revolving Credit Sublimit at such time, such Borrower shall forthwith prepay first, payment the Swingline Loans and then aggregate unpaid amount of the Working Capital Obligations does not exceed the aggregate amount of the Revolving Loans made to such Borrower Loan Commitments as then outstanding in an aggregate amount equal to such excess. If any such excess remains after repayment in full of the aggregate outstanding Swingline Loans and Revolving Loans made to such Borrower, such Borrower shall provide cash collateral for its then outstanding Letter of Credit Obligations in the manner set forth in Section 8.2 (Actions in Respect of Letters of Credit) in an amount equal to 105% of such excessreduced. (b) If at any timeOn each date on which the Revolving Loans exceed the Borrowing Base, the aggregate Borrowers shall immediately repay or prepay such principal amount of the outstanding Revolving Credit Outstandings exceeds the aggregate Revolving Credit Commitments at Loans, if any (together with interest accrued thereon and any amount due under SECTION 8.05(a)), as may be necessary so that after such time, each Borrower shall forthwith prepay first, the Swingline Loans and then payment the Revolving Loans made do not exceed the Borrowing Base. Each such payment or prepayment shall be applied ratably to such Borrower then the Revolving Loans of the Lenders outstanding on the date of payment or prepayment in an aggregate amount equal to the following order of priority: (i) the percentage obtained by dividing the aggregate outstanding principal balance of the Revolving Credit Outstandings owing by such Borrower by the aggregate outstanding principal balance of the Revolving Credit Outstandings owing by all Borrowers multiplied by first, to Settlement Loans; (ii) secondly, to Base Rate Loans which are not Settlement Loans; and, (iii) lastly, to Euro-Dollar Loans. (c) Within 15 Business Days after the aggregate receipt of any Asset Sale Proceeds (other than pursuant to any sale or other disposition pursuant to SECTION 5.30(b)(iii)), such Asset Sale Proceeds shall be paid to the Agent for ratable distribution to the Lenders for application to repay or prepay the principal amount of the outstanding Term Loans and applied in the inverse order of maturity, and if the Term Loans have been repaid in full, the Revolving Loans, if any (together with interest accrued thereon and any amount due under Section 8.05(a), provided that if any such payment is due or is made to the Agent on any day other than on the last day of an Interest Period, such amounts shall, at the Borrowers' election, be held by Agent and applied on the last day of the Interest Period); provided, however, that the Borrowers shall not be required to prepay the Loans with Asset Sale Proceeds as provided herein so long as (and to the extent that) such Asset Sale Proceeds are applied towards (or are contractually committed to be applied towards) assets of a similar type as those assets from which the Asset Sale Proceeds were derived, and which are used or useable in the business of the Borrowers and their Subsidiaries with 180 days after the Borrowers' receipt thereof, but any such Asset Sale Proceeds not so applied within such 180-day period (regardless of any contractual commitments) shall be delivered over to the Agent for application to the Loans as provided herein on the first Business Day following such 180-day period. The Borrowers shall take all actions necessary such that the Agent has a perfected lien on any such replacement assets. The Revolving Loan Commitments shall not be reduced by the amount of such excessprepayments which are applied to the Revolving Loans pursuant to the foregoing. If Contemporaneously with the payment of any such excess remains after repayment in full Asset Sale Proceeds pursuant hereto, the Agent shall be provided a certificate of the aggregate outstanding Swingline Loans and Revolving Loans, each Borrower shall provide cash collateral for its then outstanding Letter of Credit Obligations Borrowers showing in reasonable detail the manner set forth in Section 8.2 (Actions in Respect of Letters of Credit) in an amount equal to 105% of (A) the percentage obtained by dividing the aggregate outstanding amount of the Letter of Credit Obligations owing by such Borrower by the aggregate outstanding amount of the Letter of Credit Obligations owing by all Borrowers multiplied by (B) the aggregate amount calculation of such excessAsset Sale Proceeds. Net Casualty/Insurance Proceeds shall be paid to the Agent in accordance with the terms of SECTION 5.08(b). (d) Any Net Casualty/Insurance Proceeds that are payable on Obligations pursuant to SECTION 5.08(b) shall be applied in accordance with the provisions of SECTION 2.11(c).

Mandatory Prepayments. Without reducing the Revolving Loan Facility or any of the Revolving Loan Commitments, the Borrower shall prepay the Loans as follows: (ai) If If, at any time, the aggregate principal amount Effective Amount of any Borrower’s all Revolving Credit Outstandings Loans, Swing Line Loans and L/C Obligations then outstanding exceeds such Borrower’s the Revolving Credit Sublimit Loan Facility at such time, such the Borrower shall forthwith immediately (A) prepay firstthe Swing Line Loans to the extent Swing Line Loans in a sufficient amount are then outstanding, the Swingline Loans and (B) then prepay the Revolving Loans made to such Borrower the extent Revolving Loans in a sufficient amount are then outstanding outstanding, in an aggregate principal amount equal to such excess. If any such excess remains after repayment and (C) Cash Collateralize the Obligations in full respect of the aggregate outstanding Swingline Letters of Credit in an amount equal to the then Effective Amount of the L/C Obligations. (ii) If, during any fiscal year (including fiscal year 2011), any CBII Entity consummates any Asset Sale and the Net Cash Proceeds of such Asset Sale, when added to the Net Cash Proceeds of all such Asset Sales by all CBII Entities during such fiscal year, in the aggregate, exceed $15,000,000 for such fiscal year (the “Sales Basket Amount”), the Borrower shall, immediately after the completion of each Asset Sale which results in such an excess or an increase in such an excess, prepay (or cause to be prepaid) the outstanding Loans and Revolving Loans made to such Borrower, such Borrower shall provide cash collateral for its then outstanding Letter of Credit the other Obligations in the manner set forth in Section 8.2 2.06(e), in each case, in an aggregate principal amount equal to 100% of such excess or such increase in such excess; provided, however, that: (Actions A) no such prepayment shall be required in Respect connection with any Asset Sale (or related Asset Sales, in a series or otherwise) otherwise permitted under Section 5.02(c) to the extent the aggregate consideration received by the CBII Entities for such Asset Sale (or related Asset Sales, in a series or otherwise) does not exceed $2,500,000 (and such sale proceeds shall not be counted towards the Sales Basket Amount); (B) so long as no Event of Letters Default has occurred and is continuing or would result therefrom, no such prepayment shall be required in connection with any Asset Sale (or related Asset Sale, in a series or otherwise) (each, a “Relevant Sale”) otherwise permitted under Section 5.02(c) to the extent (1) if the Net Cash Proceeds from all Relevant Sales in any fiscal year exceed $5,000,000, the Borrower advises the Administrative Agent in writing at the time the Net Cash Proceeds from such Relevant Sale are received that the Borrower intends to cause a Borrower Entity to reinvest all or any portion of Creditsuch Net Cash Proceeds in property, plant, equipment, other fixed or capital assets, and/or investments (including joint ventures) in Food Related Businesses and (2) such Net Cash Proceeds are in fact so reinvested in the acquisition of such assets or investments within 180 days from the date on which such Net Cash Proceeds from such Relevant Sale are received; and (C) anything contained in this Section 2.06(c)(ii) to the contrary notwithstanding, so long as no Event of Default has occurred and is continuing or would result from any sale or disposition of assets otherwise giving rise to a required prepayment under this Section 2.06(c)(ii), in the event the Borrower Leverage Ratio is, on a pro forma basis, (1) less than 2.50 to 1.00 both before and after giving effect to such sale or disposition of assets, no such prepayment shall be required, or (2) equal to or in excess of 2.50 to 1.00 both before or after giving effect to such disposition, such prepayment shall be required in an amount equal to 105% the lesser of such excess. (b) If at any time, the aggregate principal amount of Revolving Credit Outstandings exceeds the aggregate Revolving Credit Commitments at such time, each Borrower shall forthwith prepay first, the Swingline Loans and then the Revolving Loans made to such Borrower then outstanding in an aggregate amount equal to (i) the percentage obtained by dividing the aggregate outstanding principal balance amount of the Revolving Credit Outstandings owing by such Borrower by the aggregate outstanding principal balance of the Revolving Credit Outstandings owing by all Borrowers multiplied by Net Cash Proceeds and (ii) the aggregate amount necessary to decrease the Borrower Leverage Ratio to, on a pro forma basis, less than 2.5 to 1.0 both before and after giving effect to such disposition and the use of such excessNet Cash Proceeds. If If, at any time after the occurrence of a Relevant Sale and prior to the acquisition of such excess remains after repayment assets or investments, the 180-day period provided in full clause (B) above in the preceding sentence shall elapse without the occurrence of the aggregate related acquisition or investment or an Event of Default shall occur and is continuing, then the Borrower shall immediately prepay the Loans in the amount and in the manner described in the first sentence of this Section 2.06(c)(ii). (iii) If, during any fiscal year (including fiscal year 2011), any CBII Entity receives Extraordinary Receipts and the Net Cash Proceeds of such Extraordinary Receipts that, when added to the Net Cash Proceeds of all such Extraordinary Receipts obtained by all CBII Entities during such fiscal year, in the aggregate, exceed $20,000,000 for such fiscal year, the Borrower shall, after receipt thereof by the CBII Entities of the Net Cash Proceeds from such Extraordinary Receipts which results in such an excess or an increase in such an excess (but subject to the reinvestment exceptions below), immediately prepay (or cause to be prepaid) the outstanding Swingline Loans and Revolving Loans, each Borrower shall provide cash collateral for its then outstanding Letter of Credit the other Obligations in the manner set forth in Section 8.2 (Actions 2.06(e), in Respect of Letters of Credit) each case, in an aggregate principal amount equal to 105100% of such excess or such increase in such excess. Notwithstanding the foregoing, the Borrower shall not be required to make a prepayment pursuant to this Section 2.06(c)(iii) with respect to any event resulting in the receipt of Extraordinary Receipts (a “Relevant Event”) if the Borrower advises the Administrative Agent in writing promptly after the time the excess Net Cash Proceeds from such Relevant Event are received that the Borrower intends to cause a Borrower Entity to reinvest all or any portion of such excess Net Cash Proceeds in property, plant, equipment, other replacement assets, and/or investments (including joint ventures) in Food-Related Businesses to the extent (A) the percentage obtained by dividing the aggregate outstanding amount of the Letter of Credit Obligations owing such excess Net Cash Proceeds are in fact committed to be reinvested by such Borrower Person pursuant to a purchase contract providing for the acquisition of such replacement assets that is executed by such Person and the aggregate outstanding amount related seller within one year from the date of the Letter of Credit Obligations owing by all Borrowers multiplied by such Relevant Event and (B) the acquisition of such replacement assets or investments occurs within two years from the date on which the Net Cash Proceeds from the Relevant Event are received; provided, however, that the Borrower’s requirement to advise the Administrative Agent as provided above shall not apply to any Relevant Event until the Net Cash Proceeds in respect of such Relevant Events during such fiscal year exceed $20,000,000. If, at any time after the occurrence of a Relevant Event and prior to the acquisition of the related replacement assets or investments, the one-year or two-year period provided in clause (A) or (B), respectively, of the preceding sentence shall elapse without execution of the related purchase contract (in the case of clause (A)), the occurrence of the related acquisition or investment (in the case of clause (B)) or an Event of Default shall occur and only so long as continuing, then, upon request of the Administrative Agent or the Required Lenders, the Borrower shall immediately prepay the Loans in the amount and in the manner described in the first sentence of this Section 2.06(c)(iii). At any time after the occurrence of a Relevant Event and prior to the acquisition of the related replacement assets or investments, upon request of the Administrative Agent or the Required Lenders, the Borrower shall deposit the Net Cash Proceeds from such Relevant Event which result in an excess over the $20,000,000 per fiscal year amount described above or an increase in such an excess into an interest-bearing account with Rabobank, N.A. or another institution reasonably satisfactory to the Administrative Agent (which interest-bearing account shall be subject to a security interest in favor of the Collateral Agent for the benefit of the Secured Parties that is perfected by the Borrower entering into a control agreement and other documentation reasonably requested by the Administrative Agent) until such Net Cash Proceeds are reinvested or paid toward the Loans as directed by the Borrower. (iv) If, at any time after the Effective Date, any CBII Entity issues or incurs any Indebtedness for borrowed money, including Indebtedness evidenced by notes, bonds, debentures or other similar instruments that, when added to all such Indebtedness for borrowed money issued or incurred by all CBII Entities after the Effective Date, in the aggregate, exceeds $25,000,000 (provided that (A) Permitted Indebtedness (1) secured solely by a Lien of the type described in clauses (c), (y) or (z) of the definition of Permitted Liens, (2) owed by a CBII Entity to another CBII Entity, or (3) which is unsecured, matures more than 6 months after the Maturity Date, does not amortize, with respect to which, the relevant CBII Entity agrees to make no voluntary prepayments until at least 6 months after the Maturity Date, and is used within 120 days of incurrence to finance a Permitted Acquisition or an Investment permitted by Sections 5.02(e)(xvi), 5.02(e)(xvii), 5.02(e)(xix) and 5.02(e)(xxii) and (B) Refinancing Indebtedness shall not be counted and non-cash assets received upon issuance of debt in connection with asset acquisitions shall be excluded, except to the extent any such Permitted Indebtedness is issued or incurred to finance, directly or indirectly, the payment in cash or otherwise, of any Distributions by any of the CBII Entities), the Borrower shall, after such issuance or incurrence which results in such an excess or an increase in such an excess, immediately prepay (or cause to be prepaid) the outstanding Loans and the other Obligations in the manner set forth in Section 2.06(e), in each case, in an aggregate principal amount equal to 100% of the Net Cash Proceeds of such of such excess or such increase in such excess. (v) On or prior to the 120th day following the end of each fiscal year of CBII (commencing with the fiscal year of CBII ending December 31, 2011), the Borrower shall prepay (or cause to be prepaid) the outstanding Loans and the other Obligations in the manner set forth in Section 2.06(e) in an aggregate amount equal to 50% of Excess Cash Flow for such most recently ended fiscal year, provided that such amount shall be reduced to 0% of Excess Cash Flow if the Borrower Leverage Ratio as of the most recently ended fiscal year of CBII shall be less than 2.50:1.00. (vi) If, at any time after the Effective Date, any CBII Entity issues any Equity Securities (other than (v) issuances thereof the proceeds of which are used to make a Permitted Acquisition; provided that such Permitted Acquisition occurs within 90 days after such issuance, (w) any issuances thereof to CBII or any Borrower Entity, (x) sales or issuances to any management or employees under any employee stock option or stock purchase plans in existence from time to time, (y) issuances of director’s qualifying shares and (z) any issuances in connection with the exercise of warrants), the Borrower shall, after such issuance or incurrence, immediately prepay (or cause to be prepaid) the outstanding Loans and the other Obligations in the manner set forth in Section 2.06(e), in each case, in an aggregate principal amount equal to 50% of the Net Cash Proceeds from such Equity Securities. (vii) If, at any time, any CBII Entity shall fail to observe or perform the covenant contained in Section 5.02(p)(ii), the Administrative Agent may or, upon instructions from the Required Term Lenders, shall, by written notice to the Borrower, require the Borrower to prepay the outstanding Term Loans and the other Obligations with respect thereto, and the Borrower shall so prepay the outstanding Term Loans and the other Obligations with respect thereto, immediately (and in any event within 10 Business Days) following receipt of such notice.

Mandatory Prepayments. (a1) If Subject to the last sentence of this Section 2.10(b)(1), if at any timetime the Aggregate Revolving Credit Exposure is in excess of the Maximum Available Amount, Borrower shall immediately pay to the Administrative Agent, for the account of the Lenders, the aggregate principal amount of any Borrower’s such excess to be applied (A) as a prepayment of the Revolving Credit Outstandings exceeds such Borrower’s Revolving Credit Sublimit at such time, such Borrower shall forthwith prepay first, the Swingline Loans and then the Revolving Loans made to such Borrower then Reimbursement Obligations outstanding in an aggregate amount equal to such excess. If any such excess remains and (B) after repayment payment in full of the aggregate outstanding Swingline Revolving Credit Loans and Revolving Loans made to such BorrowerReimbursement Obligations outstanding, such Borrower shall provide cash collateral as Cover for its then outstanding the Letter of Credit Obligations in the manner set forth in Section 8.2 (Actions in Respect of Letters of Credit) Liabilities in an amount equal to 105% of such remaining excess. (b) If at . Any prepayment or Cover required as a result of any time, the aggregate principal amount of Revolving Credit Outstandings exceeds the aggregate Revolving Credit Commitments at such time, each Borrower shall forthwith prepay first, the Swingline Loans and then the Revolving Loans made to such Borrower then outstanding in an aggregate amount equal to (i) the percentage obtained by dividing the aggregate outstanding principal balance reduction or termination of the Revolving Credit Outstandings owing by such Borrower by Commitments pursuant to Section 2.9 shall be payable or provided in full on the aggregate outstanding principal balance date on which the reduction or termination of the Revolving Credit Outstandings owing by Commitments pursuant to Section 2.9 becomes effective. Each Lender acknowledges and agrees that notwithstanding anything to the contrary set forth in this Agreement, the Administrative Agent, in its sole discretion, may, for the account and credit risk of the Lenders, make or permit to remain outstanding, and/or cause each Lender to make, or permit to remain outstanding, Revolving Credit Loans, or issue, or permit to remain outstanding, Letters of Credit, which in any case results in the Aggregate Revolving Credit Exposure exceeding the Maximum Available Amount (collectively, “Overadvances”); provided, however, (i) no Overadvance may cause the Aggregate Revolving Credit Exposure to exceed the total Revolving Credit Commitments of all Borrowers multiplied by Lenders, (ii) the aggregate amount of such excess. If all Overadvances outstanding at any such excess remains after repayment in full of time shall not exceed the aggregate outstanding Swingline Loans and Revolving Loans, each Borrower shall provide cash collateral for its then outstanding Letter of Credit Obligations in the manner set forth in Section 8.2 (Actions in Respect of Letters of Credit) in an amount equal to 105% lesser of (A) $5,000,000 or (B) 10% of the percentage obtained by dividing Borrowing Base then in effect, (iii) no Overadvance shall be outstanding for more than thirty (30) consecutive days, and (iv) there can be only one Overadvance during any 180-day period. (2) Subject to the aggregate outstanding provisions of Section 2.8(d) hereof, on or before 12:00 noon (New York, New York time) on each Business Day, the Administrative Agent shall disburse to each Lender, for application to the principal amount of the Letter outstanding Revolving Credit Loans of each Lender, such Lender’s Revolving Credit Obligations owing by Percentage of all amounts then on deposit in the Blocked Account, not to exceed such Borrower by Lender’s Revolving Credit Exposure, which the aggregate outstanding amount Administrative Agent shall have determined constitute “collected funds” in accordance with the policies of the Letter of Credit Obligations owing by all Borrowers multiplied by (B) the aggregate amount of such excessAdministrative Agent then in effect and reasonably consistent with industry custom and practice.

Mandatory Prepayments. (a) If at On the next occurring Payment Date following the date on which Administrative Agent shall receive any timeNet Proceeds Prepayment that Administrative Agent is entitled to apply in accordance with this Section 2.4.2 and not otherwise make available or deliver to Borrower pursuant to Section 6.4, Borrower shall prepay or authorize Administrative Agent to apply, for the aggregate principal amount account of any Borrower’s Revolving Credit Outstandings exceeds such Borrower’s Revolving Credit Sublimit at such timeLender, such Borrower shall forthwith prepay first, the Swingline Loans and then the Revolving Loans made to such Borrower then outstanding in an aggregate amount equal to such excess. If any such excess remains after repayment in full Net Proceeds Prepayment as a prepayment of all or a portion of the aggregate outstanding Swingline Loans and Revolving Loans made to such Borrower, such Borrower shall provide cash collateral for its then outstanding Letter of Credit Obligations in the manner set forth in Section 8.2 (Actions in Respect of Letters of Credit) Outstanding Loan Amount in an amount equal to 105% the aggregate of (1) the Net Proceeds Prepayment up to an amount equal to the Release Amount for the affected Individual Property, (2) intentionally omitted and (3) the actual reasonable costs of Administrative Agent and/or Lender in connection with such prepayment to the extent such amounts are not paid to Lender in accordance with Article VI hereof, excluding any Breakage Costs (collectively, the “Mortgage Mandatory Prepayment Amount”). Amounts paid to or applied by Administrative Agent, for the account of Lender, as a Mortgage Mandatory Prepayment Amount shall first be applied to amounts required to be paid by Borrower to Lender pursuant to clause (3) above and then to the amounts set forth in clauses (1) and (2) on a pro rata and pari passu basis, in each case subject to Section 11.12 hereof. Except during the continuance of an Event of Default, any Net Proceeds Prepayment in excess of the Mortgage Mandatory Prepayment Amount applied pursuant to this Section 2.4.2 shall be applied as follows: (A) first, to the Mezzanine Lender, in an amount equal to the Mezzanine Mandatory Prepayment Amount, to be applied in accordance with the Mezzanine Loan Documents and (B) lastly, to Borrower. During the continuance of an Event of Default, Administrative Agent may apply, for the account of Lender, such Net Proceeds Prepayment to the Debt (until paid in full) in any order or priority as Administrative Agent may determine in its sole discretion. No spread maintenance premium or other premium or penalty shall be due in connection with any prepayment made pursuant to this Section 2.4.2. The Release Amount for the Individual Property with respect to which such Net Proceeds Prepayment was applied shall be reduced by an amount equal to the principal portion of such excessprepayment applied to the Loan; provided, that, nothing herein shall be construed to reduce the aggregate Release Amount for any other Individual Property required to be paid to Administrative Agent for the account of Lender prior to obtaining a release of the applicable Individual Property. Administrative Agent shall provide to Borrower, upon ten (10) days’ prior notice, (i) a release of the Individual Property if (A) at any time the Release Amount is reduced to zero, together with such additional documents and instruments evidencing or confirming the release as the Borrower shall reasonably request, or (B) Administrative Agent is required to deliver such release pursuant to a court order issued in connection with a Condemnation or (ii) a release of the portion of an Individual Property that is subject to a Condemnation. (b) If at any timeAs provided in Section 6.4(f) hereof, each Casualty/Condemnation Prepayment tendered by Borrower to Administrative Agent, for the aggregate principal account of Lender, in accordance with said Section 6.4(f) shall be in the amount of Revolving Credit Outstandings exceeds the aggregate Revolving Credit Commitments Release Amount in respect of the applicable Individual Property. No spread maintenance premium or other penalty or premium shall be due in connection with any such Casualty/Condemnation Prepayment. (c) In connection with any release under this Section 2.4.2, in the event that such release would result in an Individual Borrower being an Unencumbered Borrower (but subject at all times to the penultimate sentence of Section 2.6.1(f)), such time, each Unencumbered Borrower shall forthwith prepay firstautomatically be released by Administrative Agent and Lender from the obligations of the Loan Documents in accordance with Section 2.6.1(f), except with respect to those obligations and liabilities which expressly survive the Swingline Loans and then repayment of the Revolving Loans made Loan pursuant to such Borrower then outstanding in an aggregate amount equal any Loan Document. Administrative Agent agrees to deliver (i) a UCC-3 financing statement termination or amendment releasing ▇▇▇▇▇▇’s security interest in the percentage obtained by dividing the aggregate outstanding principal balance of the Revolving Credit Outstandings owing by such Borrower by the aggregate outstanding principal balance of the Revolving Credit Outstandings owing by all Borrowers multiplied by collateral pledged to Administrative Agent relating to each Unencumbered Borrower, and (ii) instruments executed by Administrative Agent reasonably necessary to evidence the aggregate amount release or cancellation of each Unencumbered Borrower from its obligations under the Loan Documents. All reasonable costs and expenses incurred by Administrative Agent in connection with such excess. If any such excess remains after repayment in full of the aggregate outstanding Swingline Loans and Revolving Loans, each Borrower release shall provide cash collateral for its then outstanding Letter of Credit Obligations in the manner set forth in Section 8.2 (Actions in Respect of Letters of Credit) in an amount equal to 105% of (A) the percentage obtained be paid by dividing the aggregate outstanding amount of the Letter of Credit Obligations owing by such Borrower by the aggregate outstanding amount of the Letter of Credit Obligations owing by all Borrowers multiplied by (B) the aggregate amount of such excessBorrower.

Mandatory Prepayments. (a) If at any timetime the Facility Usage exceeds the Commitment (whether due to a reduction in the Commitment in accordance with this Agreement, the aggregate principal amount of any Borrower’s Revolving Credit Outstandings exceeds such Borrower’s Revolving Credit Sublimit at such timeor otherwise), such Borrower shall forthwith immediately upon demand prepay first, the Swingline Loans and then the Revolving Loans made to such Borrower then outstanding in an aggregate amount equal to such excess. If any such excess remains after repayment in full principal of the aggregate outstanding Swingline Loans and Revolving Loans made to such Borrower(and, such Borrower upon repayment of all Loans, shall provide cash collateral for its then outstanding Letter of Credit Obligations in the manner as set forth in Section 8.2 (Actions in Respect of Letters of Credit2.11(g)) in an amount at least equal to 105% of such excess. (b) If at any timetime the Facility Usage is less than the Commitment but in excess of the Borrowing Base (such excess being herein called a “Borrowing Base Deficiency”), Borrower shall, within five Business Days after Agent gives notice of such fact to Borrower, either: (i) prepay the aggregate principal amount of Revolving Credit Outstandings exceeds the aggregate Revolving Credit Commitments at such timeLoans (and, each Borrower upon repayment in full of all Loans, shall forthwith prepay first, the Swingline Loans and then the Revolving Loans made provide cash collateral to such Borrower then outstanding Issuer as set forth in Section 2.11(g)) in an aggregate amount at least equal to (i) the percentage obtained by dividing the aggregate outstanding principal balance of the Revolving Credit Outstandings owing by such Borrower by the aggregate outstanding principal balance of the Revolving Credit Outstandings owing by all Borrowers multiplied by Borrowing Base Deficiency, or (ii) give notice to Agent electing to prepay the aggregate amount of such excess. If any such excess remains after repayment in full principal of the aggregate outstanding Swingline Loans and Revolving (and, upon repayment of all Loans, each Borrower shall provide cash collateral for its then outstanding Letter of Credit Obligations in the manner as set forth in Section 8.2 (Actions in Respect of Letters of Credit2.11(g)) in up to three monthly installments in an aggregate amount at least equal to such Borrowing Base Deficiency, with each such installment equal to or in excess of one-third of such Borrowing Base Deficiency, and with the first such installment to be paid one month after the giving of such notice and the subsequent installments to be due and payable at one month intervals thereafter until such Borrowing Base Deficiency has been eliminated, or (iii) give notice to Agent that Borrower desires to provide Agent with deeds of trust, mortgages, chattel mortgages, security agreements, financing statements and other security documents in form and substance satisfactory to Agent, granting, confirming, and perfecting first and prior liens or security interests in collateral acceptable to Required Lenders, to the extent needed to allow Required Lenders to increase the Borrowing Base (as they in their reasonable discretion deem consistent with prudent oil and gas banking industry lending standards at the time) to an amount equal which eliminates such Borrowing Base Deficiency, and then provide such security documents within thirty days after Agent specifies such collateral to 105% Borrower. If, prior to any such specification by Agent, Required Lenders determine that the giving of (A) such security documents will not serve to eliminate such Borrowing Base Deficiency, then, within five Business Days after receiving notice of such determination, Borrower will elect to make, and thereafter make, the percentage obtained by dividing the aggregate outstanding amount prepayments specified in either of the Letter preceding subsections (i) or (ii) of Credit Obligations owing by such this subsection (b). (c) The Borrower will prepay the Loans (and/or provide cash collateral) to the extent otherwise required by the aggregate outstanding amount other provisions of the Letter this Agreement. (d) Each prepayment of Credit Obligations owing principal of a Eurodollar Loan under this section shall be accompanied by all Borrowers multiplied by (B) interest then accrued and unpaid on the aggregate amount principal so prepaid. Any principal or interest prepaid pursuant to this section shall be in addition to, and not in lieu of, all payments otherwise required to be paid under the Loan Documents at the time of such excessprepayment.

Mandatory Prepayments. (a) If at Unless the Required Lenders shall otherwise agree, if any timeLoan Party shall incur or issue any Indebtedness (other than Permitted Indebtedness), then upon receipt of the aggregate Net Cash Proceeds from such issuance or incurrence, Borrower shall prepay the principal amount of any Borrower’s Revolving Credit Outstandings exceeds such Borrower’s Revolving Credit Sublimit at such time, such Borrower shall forthwith prepay first, the Swingline Loans and then the Revolving Loans made to such Borrower then outstanding in an aggregate amount equal to such excess. If any such excess remains after repayment in full of the aggregate outstanding Swingline Loans and Revolving Loans made to such Borrower, such Borrower shall provide cash collateral for its then outstanding Letter of Credit Obligations in the manner set forth in Section 8.2 (Actions in Respect of Letters of Credit) in an amount equal to 105% the amount of such excessthe Net Cash Proceeds received therefrom. The provisions of this Section 2.7(a) do not constitute a consent to the issuance or incurrence of any Indebtedness by or to any Loan Party. (b) If at Unless the Required Lenders shall otherwise agree, if on any timedate any Loan Party shall receive Net Cash Proceeds from any Asset Sale or any Purchase Price Refund which, together with all other such Asset Sales and Purchase Price Refunds, exceeds $5,000,000 in the aggregate in any twelve-month period (such amount, “Excess Proceeds”), then upon receipt by such Person of such Excess Proceeds, Borrower shall prepay the principal amount of Revolving Credit Outstandings exceeds the aggregate Revolving Credit Commitments at such time, each Borrower shall forthwith prepay first, the Swingline Loans and then the Revolving Loans made to such Borrower then outstanding in an aggregate amount equal to (i) the percentage obtained by dividing the aggregate outstanding principal balance of the Revolving Credit Outstandings owing by such Borrower by the aggregate outstanding principal balance of the Revolving Credit Outstandings owing by all Borrowers multiplied by (ii) the aggregate amount of such excess. If any such excess remains after repayment in full of the aggregate outstanding Swingline Loans and Revolving Loans, each Borrower shall provide cash collateral for its then outstanding Letter of Credit Obligations in the manner set forth in Section 8.2 (Actions in Respect of Letters of Credit) in an amount equal to 105% of (A) the percentage obtained by dividing the aggregate outstanding amount of the Letter of Credit Obligations owing by such Borrower by the aggregate outstanding amount of the Letter of Credit Obligations owing by all Borrowers multiplied by (B) the aggregate amount of such excessExcess Proceeds. The provisions of this Section do not constitute a consent to the consummation of any Disposition. (c) Upon the occurrence of a Change of Control, each Lender, at its sole discretion, may require Borrower to immediately prepay all, but not less than all, of such Lender’s Loans in amount equal to the sum of (i) the outstanding principal amount of such Lender’s Loans, (ii) the accrued but unpaid interest thereon and (iii) the Make-Whole Amount or the Applicable Premium (if any). If a Change of Control occurs prior to the Commitment Expiration Date, unless otherwise agreed to by all Lenders, the Commitments shall immediately terminate. (d) Notwithstanding the foregoing, prior to the Payment in Full of the First Lien Secured Obligations (as defined in the Intercreditor Agreement), amounts required to be prepaid pursuant to Section 2.7 (a) or (b) shall not be required to be prepaid hereunder to the extent that (i) such amounts are required to be prepaid under the First Lien Credit Agreement, (ii) such amounts are applied to the First Lien Obligations in accordance with the terms thereof and the terms of the Intercreditor Agreement and (iii) the commitments under the First Lien Credit Agreement are permanently reduced by such amounts. (e) Each prepayment of the Loans pursuant to this Section 2.7 shall be applied in accordance with Section 2.9 and shall be accompanied by a cash payment of the accrued interest (whether accrued as Cash Interest or PIK Interest) to the Prepayment Date on the principal amount prepaid together with all other amounts then owing under this Agreement or any Loan Document including any fees and expenses then due and payable under any Loan Document. Each prepayment of the Loans pursuant Sections 2.7(a) or 2.7(b) on or prior to the third anniversary of the Funding Date shall be accompanied by the concurrent payment of the Applicable Premium or, in the case of prepayments prior to the second anniversary of the Funding Date, by a Make-Whole Amount.

Mandatory Prepayments. (1) If a Change of Control occurs that has not been consented to in writing by Agent prior to the consummation thereof, on or prior to the first Business Day following the date of such Change of Control, Borrower shall prepay the Loan and all other Obligations (other than, indemnity obligations that are not then due and payable or with respect to which no claim has been made) in full in cash together with accrued interest thereon to the date of such prepayment and all other amounts owing to Agent and Lenders under the Loan Documents, including Revolving Advance Prepayment Additional Interest and Term Loan Prepayment Additional Interest payable on such date, and whereupon the Revolving Loan Commitments shall be terminated; provided, that any such prepayment shall be in compliance with Section 6.16 hereof. (2) In addition to and without limiting any provision of any Loan Document, if Borrower, in any transaction or series of related transactions, (a) If at sells any timePledged Lease or other material assets or other properties, the aggregate principal (b) sells or issues any equity or debt securities, Equity Interests or other ownership interests other than, in each case, to Holdings or (c) incurs any Indebtedness except for Permitted Indebtedness, then it shall deposit 100% (or such lesser amount of any Borrower’s Revolving Credit Outstandings exceeds such Borrower’s Revolving Credit Sublimit at such time, such Borrower shall forthwith prepay first, the Swingline Loans and then the Revolving Loans made as is required to such Borrower then outstanding indefeasibly pay in an aggregate amount equal to such excess. If any such excess remains after repayment cash in full the Obligations (other than indemnity obligations that are not then due and payable or with respect to which no claim has been made)) of the aggregate outstanding Swingline Loans cash proceeds thereof (net of reasonable transaction costs and Revolving Loans made expenses and taxes) to such Borrower, such Borrower shall provide cash collateral for its then outstanding Letter of Credit Obligations in the manner set forth in Section 8.2 (Actions in Respect of Letters of Credit) in an amount equal to 105% of such excessCollateral Account. (b3) If at any time, In no event shall the aggregate principal amount sum of Revolving Credit Outstandings exceeds the aggregate Revolving Credit Commitments at such time, each Borrower shall forthwith prepay first, the Swingline Loans and then the Revolving Loans made to such Borrower then outstanding in an aggregate amount equal to (i) the percentage obtained by dividing the aggregate outstanding principal balance of the Revolving Credit Outstandings owing by such Loan Advances exceed the lesser of (i) the Borrowing Base and (ii) the Maximum Revolving Loan Amount. If at any time and for any reason, the outstanding unpaid principal balance of the Revolving Loan Advances exceed the Maximum Revolving Loan Amount, Borrower by shall promptly, and in any event within five (5) Business Days, without the necessity of any notice or demand, whether or not a Default or Event of Default has occurred or is continuing, prepay the principal balance of the Loan in an amount equal to the difference between the then aggregate outstanding principal balance of the Revolving Credit Outstandings owing by all Borrowers multiplied by (ii) Loan Advances and the aggregate amount of such excessMaximum Revolving Loan Amount. If at any such excess remains after repayment in full time and for any reason, the outstanding unpaid principal balance of the aggregate outstanding Swingline Loans Loan exceeds the Borrowing Base (including due to any Eligible Lease thereafter failing to meet the eligibility criteria and Revolving Loansbecoming an Ineligible Lease; provided, each however, that if such Lease is an Ineligible Lease solely as a result of a Regulatory Trigger Event described in clause (xxx) of the definition of “Eligible Leases” Borrower shall provide cash collateral for have forty five (45) calendar days after the earlier of its discovery or receipt of notice thereof to comply with this clause(c) of Section 2.6), then outstanding Letter Borrower shall without the necessity of Credit Obligations in any notice or demand, whether or not a Default or Event of Default has occurred or is continuing, either (x) prepay the manner set forth in Section 8.2 (Actions in Respect principal balance of Letters of Credit) the Loan in an amount equal to 105% the difference between the then aggregate outstanding principal balance of the Loan and the Borrowing Base or (Ay) the percentage obtained by dividing increase the aggregate principal balance of Eligible Leases pledged to Agent in accordance with this Agreement so that the Borrowing Base is equal to or exceeds the then outstanding amount principal balance of the Letter Loan. The pledge and delivery to Agent of Credit Obligations owing additional Eligible Leases shall comply with the document delivery requirements set forth in Sections 2.9 and 4.2 of this Agreement, as applicable, and shall be accompanied by a certification from Borrower that demonstrates that after giving effect to the pledge to Agent of such Borrower by additional Eligible Leases, the aggregate outstanding amount unpaid principal balance of the Letter of Credit Obligations owing by all Borrowers multiplied by (B) Loan is equal to or less than the aggregate amount of such excessBorrowing Base.

Mandatory Prepayments. (ai) If Except as provided in Section 2.8(e) or Section 2.7(d)(ii) below, if at any timetime the Revolving Credit Exposure of the Revolving Credit Lenders exceeds the Aggregate Commitments then in effect, including as a result of any termination of the aggregate principal Aggregate Commitments pursuant to Section 2.1(a) or termination or reduction of the Aggregate Maximum Credit Amounts pursuant to Section 2.7(a) or any termination or reduction in the Aggregate Elected Commitment Amounts pursuant to Section 2.7(b)(vi), then Borrower shall immediately prepay the entire amount of any Borrower’s such excess to Administrative Agent, for the ratable account of the Revolving Credit Outstandings exceeds such Borrower’s Revolving Credit Sublimit at such timeLenders, such Borrower shall forthwith prepay first, and/or Cash Collateralize the Swingline Loans and then the Revolving Loans made to such Borrower then outstanding L/C Obligations in an aggregate amount equal to such excess. If any such excess remains ; provided, however, that Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.7(d) unless after repayment the prepayment in full of the Loans the Revolving Credit Exposure of the Revolving Credit Lenders exceeds the Aggregate Commitments then in effect. (ii) Upon any adjustment to the Borrowing Base pursuant to Section 2.8(f) or Section 2.8(g), if a Borrowing Base Deficiency shall result therefrom, then Borrower shall (A) prepay the Loans in an aggregate outstanding Swingline Loans and Revolving Loans made principal amount equal to such BorrowerBorrowing Base Deficiency, such Borrower shall provide cash collateral for its then and (B) if a Borrowing Base Deficiency remains after prepaying all of the Loans as a result of outstanding Letter of Credit L/C Obligations, Cash Collateralize L/C Obligations in the manner set forth in Section 8.2 (Actions in Respect of Letters of Credit) in an amount equal to 105% such Borrowing Base Deficiency. Borrower shall be obligated to make such prepayment and/or deposit of such excesscash collateral on or prior to the first Business Day succeeding the date it or any of its Restricted Subsidiaries receives cash proceeds as a result of the applicable Disposition, Borrowing Base Hedge Liquidation or issuance or incurrence of Permitted Additional Debt. (biii) If If, at the end of the last Business Day of any timecalendar month, commencing with the calendar month ending October 31, 2022, the Consolidated Cash Balance exceeds the Consolidated Cash Balance Threshold, then Borrower shall, within three (3) Business Days after such date, prepay the Loans in an aggregate principal amount equal to the lesser of Revolving Credit Outstandings exceeds (A) the aggregate Revolving Credit Commitments at amount of such timeexcess and (B) the unpaid principal balance of the Loans. (iv) Promptly following the incurrence of any Debt by Borrower or any of its Restricted Subsidiaries (other than Debt permitted under Section 8.1), each Borrower shall forthwith prepay first, the Swingline Loans and then the Revolving Loans made to such Borrower then outstanding in an aggregate amount equal to the lesser of (iA) one hundred percent (100%) of the net cash proceeds received in respect of such Debt and (B) the percentage obtained by dividing the aggregate then outstanding principal balance of the Revolving Credit Outstandings owing by such Loans. Nothing in this paragraph is intended to permit Borrower by or any Restricted Subsidiary to incur Debt other than as permitted under Section 8.1. (v) If Borrower elects to prepay the aggregate outstanding principal balance of the Revolving Credit Outstandings owing by all Borrowers multiplied by (ii) the aggregate amount of such excess. If any such excess remains after repayment Loans to remedy a Borrowing Base Deficiency in full of the aggregate outstanding Swingline Loans and Revolving Loansaccordance with Section 2.8(e), each Borrower shall provide cash collateral for its make such prepayments in accordance with such election and Section 2.8(e)(ii)(A). (vi) Each prepayment required by this Section 2.7(d) shall be applied, first, to any Base Rate Borrowings then outstanding Letter of Credit Obligations outstanding, and, second, to any SOFR Borrowings then outstanding, and if more than one (1) SOFR Borrowing is then outstanding, to such SOFR Borrowings in the manner set forth in Section 8.2 (Actions in Respect of Letters of Credit) in an amount equal such order as Borrower may direct or, if Borrower fails to 105% of (A) the percentage obtained by dividing the aggregate outstanding amount of the Letter of Credit Obligations owing by such Borrower by the aggregate outstanding amount of the Letter of Credit Obligations owing by all Borrowers multiplied by (B) the aggregate amount of such excessso direct, as Administrative Agent shall elect.

Mandatory Prepayments. (a) If at Upon receipt by: (i) a Domestic Loan Party of Net Cash Proceeds arising from an Asset Sale (other than an Asset Sale permitted under Section 8.4(a) through (g), (i) or (j)) or any timeDiversey Entity of Net Cash Proceeds arising from the incurrence of Indebtedness other than Indebtedness permitted by under Section 8.1, the Borrowers shall promptly pay (or cause to be paid) to the Administrative Agent an aggregate amount equal to 100% of such Net Cash Proceeds to be held in the Applicable Mandatory Prepayment Accounts (in the case of each Borrower, only to the extent of the amount of such Borrower’s Loans that such Borrower is required to prepay pursuant to Section 2.9(c)); (ii) a Diversey Entity (other than a Domestic Loan Party) of Net Cash Proceeds arising from an Asset Sale (other than an Asset Sale permitted under Section 8.4(a) through (g), (i) or (j)), the Borrowers shall promptly pay (or cause to be paid) to the Administrative Agent, within fifteen (15) days of receipt thereof, an aggregate amount equal to 100% of such Net Cash Proceeds to be held in the Applicable Mandatory Prepayment Accounts (in the case of each Borrower, only to the extent of the amount of such Borrower’s Loans that such Borrower is required to prepay pursuant to Section 2.9(c)); and (iii) a Diversey Entity of Net Cash Proceeds arising from a Property Loss Event, the Borrowers shall promptly pay (or cause to be paid) to the Administrative Agent, within three (3) days of receipt thereof, an aggregate amount equal to 100% of such Net Cash Proceeds to be held in the Applicable Mandatory Prepayment Accounts (in the case of each Borrower, only to the extent of the amount of such Borrower’s Loans that such Borrower is required to prepay pursuant to Section 2.9(c)); CREDIT AGREEMENT JOHNSONDIVERSEY, INC. provided, however, that (A) in the case of any Net Cash Proceeds arising from a Reinvestment Event, relevant Net Cash Proceeds will not be paid to the Administrative Agent or held in any Applicable Mandatory Prepayment Account, but the Borrowers shall prepay their Loans (or provide cash collateral in respect of Letters of Credit) in accordance with Section 2.9(c) in an amount equal to the Reinvestment Prepayment Amount applicable to such Reinvestment Event, if any, on the Reinvestment Prepayment Date with respect to such Reinvestment Event, and (B) except during the continuance of an Event of Default, all Net Cash Proceeds received by Diversey Entities (1) from Asset Sales which individually yield not more than $500,000 in Net Cash Proceeds and (2) from Asset Sales (x) individually yielding more than $500,000 and less than $2,500,000 of Net Cash Proceeds in a single transaction and (y) collectively yielding up to $7,500,000 of Net Cash Proceeds from such Asset Sales in each Fiscal Year, shall be exempt from the provisions of this Section 2.9. All amounts on deposit in the Applicable Mandatory Prepayment Accounts shall be applied by the Administrative Agent to prepay the Loans (or to provide cash collateral in respect of Letters of Credit) on the last day of each Interest Period; provided that with respect to each Applicable Mandatory Prepayment Account, such amount shall only be applied to and shall only serve as security for, the Obligations of the Borrower corresponding to such Applicable Mandatory Prepayment Account. Any mandatory prepayment pursuant to this clause (a), shall be applied to the Obligations by the Administrative Agent in accordance with clause (c) below. Under no circumstances shall amounts deposited in the Applicable Mandatory Prepayment Accounts of the Euro Term Borrower, the Canadian Term Borrower or any Additional Revolving Credit Borrower be deemed to secure, or be applied to prepay, any obligation of any U.S. Borrower. (b) The Borrowers shall prepay the Loans in accordance with Section 2.9(c) within the 110 days period commencing with the last day of the immediately preceding Fiscal Year (commencing with the Fiscal Year ending on or about December 31, 2010) (each, an “ECF Payment Date”), in an amount equal to (i) 50% of the Company’s Excess Cash Flow for such Fiscal Year minus (ii) the sum of (x) the aggregate principal amount of Term Loans prepaid pursuant to Section 2.8(b) during such Fiscal Year (which, in any Borrower’s event, shall not include any designated prepayment pursuant to clause (ii) below) and (y) the aggregate principal amount of Term Loans prepaid during such 110 days period and stated by the Company as prepaid pursuant to this Section 2.9(b) (provided that no prepayments made pursuant to Section 2.8(c) or the other clauses of this Section 2.9 shall be so designated) and any Revolving Loans prepaid to the extent accompanied by a corresponding permanent commitment reduction under the Revolving Credit Outstandings exceeds Facility, in each case during such Borrower’s Revolving Credit Sublimit at Fiscal Year excluding prepayments funded with proceeds from the incurrence of long-term Indebtedness or from any Equity Issuance; provided that no such time, such Borrower prepayment shall forthwith prepay be required if the Leverage Ratio is less than 3.0 to 1. (c) In the case of any prepayments required under this Section 2.9: first, the Swingline Term Borrowers shall prepay the outstanding principal balances of their respective Term Loans and then on a pro rata basis, until such Term Loans shall have been prepaid in full; second, the Company shall repay the outstanding principal balances of the Swing Loans until such Swing Loans shall have been repaid in full; third, the Revolving Loans made to such Borrower then Credit Borrowers shall repay the outstanding in an aggregate amount equal to such excess. If any such excess remains after repayment in full principal balances of the aggregate outstanding Swingline Loans and their respective Revolving Loans made to on a pro rata basis until such BorrowerRevolving Loans shall have been paid in full; and then, such Borrower the Revolving Credit Borrowers shall provide cash collateral for its then outstanding their respective Letter of Credit Obligations in the manner set forth in Section 8.2 9.3 (Actions in Respect of Letters of CREDIT AGREEMENT JOHNSONDIVERSEY, INC. Credit) in an amount equal to 105% of until all such excess. (b) If at any time, the aggregate principal amount of Revolving Credit Outstandings exceeds the aggregate Revolving Credit Commitments at such time, each Borrower shall forthwith prepay first, the Swingline Loans and then the Revolving Loans made to such Borrower then outstanding in an aggregate amount equal to (i) the percentage obtained by dividing the aggregate outstanding principal balance of the Revolving Credit Outstandings owing by such Borrower by the aggregate outstanding principal balance of the Revolving Credit Outstandings owing by all Borrowers multiplied by (ii) the aggregate amount of such excess. If any such excess remains after repayment in full of the aggregate outstanding Swingline Loans and Revolving Loans, each Borrower shall provide cash collateral for its then outstanding Letter of Credit Obligations have been fully cash collateralized in the manner set forth therein. All prepayments of the Term Loans made pursuant to this Section 2.9 shall be applied to the remaining installments of such outstanding principal amounts of the Term Loans in the order of their maturities on a pro rata basis unless specified otherwise by the Term Borrower. All repayments of Revolving Loans and Swing Loans required to be made pursuant to this clause (c) shall result in a permanent reduction of the Revolving Credit Commitments to the extent provided in Section 8.2 2.5(b) (Actions in Respect of Letters of Credit) in an amount equal to 105% of (A) the percentage obtained by dividing the aggregate outstanding amount Reduction and Termination of the Letter Revolving Credit Commitments). (d) Notwithstanding the foregoing in this Section 2.9, at any time when any Diversey Entity consummates any “Asset Disposition” as defined in the Senior Note Documents or Holdco Note Documents (in each case, together with any term of Credit Obligations owing similar effect), the Company shall, immediately upon receipt by such Borrower by the aggregate outstanding amount any Diversey Entity of the Letter Net Cash Proceeds thereof, pay or cause to be paid to the Administrative Agent an amount, not to exceed such Net Cash Proceeds, sufficient to ensure that no Diversey Entity is required to prepay, redeem, defease, purchase or make an offer to purchase any Holdco Note or Senior Note or Indebtedness thereunder or cause any of Credit Obligations owing by all Borrowers multiplied by (B) the aggregate amount foregoing, or grant or honor any option or other right to do any of the foregoing, to the extent, in the absence of such excessobligation of the Company hereunder, a Diversey Entity would be required to make or cause any such prepayment, redemption, defeasance, purchase or offer or grant any such option. Any such payment under this Section 2.9(d) shall be applied as provided in Section 2.9(c).

Mandatory Prepayments. (a) If On each date on which any of the Commitments are reduced or terminated pursuant to Section 2.08 or Section 2.09, the Borrower shall repay or prepay such principal amount of the outstanding Advances of such Class of Commitments (together with interest accrued thereon and any amount due under Section 8.05), if any, as may be necessary so that after such payment the aggregate unpaid principal amount of the Advances of such Class of Commitments does not exceed the aggregate amount of such Commitments as then reduced. (b) In the event that the aggregate Revolving Credit Exposure at any one time outstanding shall at any time exceed the aggregate amount of the Revolver Commitments of all of the Revolver Lenders at such time and/or the aggregate Multicurrency Credit Exposure at any one time outstanding shall at any time exceed the aggregate amount of the Multicurrency Commitments of all of the Multicurrency Lenders at such time, the Borrower shall immediately repay so much of the Advances as is necessary in order that the aggregate principal amount of any Borrower’s such Advances thereafter outstanding, shall not exceed the aggregate amount of the Revolver Commitments of all of the Revolving Credit Outstandings exceeds Lenders at such Borrower’s Revolving Credit Sublimit time and/or the Multicurrency Commitments of all of the Multicurrency Lenders at such time, such Borrower shall forthwith prepay first. (c) On each Determination Date, the Swingline Loans and then Multicurrency Agent shall determine the Revolving Loans made to such Borrower then Multicurrency Credit Exposure. For the purpose of this determination, the outstanding principal amount of any Advance that is denominated in an Agreed Foreign Currency shall be deemed to be the Dollar Equivalent of the amount in the Agreed Foreign Currency of such Advance, determined as of such Determination Date. Upon making such determination, the Multicurrency Agent shall promptly notify the Multicurrency Lenders and the Administrative Agent thereof. (d) If on any Determination Date the aggregate amount equal to such excess. If any such excess remains after repayment in full Multicurrency Credit Exposure exceeds 105% of the aggregate outstanding Swingline Loans and Revolving Loans made to such Borroweramount of the Multicurrency Commitments as then in effect, such the Borrower shall provide cash collateral for its then outstanding Letter of Credit Obligations in prepay the manner set forth in Section 8.2 (Actions in Respect of Letters of Credit) in an amount equal to 105% Multicurrency Loans within 4 Business Days following the Borrower's receipt of such excessrequest in such amounts as shall be necessary so that after giving effect thereto the aggregate Multicurrency Credit Exposure does not exceed the Multicurrency Commitments. (be) In the event that the aggregate Credit Exposure of all of the Lenders shall at any time exceed the Borrowing Base (including as a result of a change of Borrowing Base calculation to limit such calculation to Unrestricted Cash and Cash Equivalents, as contemplated by the definition of Borrowing Base), the Borrower shall immediately repay so much of the Advances as is necessary such that the aggregate Credit Exposure of all of the Lenders shall not exceed the Borrowing Base. (f) If at any timetime when the Borrower is required to be in compliance with the Minimum Liquidity Requirement, the aggregate principal amount of Revolving Credit Outstandings exceeds Borrower is not in compliance with the aggregate Revolving Credit Commitments at such timeMinimum Liquidity Requirement, each the Borrower shall forthwith prepay firstimmediately repay so much of the Advances as is necessary in order that, after giving effect to such repayment, the Swingline Loans and then Minimum Liquidity Requirement is satisfied; provided however, that such prepayment requirement shall be subject to the Revolving Loans made to such Borrower then outstanding ten (10) day cure period contemplated in an aggregate amount equal to the definition of Borrowing Base. (g) If at any time (i) the percentage obtained by dividing the aggregate outstanding principal balance Administrative Agent on behalf of the Revolving Credit Outstandings owing by such Borrower by the aggregate outstanding principal balance of the Revolving Credit Outstandings owing by all Borrowers multiplied by Secured Parties does not own or have a valid and perfected first priority security interest in any Eligible Investment or (ii) any representation or warranty with respect to any Eligible Investment included in the aggregate amount Borrowing Base is not true and correct in all material respects (without duplication of any materiality qualifier contained therein), then upon the earlier of the Borrower's receipt of notice from the Administrative Agent or the Borrower becoming aware thereof, the Borrower, in its sole discretion, shall either (x) repay the Advances outstanding (together with any amounts owing under Article VIII relating to such repayment) to the extent required by Section 2.11(d) after giving effect to the exclusion of such excess. If any ineligible Portfolio Investment from the Borrowing Base, or (y) substitute an Eligible Investment for such excess remains ineligible Portfolio Investment; provided that no such substitution shall be permitted unless (1) such substitute Portfolio Investment is an Eligible Investment on the date of substitution, (2) after repayment in full giving effect to the inclusion of the aggregate substitute Eligible Investment, no repayment of any Advances outstanding Swingline Loans shall be required under Section 2.11(d) (after giving effect to the exclusion of such ineligible Portfolio Investment from the Borrowing Base), (3) all representations and Revolving Loanswarranties of the Borrower contained in Article IV shall be true and correct, each in all material respects (without duplication of any materiality qualifier contained therein), as of the date of substitution, (4) all actions or additional actions (if any) necessary to perfect the security interest of the Administrative Agent in such substitute Portfolio Investment and related Collateral shall have been taken as of or prior to the date of substitution and (5) the Borrower shall provide cash collateral for its then outstanding Letter deliver to the Administrative Agent on the date of Credit Obligations in the manner set forth in Section 8.2 (Actions in Respect of Letters of Credit) in an amount equal to 105% of such substitution (A) the percentage obtained by dividing the aggregate outstanding amount a certificate of a Responsible Officer certifying that each of the Letter foregoing is true and correct as of Credit Obligations owing by such Borrower by the aggregate outstanding amount of the Letter of Credit Obligations owing by all Borrowers multiplied by date and (B) a Borrowing Base Certification Report (including a calculation of the aggregate amount Borrowing Base after giving effect to such substitution). (h) Any repayment or prepayment made pursuant to this Section shall not affect the Borrower's obligation to continue to make payments under any Hedging Agreement, which shall remain in full force and effect notwithstanding such repayment or prepayment, subject to the terms of such excessHedging Agreement. (i) Any repayment or prepayment made pursuant to this Section shall be in cash without any prepayment premium or penalty (but including all breakage or similar costs) on the customary terms of the Applicable Agent. (j) Each prepayment required to be made pursuant to this Section 2.11 shall be made in Dollars, unless otherwise directed by the Borrower prior to such prepayment, until all outstanding Advances denominated in Dollars have been fully repaid, then, to the extent necessary, any additional prepayments required to be made pursuant to this Section 2.11 shall be made in such Agreed Foreign Currencies corresponding to Multicurrency Advances denominated in such Agreed Foreign Currencies. Subject to Section 2.12(f), each prepayment in Dollars pursuant to this Section 2.11, shall be applied: (i) first, to any Swing Advances outstanding; and (ii) second, ratably based upon the Applicable Outstanding Dollar Percentages of the several Lenders of such Base Rate Advances and Index Euro-Dollar Advances, as the case may be, (x) first, to Base Rate Advances and (y) second, to Index Euro-Dollar Advances. Each prepayment in an Agreed Foreign Currency shall be applied ratably among the Multicurrency Lenders based upon the Applicable Multicurrency Percentage of the several Multicurrency Lenders. In the event the Borrower is required to make any concurrent prepayments under both paragraphs (b) or (d) and also another paragraph of this Section 2.11, any such prepayments shall be applied toward a prepayment pursuant to paragraphs (b) and (d) before any prepayment pursuant to any other paragraph of this Section 2.11.

Mandatory Prepayments. (a) If at If, after giving effect to any timetermination or reduction of the Aggregate Maximum Credit Amounts pursuant to Section 2.11, the aggregate principal amount of any Borrower’s total Revolving Credit Outstandings Exposures exceeds such Borrower’s Revolving Credit Sublimit at such timethe total Commitments, such Borrower shall forthwith prepay first, the Swingline Loans and then the Revolving Loans made to Borrower, simultaneously with such Borrower then outstanding termination or reduction, shall prepay the Borrowings on the date of such termination or reduction in an aggregate principal amount equal to such excess. If any such excess remains after repayment in full of the aggregate outstanding Swingline Loans and Revolving Loans made to such Borrower, such Borrower shall provide cash collateral for its then outstanding Letter of Credit Obligations in the manner set forth in accordance with Section 8.2 (Actions in Respect of Letters of Credit) in an amount equal to 105% of such excess2.12(c). (b) If at Upon any timeredetermination of or adjustment to the amount of the Borrowing Base in accordance with Section 2.21 or Section 5.17(c), if the total Revolving Credit Exposures exceeds the redetermined or adjusted Borrowing Base, then the Borrower shall prepay the Borrowings in an aggregate principal amount of Revolving Credit Outstandings exceeds the aggregate Revolving Credit Commitments at such time, each Borrower shall forthwith prepay first, the Swingline Loans and then the Revolving Loans made equal to such Borrower then outstanding excess in an aggregate amount equal accordance with Sections 2.12(c), which prepayment shall be made on or prior to the earlier of (i) the percentage obtained date which is ninety (90) days following receipt by dividing the aggregate outstanding principal balance Borrower of the Revolving Credit Outstandings owing by such Borrower by the aggregate outstanding principal balance of the Revolving Credit Outstandings owing by all Borrowers multiplied by New Borrowing Base Notice in accordance with Section 2.21 and (ii) the aggregate date the adjustment occurs; PROVIDED that all payments required to be made pursuant to this Section 2.12(b) must be made on or prior to the Termination Date. (c) All prepayments of Borrowings under this Section 2.12 shall be subject to Section 2.15, but shall otherwise be without premium or penalty, and shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of payment. (i) In connection with any optional prepayments by the Borrower of the Loans pursuant to Section 2.11, any optional prepayment thereof shall be applied to Revolving Borrowings until paid in full and shall be applied first to ABR Borrowings to the full extent thereof before application to Eurodollar Borrowings, in each case in a manner that minimizes the amount of such excess. If any such excess remains after repayment in full payments required to be made by the Borrower pursuant to Section 2.15. (ii) In connection with any mandatory prepayments by the Borrower of the aggregate outstanding Swingline Loans and pursuant to this Section 2.12, such prepayments shall be applied on a PRO RATA basis to the Revolving Loans, each Borrower shall provide cash collateral for its then outstanding Letter Borrowings being prepaid irrespective of Credit Obligations in the manner set forth in Section 8.2 (Actions in Respect of Letters of Credit) in an amount equal to 105% of (A) the percentage obtained by dividing the aggregate outstanding amount of the Letter of Credit Obligations owing by whether such Borrower by the aggregate outstanding amount of the Letter of Credit Obligations owing by all Borrowers multiplied by (B) the aggregate amount of such excessBorrowings are ABR Borrowings or Eurodollar Borrowings.

Mandatory Prepayments. (a) If at any timeWithin one Business Day following receipt by the Borrower or the applicable Subsidiary of such Net Proceeds, the aggregate principal amount of any Borrower’s Revolving Credit Outstandings exceeds such Borrower’s Revolving Credit Sublimit at such time, such Borrower shall forthwith prepay first, the Swingline Loans and then the Revolving Loans made to such Borrower then outstanding ratably in an aggregate amount equal to such excess. If any such excess remains after repayment in full of accordance with the aggregate outstanding Swingline Loans principal balances thereof with the Net Proceeds of (i) any Securities Offering by the Borrower or any Subsidiary issued on or after the Closing Date; and Revolving Loans made (ii) any borrowings on or after the Closing Date by the Borrower or any Subsidiary of the Borrower under any debt instrument, excluding borrowings under the Existing Credit Agreement up to $318,150,000 in the aggregate, but including borrowings under the Existing Credit Agreement in excess of $318,150,000 in the aggregate, and further excluding borrowings under any AT Note permitted under Section 6.2(l), in each case to the extent not required to be applied to the repayment of obligations outstanding under Sections 2.6(d) and 2.6(e) of the Existing Credit Agreement, as in effect as of the Loan Commitment Date. (b) Within one Business Day following receipt by the Borrower or any applicable Subsidiary of such BorrowerNet Proceeds, such the Borrower shall provide cash collateral for its then prepay the Loans ratably in accordance with the aggregate outstanding Letter principal balances thereof with the Net Proceeds from any Asset Disposition by the Borrower or any Subsidiary of the Borrower to the extent not required to be applied to the repayment of obligations outstanding under Section 6.5 of the Existing Credit Obligations Agreement, as in effect as of the manner set forth Loan Commitment Date. (c) Within one Business Day following receipt by the Borrower of any applicable Subsidiary of such Net Proceeds, the Borrower shall repay the Loans ratably in Section 8.2 (Actions in Respect accordance with the aggregate outstanding principal balances thereof with the Excess Cash Flow existing at the end of Letters any fiscal year of Credit) the Borrower in an amount equal to 105(x) if the Total Debt Ratio as of the end of such fiscal year is greater than or equal to 4:00:1, 662/3% of such excessExcess Cash Flow, or (y) if the Total Debt Ratio as of the end of such fiscal year is less than 4:00:1, 50% of such Excess Cash Flow, commencing with the year ended December 31, 2001, to the extent not required to be applied to the repayment of Obligations outstanding under the Existing Credit Agreement, as in effect as of the Loan Commitment Date. (d) Notwithstanding clauses (a), (b) If at any timeand (c) of this Section 2.3, from and after the first to occur of (x) the execution and delivery of such Security Documents as may be necessary to provide for the collateralization of the Obligations of the Loan Parties under the Loan Documents on a pari passu basis with the obligations under the Existing Credit Agreement, and (y) the termination or expiration of the Existing Credit Agreement, the aggregate principal amount of Revolving Credit Outstandings exceeds Borrower shall prepay the Loans ratably in accordance with the aggregate Revolving Credit Commitments at such time, each Borrower shall forthwith prepay first, the Swingline Loans and then the Revolving Loans made to such Borrower then outstanding in an aggregate amount equal to principal balances thereof with (i) the percentage obtained Net Proceeds from any Securities Offering by dividing the aggregate outstanding principal balance Borrower or any Subsidiary of the Revolving Credit Outstandings owing by Borrower issued on or after such Borrower by the aggregate outstanding principal balance of the Revolving Credit Outstandings owing by all Borrowers multiplied by date, (ii) the aggregate amount Net Proceeds of any borrowings on or after such excess. If date by the Borrower or any such excess remains after repayment in full Subsidiary of the aggregate outstanding Swingline Loans Borrower under any debt instrument, other than borrowings under the Existing Credit Agreement and Revolving Loansborrowings under any AT Note permitted under Section 6.2(l), each (iii) the Net Proceeds of any Asset Disposition by the Borrower shall provide cash collateral for its then outstanding Letter or any Subsidiary of Credit Obligations in the manner set forth in Section 8.2 Borrower on or after the Closing Date; and (Actions in Respect iv) Excess Cash Flow existing at the end of Letters any fiscal year of Credit) the Borrower in an amount equal to 105(x) if the Total Debt Ratio as of the end of such fiscal year is greater than or equal to 4:00:1, 662/3% of such Excess Cash Flow, or (Ay) if the percentage obtained by dividing the aggregate outstanding amount Total Debt Ratio as of the Letter end of Credit Obligations owing by such Borrower fiscal year is less than 4:00:1, 50% of such Excess Cash Flow. All such mandatory prepayments shall be made within one Business Day following the end of such fiscal year or receipt by the aggregate Borrower or the applicable Subsidiary of such Net Proceeds, as applicable. (e) Notwithstanding anything to the contrary in this Section 2.3, on the day of receipt by the Borrower or any applicable Subsidiary of such Net Proceeds, the Borrower shall repay all Obligations outstanding amount under this Agreement in full with the Net Proceeds from the initial borrowings under the New Credit Agreement and shall terminate the Commitments hereunder and this Agreement. (f) Amounts prepaid on account of the Letter of Credit Obligations owing Loans may not be reborrowed and the Aggregate Commitments shall be permanently reduced by all Borrowers multiplied by (B) the aggregate amount amounts of such excessprepayments. Each prepayment shall be accompanied by payment in full of all accrued and unpaid interest thereto and including the date of such prepayment, together with any additional amounts owing pursuant to Section 2.13.

Mandatory Prepayments. The Loans shall be prepaid as follows: (ai) If In the event that at any timetime any Borrowing Base Deficiency shall exist, in such amounts as shall be necessary so that such Borrowing Base Deficiency is cured; provided that if, within five Business Days after delivery of a Borrowing Base Certificate demonstrating such Borrowing Base Deficiency (and/or at such other times as the Borrower has knowledge of such Borrowing Base Deficiency), the aggregate principal amount of any Borrower’s Revolving Credit Outstandings exceeds such Borrower’s Revolving Credit Sublimit at such time, such Borrower shall forthwith prepay firstpresent the Administrative Agent with a reasonably feasible plan to enable such Borrowing Base Deficiency to be cured within 30 Business Days (which 30-Business Day period shall include the five Business Days permitted for delivery of such plan), the Swingline Loans and then the Revolving Loans made Borrower shall use all commercially reasonable efforts to effectuate such plan and such prepayment shall not be required to be effected immediately but may be effected in accordance with such plan (with such modifications as the Borrower then outstanding in an aggregate amount equal to may reasonably determine), so long as such excess. If any Borrowing Base Deficiency is cured within such excess remains 30-Business Day period. (ii) Within five Business Days after repayment in full the delivery of the aggregate outstanding Swingline Loans and Revolving Loans made financial statements pursuant to such BorrowerSection 5.01(a) or (b), such Borrower shall provide cash collateral for its then outstanding Letter of Credit Obligations as applicable, in the manner set forth in Section 8.2 event that at any time the Borrowing Base Coverage shall be less than 150%, and Accumulated Borrower Excess Cash Flow as of the end of such calendar quarter, together with any proceeds required to prepay the Loans pursuant to clauses (Actions in Respect of Letters of Creditiii) through (v) below, equals or exceeds $20,000,000, in an amount equal to 105100% of such excessAccumulated Borrower Excess Cash Flow until Borrowing Base Coverage shall equal or exceed 150%. (biii) If at any time, the aggregate principal amount of Revolving Credit Outstandings exceeds the aggregate Revolving Credit Commitments at such time, each Borrower shall forthwith prepay first, the Swingline Loans and then the Revolving Loans made to such Borrower then outstanding in In an aggregate amount equal to 100% of all net cash proceeds of any Indebtedness incurred by any Loan Party (iexcluding Indebtedness permitted by Section 6.01). (iv) Within 10 Business Days after the percentage obtained receipt by dividing any Loan Party of any Net Proceeds of any sale, transfer, or other disposition of any Portfolio Investment or Financing Subsidiary constituting Term Loan First Priority Collateral (or deemed receipt of Net Proceeds in the aggregate outstanding principal balance case of any re-designation of Term Loan First Priority Collateral as Revolver First Priority Collateral or Shared Collateral), and such Net Proceeds, together with any Accumulated Borrower Excess Cash Flow and proceeds required to prepay the Loans pursuant to clauses (ii), (iii) and (v) of this Section, as applicable, equals or exceeds $20,000,000, the Loans shall be repaid in an amount determined in accordance with the following matrix and subject to the limitation set forth in the last sentence of this Section 2.08(b). (v) Within 10 Business Days after the receipt by the Borrower of any Net Proceeds of any sale, transfer or other disposition of American Capital, LLC constituting Term Loan First Priority Collateral, and such Net Proceeds, together with any Accumulated Borrower Excess Cash Flow and proceeds required to prepay the Loans pursuant to clauses (ii), (iii) and (iv) of this Section, as applicable, equals or exceeds $20,000,000, the Loans shall be repaid in an amount determined in accordance with the following matrix and subject to the limitation set forth in the last sentence of this Section 2.08(b). Any proceeds required to be paid pursuant to the foregoing clauses (iv) and (v) will always be required to be applied to prepayment of the Revolving Credit Outstandings owing by such Borrower by Loans to the aggregate outstanding principal balance extent the Borrowing Base Coverage does not exceed 150%. If Borrowing Base Coverage exceeds 150%, amounts described in the foregoing clauses (iv) and (v) will not be required to be applied to prepayment of the Revolving Credit Outstandings owing by all Borrowers multiplied by (ii) Loans to the extent that the aggregate amount of such excess. If any such excess remains after repayment in full all payments and prepayments of principal of the aggregate outstanding Swingline Loans and Revolving Loans, each Borrower shall provide cash collateral for its then outstanding Letter of Credit Obligations in theretofore made equals or exceeds the manner set forth in Section 8.2 (Actions in Respect of Letters of Credit) in an amount equal to 105% product of (A) the percentage obtained by dividing the aggregate outstanding amount of the Letter of Credit Obligations owing by such Borrower by the aggregate outstanding amount of the Letter of Credit Obligations owing by all Borrowers $12,500,000 multiplied by (B) the aggregate amount sum of such excessthe number of whole months elapsed since the Effective Date plus twelve.

Mandatory Prepayments. (a) If at any timetime the Facility Usage exceeds the Maximum Credit Amount (whether due to a reduction in the Maximum Credit Amount in accordance with this Agreement, the aggregate principal amount of any Borrower’s Revolving Credit Outstandings exceeds such Borrower’s Revolving Credit Sublimit at such timeor otherwise), such Borrower shall forthwith immediately prepay firstthe principal of the Loans (and after all Loans are repaid in full, if there remains an excess, Cash Collateralize the Swingline Loans and then the Revolving Loans made to such Borrower then outstanding LC Obligations in accordance with Section 2.16(a)) in an aggregate amount at least equal to such excess. If at any time the Facility Usage is less than the Maximum Credit Amount but in excess of the Borrowing Base (such excess remains being herein called a “Borrowing Base Deficiency”), Borrower shall, within thirty (30) days after repayment Administrative Agent gives notice of such fact to Borrower, give notice to Administrative Agent electing to eliminate the Borrowing Base Deficiency as provided in full clause (i), (ii), or (iii) below, or in any combination of clauses (i), (ii), and (iii); whereupon Borrower shall be obligated to eliminate such Borrowing Base Deficiency in such manner: on or before the date 60 days after Borrower’s receipt of notice of the aggregate outstanding Swingline Borrowing Base Deficiency, prepay the principal of the Loans and Revolving Loans made to such Borrower, such Borrower shall provide cash collateral for its then outstanding Letter of Credit Obligations in the manner set forth in Section 8.2 (Actions in Respect of Letters of Credit) in an amount equal to 105% of such excess. (b) If at any time, the aggregate principal amount of Revolving Credit Outstandings exceeds the aggregate Revolving Credit Commitments at such time, each Borrower shall forthwith prepay first, the Swingline Loans and then the Revolving Loans made to such Borrower then outstanding in an aggregate amount at least equal to such Borrowing Base Deficiency (or, if the Loans have been paid in full, Cash Collateralize the LC Obligations as required under Section 2.16(a)), such prepayment to be made in full within thirty (30) days after the date that such notice of Borrowing Base Deficiency is received by Borrower from Administrative Agent, or on or before the date 60 days after Borrower’s receipt of notice of the Borrowing Base Deficiency, prepay the principal of the Loans (and after all Loans are repaid in full, Cash Collateralize the LC Obligations in accordance with Section 2.16(a)) in up to five (5) monthly installments in an aggregate amount at least equal to such Borrowing Base Deficiency, with each such installment equal to or in excess of one-fifth of such Borrowing Base Deficiency, and with the first such installment to be paid one month after the giving of such notice and the subsequent installments to be due and payable at one month intervals thereafter until such Borrowing Base Deficiency has been eliminated; provided, however, Borrower shall have demonstrated to the satisfaction of Administrative Agent on or before the date of the first such payment that Borrower has sufficient available monthly cash from its Projected Oil and Gas Production to make such payments, or provide Administrative Agent and/or Collateral Agent with deeds of trust, mortgages, chattel mortgages, security agreements, financing statements and other security documents in form and substance similar to the Security Documents previously delivered to Administrative Agent and otherwise satisfactory to Administrative Agent and/or Collateral Agent, granting, confirming, and perfecting first and prior liens or security interests in collateral acceptable to the Lenders, to the extent needed to allow Lenders to increase the Borrowing Base to an amount which eliminates such Borrowing Base Deficiency, and such Security Documents shall be executed and delivered to Administrative Agent and/or Collateral Agent within thirty (30) days after Administrative Agent confirms to Borrower what Collateral will be required. If, prior to any such specification by Administrative Agent, Lenders determine that the giving of such security documents will not serve to eliminate such Borrowing Base Deficiency, then, within five (5) Business Days after receiving notice of such determination from Administrative Agent, Borrower will elect to make, and thereafter make, the prepayments specified in either of the preceding subsections (i) the percentage obtained by dividing the aggregate outstanding principal balance of the Revolving Credit Outstandings owing by such Borrower by the aggregate outstanding principal balance of the Revolving Credit Outstandings owing by all Borrowers multiplied by or (ii) of this subsection (b). Borrower shall deliver to Administrative Agent a Repayment Notice in connection with any amounts prepaid pursuant to this Section 2.7. Each prepayment of principal under this Section 2.7 shall be accompanied by all interest then accrued and unpaid on the aggregate amount principal so prepaid. Any principal or interest prepaid pursuant to this Section 2.7 shall be in addition to, and not in lieu of, all payments otherwise required to be paid under the Loan Documents at the time of such excess. If any such excess remains after repayment in full of the aggregate outstanding Swingline Loans and Revolving Loans, each Borrower shall provide cash collateral for its then outstanding Letter of Credit Obligations in the manner set forth in Section 8.2 (Actions in Respect of Letters of Credit) in an amount equal to 105% of (A) the percentage obtained by dividing the aggregate outstanding amount of the Letter of Credit Obligations owing by such Borrower by the aggregate outstanding amount of the Letter of Credit Obligations owing by all Borrowers multiplied by (B) the aggregate amount of such excessprepayment.

Mandatory Prepayments. The Loans shall be prepaid as follows: (ai) If In the event that at any timetime any Borrowing Base Deficiency shall exist, in such amounts as shall be necessary so that such Borrowing Base Deficiency is cured; provided that if, within five Business Days after delivery of a Borrowing Base Certificate demonstrating such Borrowing Base Deficiency (and/or at such other times as the Borrower has knowledge of such Borrowing Base Deficiency), the aggregate principal amount of any Borrower’s Revolving Credit Outstandings exceeds such Borrower’s Revolving Credit Sublimit at such time, such Borrower shall forthwith prepay firstpresent the Administrative Agent with a reasonably feasible plan to enable such Borrowing Base Deficiency to be cured within 30 Business Days (which 30-Business Day period shall include the five Business Days permitted for delivery of such plan), the Swingline Loans and then the Revolving Loans made Borrower shall use all commercially reasonable efforts to effectuate such plan and such prepayment shall not be required to be effected immediately but may be effected in accordance with such plan (with such modifications as the Borrower then outstanding in an aggregate amount equal to may reasonably determine), so long as such excess. If any Borrowing Base Deficiency is cured within such excess remains 30-Business Day period. (ii) Within five Business Days after repayment in full the delivery of the aggregate outstanding Swingline Loans and Revolving Loans made financial statements pursuant to such BorrowerSection 5.01(a) or (b), such Borrower shall provide cash collateral for its then outstanding Letter of Credit Obligations as applicable, in the manner set forth in Section 8.2 event that at any time the Borrowing Base Coverage shall be less than 150%, and Accumulated Borrower Excess Cash Flow as of the end of such calendar quarter, together with any proceeds required to prepay the Loans pursuant to clauses (Actions in Respect of Letters of Creditiii) through (v) below, equals or exceeds $20,000,000, in an amount equal to 105100% of such excessAccumulated Borrower Excess Cash Flow until Borrowing Base Coverage shall equal or exceed 150%. (biii) If at any time, the aggregate principal amount of Revolving Credit Outstandings exceeds the aggregate Revolving Credit Commitments at such time, each Borrower shall forthwith prepay first, the Swingline Loans and then the Revolving Loans made to such Borrower then outstanding in In an aggregate amount equal to 100% of all net cash proceeds of any Indebtedness incurred by any Loan Party (iexcluding Indebtedness permitted by Section 6.01). (iv) Within 10 Business Days after the percentage obtained receipt by dividing any Loan Party of any Net Proceeds of any sale, transfer, or other disposition of any Portfolio Investment or Financing Subsidiary constituting Term Loan First Priority Collateral (or deemed receipt of Net Proceeds in the aggregate outstanding principal balance case of any re-designation of Term Loan First Priority Collateral as Revolver First Priority Collateral or Shared Collateral), and such Net Proceeds, together with any Accumulated Borrower Excess Cash Flow and proceeds required to prepay the Loans pursuant to clauses (ii), (iii) and (v) of this Section, as applicable, equals or exceeds $20,000,000, the Loans shall be repaid in an amount determined in accordance with the following matrix and subject to the limitation set forth in the last sentence of this Section 2.08(b). - 29 - <100% - 150% Lesser of 100% of Proceeds or amount required to meet Borrowing Base Coverage of 150% >150% - 175% Lesser of 50% of Proceeds or amount required to meet Borrowing Base Coverage of 175%None (v) Within 10 Business Days after the receipt by the Borrower of any Net Proceeds of any sale, transfer or other disposition of American Capital, LLC constituting Term Loan First Priority Collateral, and such Net Proceeds, together with any Accumulated Borrower Excess Cash Flow and proceeds required to prepay the Loans pursuant to clauses (ii), (iii) and (iv) of this Section, as applicable, equals or exceeds $20,000,000, the Loans shall be repaid in an amount determined in accordance with the following matrix and subject to the limitation set forth in the last sentence of this Section 2.08(b). <100% - 150% Lesser of 100% of Proceeds or amount required to meet Borrowing Base Coverage of 150% >150% - 175% Lesser of 50% of Proceeds or amount required to meet Borrowing Base Coverage of 175%None Any proceeds required to be paid pursuant to the foregoing clauses (iv) and (v) will always be required to be applied to prepayment of the Revolving Credit Outstandings owing by such Borrower by Loans to the aggregate outstanding principal balance extent the Borrowing Base Coverage does not exceed 150%. If Borrowing Base Coverage exceeds 150%, amounts described in the foregoing clauses (iv) and (v) will not be required to be applied to prepayment of the Revolving Credit Outstandings owing by all Borrowers multiplied by (ii) Loans to the extent that the aggregate amount of such excess. If any such excess remains after repayment in full all payments and prepayments of principal of the aggregate outstanding Swingline Loans and Revolving Loans, each Borrower shall provide cash collateral for its then outstanding Letter of Credit Obligations in theretofore made equals or exceeds the manner set forth in Section 8.2 (Actions in Respect of Letters of Credit) in an amount equal to 105% product of (A) the percentage obtained by dividing the aggregate outstanding amount of the Letter of Credit Obligations owing by such Borrower by the aggregate outstanding amount of the Letter of Credit Obligations owing by all Borrowers $12,500,000 multiplied by (B) the aggregate amount sum of such excessthe number of whole months elapsed since the Effective Date plus twelve.